-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tn9VXeP2NIrXuCuTK7uNLI6wqy921Fmfk46dEDHac9lTHKIa6ipS/E+Li1YznDTz oT9pHRW30zarwT0OxvkmrA== /in/edgar/work/20000630/0000912057-00-030711/0000912057-00-030711.txt : 20000920 0000912057-00-030711.hdr.sgml : 20000920 ACCESSION NUMBER: 0000912057-00-030711 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 19 FILED AS OF DATE: 20000630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEI INSTITUTIONAL INTERNATIONAL TRUST CENTRAL INDEX KEY: 0000835597 STANDARD INDUSTRIAL CLASSIFICATION: [ ] STATE OF INCORPORATION: MA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 485APOS SEC ACT: SEC FILE NUMBER: 033-22821 FILM NUMBER: 666894 FILING VALUES: FORM TYPE: 485APOS SEC ACT: SEC FILE NUMBER: 811-05601 FILM NUMBER: 666895 BUSINESS ADDRESS: STREET 1: C/O SEI INVESTMENTS CO STREET 2: ONE FREEDOM VALLEY RD CITY: OAKS STATE: PA ZIP: 19456 BUSINESS PHONE: 8003425734 MAIL ADDRESS: STREET 2: 530 E SWEDESFORD RD CITY: WAYNE STATE: PA ZIP: 19087-1693 FORMER COMPANY: FORMER CONFORMED NAME: SEI INTERNATIONAL TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SEI WEALTH MANAGEMENT TRUST DATE OF NAME CHANGE: 19900129 485APOS 1 a485apos.txt 485APOS AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 2000 FILE NO. 33-22821 FILE NO. 811-5601 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / / POST-EFFECTIVE AMENDMENT NO. 30 /X/ AND REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / / AMENDMENT NO. 31 /X/ ------------------------ SEI INSTITUTIONAL INTERNATIONAL TRUST (formerly, "SEI International Trust") (Exact name of registrant as specified in charter) C/O CT CORPORATION 2 Oliver Street Boston, Massachusetts 02109 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code (800) 342-5734 EDWARD D. LOUGHLIN c/o SEI Investments Company Oaks, Pennsylvania 19456 (Name and Address of Agent for Service) COPIES TO: Richard W. Grant, Esquire John H. Grady, Jr. Morgan, Lewis & Bockius LLP Morgan, Lewis & Bockius LLP 1701 Market Street 1701 Market Street Philadelphia, PA 19103 Philadelphia, PA 19103
------------------------ Title of Securities Being Registered................Units of Beneficial Interest It is proposed that this filing become effective (check appropriate box) / / immediately upon filing pursuant to paragraph (b) / / on [date] pursuant to paragraph (b) /X/ 60 days after filing pursuant to paragraph (a)(1) / / on [date] pursuant to paragraph (a)(1) / / 75 days after filing pursuant to paragraph (a)(2) / / on [date] pursuant to paragraph (a)(2)
If appropriate, check the following box: / / This post-effective Amendment designates a new effective date for a previously filed Post-Effective Amendment.
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SEI INSTITUTIONAL INTERNATIONAL TRUST CLASS I SHARES PROSPECTUS AUGUST 31, 2000 INTERNATIONAL EQUITY FUND INVESTMENT ADVISER: SEI INVESTMENTS MANAGEMENT CORPORATION SUB-ADVISERS: ACADIAN ASSET MANAGEMENT, INC. BLACKROCK INTERNATIONAL, LTD. CAPITAL GUARDIAN TRUST COMPANY OECHSLE INTERNATIONAL ADVISORS, LLC SG PACIFIC ASSET MANAGEMENT, INC. SGY ASSET MANAGEMENT (SINGAPORE) LIMITED SG YAMAICHI ASSET MANAGEMENT CO., LTD. THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The information in this Prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Page 1 of 16 ABOUT THIS PROSPECTUS SEI Institutional International Trust is a mutual fund family that offers different classes of shares in separate investment portfolios (Funds). The Funds have individual investment goals and strategies and are designed primarily for institutional investors and financial institutions and their clients. This prospectus gives you important information about the Class I Shares of the International Equity Fund that you should know before investing. Please read this prospectus and keep it for future reference. THIS PROSPECTUS HAS BEEN ARRANGED INTO DIFFERENT SECTIONS SO THAT YOU CAN EASILY REVIEW THIS IMPORTANT INFORMATION. ON THE NEXT PAGE, THERE IS SOME GENERAL INFORMATION YOU SHOULD KNOW ABOUT RISK AND RETURN. FOR MORE DETAILED INFORMATION ABOUT THE FUND, PLEASE SEE: PAGE PRINCIPAL INVESTMENT STRATEGIES AND RISKS .....................XXX PERFORMANCE INFORMATION AND EXPENSES...........................XXX MORE INFORMATION ABOUT FUND INVESTMENTS........................XXX INVESTMENT ADVISER AND SUB-ADVISERS ...........................XXX PURCHASING AND SELLING FUND SHARES.............................XXX DIVIDENDS AND DISTRIBUTIONS....................................XXX TAXES..........................................................XXX HOW TO OBTAIN MORE INFORMATION ABOUT SEI INSTITUTIONAL INTERNATIONAL TRUST......................Back Cover GLOBAL ASSET ALLOCATION The International Equity Fund has its own distinct risk and reward characteristics, investment objectives, policies and strategies. In addition to managing the Funds, SEI Investments Management Corporation ("SIMC") constructs and maintains global asset allocation strategies for certain clients, and the Funds are designed in part to implement those strategies. The degree to which an investor's portfolio is invested in the particular market segments and/or asset classes represented by these Funds varies, as does the investment risk/return potential represented by each Fund. The Fund may have extremely volatile returns. Because of the historical lack of correlation among various asset classes, an investment in a portfolio of Funds representing a range of asset classes as part of an asset allocation strategy may reduce the strategy's overall level of volatility. As a result, a global asset allocation strategy may reduce risk. Page 2 of 16 In managing the Fund, SIMC focuses on four key principles: asset allocation, portfolio structure, the use of specialist managers, and continuous portfolio management. Asset allocation across appropriate asset classes is the central theme of SIMC's investment philosophy. SIMC seeks to reduce risk further by creating a portfolio that is diversified within each asset class. SIMC then oversees a network of specialist managers who invest the assets of the Fund in distinct segments of the market or class represented by the Fund. These specialist managers adhere to distinct investment disciplines, with the goal of providing greater consistency and predictability of results, as well as broader diversification across and within asset classes. Finally, SIMC regularly rebalances to ensure that the appropriate mix of assets is constantly in place, and constantly monitors and evaluates specialist managers for the Fund to ensure it does not deviate from its stated investment philosophy or process. Page 3 of 16 RISK/RETURN INFORMATION The Fund is a mutual fund. A mutual fund pools shareholders' money and, using professional investment managers, invests it in securities. The Fund has its own investment goal and strategies for reaching that goal. The Fund's assets are managed under the direction of its Adviser. For the International Equity Fund, SIMC and one or more Sub-Advisers manage the Fund's assets in a way that they believe will help the Fund achieve its goal. SIMC acts as "manager of managers" for the Fund, and attempts to ensure that the Sub-Advisers comply with the Fund's investment policies and guidelines. SIMC also recommends the appointment of additional or replacement Sub-Advisers to the Fund's Board. Still, investing in the Fund involves risk, and there is no guarantee that the Fund will achieve its goal. SIMC and the Sub-Advisers (the "Advisers") make judgments about the securities markets, the economy, or companies, but these judgments may not anticipate actual market movements or the impact of economic conditions on company performance. In fact, no matter how good a job the Advisers do, you could lose money on your investment in the Fund, just as you could with other investments. A Fund share is not a bank deposit, and it is not insured or guaranteed by the FDIC or any government agency. The value of your investment in the Fund is based on the market prices of the securities the Fund holds. These prices change daily due to economic and other events that affect securities markets generally, as well as those that affect particular companies or governments. These price movements, sometimes called volatility, will vary depending on the types of securities the Fund owns and the markets in which they trade. The estimated level of volatility for the Fund is set forth in the Fund Summary that follows. The effect on the Fund's share price of a change in the value of a single security holding will depend on how widely the Fund's holdings are diversified. INTERNATIONAL INVESTING Investing in issuers located in foreign countries poses distinct risks since political and economic events unique to a country or region will affect those markets and their issuers. These events will not necessarily affect the U.S. economy or similar issuers located in the United States. In addition, investments in foreign countries are generally denominated in a foreign currency. As a result, changes in the value of those currencies compared to the U.S. dollar may affect (positively or negatively) the value of a Fund's investments. These currency movements may happen separately from and in response to events that do not otherwise affect the value of the security in the issuer's home country. These various risks will be even greater for investments in emerging market countries since political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Page 4 of 16 INTERNATIONAL EQUITY FUND
FUND SUMMARY INVESTMENT GOAL Capital appreciation SHARE PRICE VOLATILITY Medium to high PRINCIPAL INVESTMENT STRATEGY Utilizing multiple specialist sub-advisers, the Fund invests in equity securities of foreign companies
INVESTMENT STRATEGY The International Equity Fund invests primarily in common stocks and other equity securities of foreign companies. The Fund primarily invests in companies located in developed countries, but may also invest in companies located in emerging markets. The Fund uses a multi-manager approach, relying upon a number of Sub-Advisers with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SIMC. The Fund's portfolio is diversified as to issuers, market capitalization, industry and country. WHAT ARE THE RISKS OF INVESTING IN THE FUND? Since it purchases equity securities, the Fund is subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of the Fund's securities may fluctuate drastically from day to day. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In the case of foreign stocks, these fluctuations will reflect international economic and political events, as well as changes in currency valuations relative to the U.S. dollar. These factors contribute to price volatility, which is the principal risk of investing in the Fund. The Fund is also subject to the risk that developed international equity securities may underperform other segments of the equity market or the equity markets as a whole. Page 5 of 16 PERFORMANCE INFORMATION The bar chart and the performance table below illustrate the risks and volatility of an investment in the Fund. Of course, the Fund's past performance does not necessarily indicate how the Fund will perform in the future. This bar chart shows changes in the performance of the Fund's Class A Shares from year to year for ten years.* Since Class I Shares are invested in the same portfolio of securities, returns for Class I Shares will be substantially similar to those of the Class A Shares, shown here, and will differ only to the extent that each class has different expenses. 1990 -12.58% 1991 10.23% 1992 -2.91% 1993 22.81% 1994 -0.04% 1995 11.34% 1996 9.04% 1997 -1.86% 1998 19.29% 1999 39.63% BEST QUARTER WORST QUARTER 20.88% -16.33% (12/31/99) (09/30/90) * The performance information shown above is based on a calendar year. The Fund's Class A Shares total return from October 1, 1999 to June 30, 2000 was ____%. THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR CLASS A SHARES FOR THE PERIODS ENDED DECEMBER 31, 1999, TO THOSE OF THE MORGAN STANLEY MSCI EAFE INDEX.
CLASS A SHARES SINCE INCEPTION 1 YEAR 5 YEARS 10 YEARS (12/20/89) - ---------------------------------------------------------------------------------------------------------- INTERNATIONAL EQUITY FUND 39.63% 14.69% 8.59% 8.62% MORGAN STANLEY MSCI EAFE INDEX* 26.96% 12.83% 7.02% 7.02%**
* An index measures the market prices of a specific group of securities in a particular market or securities in a market sector. You cannot invest directly in an index. Unlike a mutual fund, an index does not have an investment adviser and does not pay any commissions or expenses. If an index had expenses, its performance would be lower. The Morgan Stanley MSCI EAFE Index is a widely-recognized, capitalization-weighted (companies with larger market capitalizations have more influence than those with smaller capitalizations) index of over 900 securities listed on the stock exchanges in Europe, Australia and the Far East. ** The inception date for the Index is December 31, 1989. Page 6 of 16 FUND FEES AND EXPENSES THIS TABLE DESCRIBES THE HIGHEST FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD SHARES OF THE FUND. ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)
Class I Shares - -------------------------------------------------------------------- Investment Advisory Fees 0.51% Distribution (12b-1) Fees None Other Expenses 1.05%* ------- Total Annual Fund Operating Expenses 1.56%**
- -------------------------------------------------------------------------------- * Other Expenses are based on estimated amounts for the current fiscal year. ** The Fund's total annual fund operating expenses for the current fiscal year are expected to be less than the amount shown above because the Adviser is voluntarily waiving a portion of its fees in order to keep total operating expenses at a specified level. The Adviser may discontinue all or part of its waivers at any time. With these fee waivers, the Fund's actual total operating expenses are expected to be as follows: International Equity Fund-- Class I Shares 1.53% For more information about these fees, see "Investment Adviser and Sub-Advisers" and "Distribution of Fund Shares." EXAMPLE This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and that you sell your shares at the end of the period. The Example also assumes that each year your investment has a 5% return, that Fund operating expenses remain the same, and that you reinvest all dividends and distributions. Although your actual costs and returns might be different, your approximate costs of investing $10,000 in the Fund would be:
1 YEAR 3 YEARS INTERNATIONAL EQUITY FUND - CLASS I SHARES $159 $493
Page 7 of 16 MORE INFORMATION ABOUT FUND INVESTMENTS This prospectus describes the Fund's primary strategies, and the Fund will normally invest at least 65% of its assets in the types of securities described in this prospectus. However, the Fund also may invest in other securities, use other strategies and engage in other investment practices. These investments and strategies, as well as those described in this prospectus, are described in detail in the Fund's Statement of Additional Information (SAI). The investments and strategies described throughout this prospectus are those that the Sub-Advisers use under normal conditions. During unusual economic or market conditions, or for temporary defensive or liquidity purposes, the Fund may invest up to 100% of its assets in cash, money market instruments, repurchase agreements and short-term obligations that would not ordinarily be consistent with the Fund's objectives. The Fund will do so only if the Advisers or Sub-Advisers believe that the risk of loss outweighs the opportunity for capital gains and higher income. Of course, there is no guarantee that the Fund will achieve its investment goal. INVESTMENT ADVISER AND SUB-ADVISERS SEI INVESTMENTS MANAGEMENT CORPORATION ("SIMC") ACTS AS THE MANAGER OF MANAGERS OF THE INTERNATIONAL EQUITY FUND, AND IS RESPONSIBLE FOR THE INVESTMENT PERFORMANCE OF THE FUND SINCE IT ALLOCATES THE FUND'S ASSETS TO ONE OR MORE SUB-ADVISERS AND RECOMMENDS HIRING OR CHANGING SUB-ADVISERS TO THE BOARD OF TRUSTEES. Each Sub-Adviser makes investment decisions for the assets it manages and continuously reviews, supervises and administers its investment program. SIMC oversees the Sub-Advisers to ensure compliance with the Fund's investment policies and guidelines, and monitors each Sub-Adviser's adherence to its investment style. The Board of Trustees supervises SIMC and the Sub-Advisers; establishes policies that they must follow in their management activities; and oversees the hiring and termination of Sub-Advisers recommended by SIMC. SIMC pays the Sub-Advisers out of the investment advisory fees it receives (described below). SIMC, an SEC-registered adviser, serves as the Adviser to the International Equity Fund. As of October 31, 1999, SIMC had approximately $3.8 billion in assets under management. For the fiscal year ended September 30, 1999, SIMC received investment advisory fees, after fee waivers, of 0.48% of the average daily net assets of the Fund. Page 8 of 16 SUB-ADVISERS AND PORTFOLIO MANAGERS ACADIAN ASSET MANAGEMENT, INC. - A committee of investment professionals at Acadian Asset Management, Inc. manages a portion of the assets of the International Equity Fund. BLACKROCK INTERNATIONAL, LTD. - Albert B. Morillo heads an investment committee at BlackRock International, Ltd. ("BlackRock International"), that manages a portion of the assets of the International Equity Fund. Prior to joining BlackRock International in January 2000, Mr. Morillo was the head of the European Team at Scottish Widows Investment Management since 1991. CAPITAL GUARDIAN TRUST COMPANY - A committee of investment professionals at Capital Guardian Trust Company manages a portion of the assets of the International Equity Fund. OECHSLE INTERNATIONAL ADVISORS, LLC - S. Dewey Keesler, Jr., of Oechsle International Advisors, LLC ("Oechsle"), serves as portfolio manager of a portion of the assets of the International Equity Fund. Prior to joining Oechsle in 1995, Mr. Keesler was a Portfolio Manager and Investment Director for the State of Wisconsin Investment Board and has over 17 years of investment experience. SG YAMAICHI ASSET MANAGEMENT COMPANY, LTD., SG PACIFIC ASSET MANAGEMENT, INC., AND SGY ASSET MANAGEMENT (SINGAPORE) LTD. - Marco Wong and Hiroyoshi Nakagawa of SG Yamaichi Asset Management Co., Ltd. ("SG Yamaichi"), SG Pacific Asset Management, Inc. ("SG Pacific"), and SGY Asset Management (Singapore) Ltd. ("SGY"), serve as portfolio managers of a portion of the assets of the International Equity Fund. Mr. Wong leads the management team for the assets of the Fund allocated to SG Pacific, SGY and SG Yamaichi. Mr. Wong has been with SG Yamaichi since 1986. Mr. Nakagawa oversees the Japan investment team in Tokyo, and also serves as portfolio manager for the International Equity Fund. Mr. Nakagawa joined SG Yamaichi in 1977. Page 9 of 16 PURCHASING AND SELLING FUND SHARES This section tells you how to buy and sell (sometimes called "redeem") Class I Shares of the Fund. The Fund offers Class I Shares only to financial institutions for their own or their customers' accounts. For information on how to open an account and set up procedures for placing transactions, call 1-800-DIAL-SEI. HOW TO PURCHASE FUND SHARES You may purchase shares on any day that the New York Stock Exchange (NYSE) is open for business (a Business Day). Financial institutions and intermediaries may purchase Class I Shares by placing orders with the Fund's Transfer Agent (or their authorized agent). Institutions and intermediaries that use certain SEI proprietary systems may place orders electronically through those systems. Cash investments must be transmitted or delivered in federal funds to the Fund's wire agent by the close of business on the day after the order is placed. The Fund may reject any purchase order if it determines that accepting the order would not be in the best interests of the Fund or its shareholders. When you purchase or sell Fund shares through certain financial institutions (rather than directly from the Fund), you may have to transmit your purchase and sale requests to your financial institution at an earlier time for your transaction to become effective that day. This allows your financial institution time to process your requests and transmit them to the Fund. Certain other intermediaries, including certain broker-dealers and shareholder organizations, are authorized to accept purchase and redemption requests for Fund shares. These requests are normally executed at the net asset value per share (NAV), next determined after the intermediary receives the request. These authorized intermediaries are responsible for transmitting requests and delivering funds on a timely basis. If you deal directly with a financial institution or financial intermediary, you will have to follow the institution's or intermediary's procedures for transacting with the Fund. For more information about how to purchase or sell Fund shares through your financial institution, you should contact your financial institution directly. Investors may be charged a fee for purchase and/or redemption transactions effectuated through certain of these broker-dealers or other financial intermediaries. The price per share (the offering price) will be the NAV next determined after the Fund receives your purchase order. The Fund's NAV is calculated once each Business Day at the regularly-scheduled close of normal trading on the NYSE (normally, 4:00 p.m., Eastern time). So, for you to receive the current Business Day's NAV, generally the Fund (or an authorized agent) must receive your purchase order before 4:00 p.m., Eastern time. Page 10 of 16 HOW THE FUND CALCULATES NAV NAV for one Fund share is the value of that share's portion of all of the net assets in the Fund. In calculating NAV, the Fund generally values its portfolio securities at their market price. If market prices are unavailable or the Fund thinks that they are unreliable, fair value prices may be determined in good faith using methods approved by the Board of Trustees. The Fund holds portfolio securities that are listed on foreign exchanges. These securities may trade on weekends or other days when the Fund does not calculate NAV. As a result, the market value of the Fund's investments may change on days when you cannot purchase or sell Fund shares. MINIMUM PURCHASES To purchase Class I Shares for the first time, you must invest at least $100,000 in the Fund with minimum subsequent investments of at least $1,000. The Fund may accept investments of smaller amounts at its discretion. HOW TO SELL YOUR FUND SHARES If you hold Class I Shares, you may sell your shares on any Business Day by following the procedures established when you opened your account or accounts. If you have questions, call 1-800-DIAL-SEI. If you own your shares through an account with a broker or other institution, contact that broker or institution to sell your shares. Your financial institution or intermediary may charge a fee for its services. The sale price of each share will be the next NAV determined after the Fund (or its authorized intermediary) receives your request. RECEIVING YOUR MONEY Normally, the Fund will make payment on your sale on the Business Day following the day on which they receive your request, but it may take up to seven days. Your proceeds will be wired to your bank account. REDEMPTIONS IN KIND The Fund generally pays sale proceeds in cash. However, under unusual conditions that make the payment of cash unwise (and for the protection of the Fund's remaining shareholders) the Fund might pay all or part of your redemption proceeds in liquid securities with a market value equal to the redemption price (redemption in kind). Although it is highly unlikely that your shares would ever be redeemed in kind, you would probably have to pay brokerage costs to sell the securities distributed to you, as well as taxes on any capital gains from the sale of your shares as with any redemption. SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES The Fund may suspend your right to sell your shares if the NYSE restricts trading, the SEC declares an emergency or for other reasons. More information about this is in the SAI. Page 11 of 16 TELEPHONE TRANSACTIONS Purchasing and selling Fund shares over the telephone is extremely convenient, but not without risk. Although the Fund has certain safeguards and procedures to confirm the identity of callers and the authenticity of instructions, the Fund is not responsible for any losses or costs incurred by following telephone instructions we reasonably believe to be genuine. If you or your financial institution transact with the Fund over the telephone, you will generally bear the risk of any loss. DISTRIBUTION OF FUND SHARES SEI Investments Distribution Co. (SIDCo.) is the distributor of the shares of the Fund. SIDCo. receives no compensation for distributing the Fund's shares. For Class I Shares, shareholder servicing fees and administrative, as a percentage of average daily net assets, may each be up to 0.25% and 0.25%, respectively. DIVIDENDS AND DISTRIBUTIONS The Fund distributes its investment income periodically as a dividend to shareholders. It is the policy of the Fund to pay dividends periodically (at least once annually). The Fund makes distributions of capital gains, if any, at least annually. You will receive dividends and distributions in cash unless otherwise stated. TAXES PLEASE CONSULT YOUR TAX ADVISOR REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL, STATE AND LOCAL INCOME taxes. Below the Fund has summarized some important tax issues that affect the Fund and its shareholders. This summary is based on current tax laws, which may change. The Fund will distribute substantially all of its investment income and capital gains, if any. The dividends and distributions you receive may be subject to federal, state and local taxation, depending upon your tax situation. If so, they are taxable whether or not you reinvest them. Income distributions are generally taxable at ordinary income tax rates. Capital gains distributions are generally taxable at the rates applicable to long-term capital gains. EACH SALE OF FUND SHARES IS A TAXABLE EVENT. Some foreign governments levy withholding taxes against dividend and interest income. Although in some countries a portion of these taxes is recoverable, the non-recovered portion will reduce the income received from the securities comprising the portfolios of the Fund. The Fund may be able to pass along a tax credit for foreign income taxes it pays. The Fund will notify you if it gives you the credit. MORE INFORMATION ABOUT TAXES IS IN THE FUND'S SAI. Page 12 of 16 FINANCIAL HIGHLIGHTS The table that follows present performance information about Class A Shares of the Fund. This information is intended to help you understand the Fund's financial performance for the past five years, or, if shorter, the period of the Fund's operations. Some of this information reflects financial information for a single Fund share. The total returns in the table represent the rate that you would have earned (or lost) on an investment in a Fund, assuming you reinvested all of your dividends and distributions. This information, except for the six months ended March 31, 2000, has been audited by, PricewaterhouseCoopers, LLP, independent public accountants. Their report, along with the Fund's financial statements, appears in the annual report that accompanies our Statement of Additional Information. You can obtain the annual report, which contains more performance information, at no charge by calling 1-800-DIAL-SEI. Page 13 of 16 FINANCIAL HIGHLIGHTS SEI INSTITUTIONAL INTERNATIONAL TRUST -- FOR THE SIX MONTHS ENDED MARCH 31, 2000, (UNAUDITED), AND THE YEAR ENDED SEPTEMBER 30, 1999, THE SEVEN MONTH PERIOD ENDED SEPTEMBER 30, 1998, AND FOR THE YEARS ENDED FEBRUARY 28, OR 29. FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NET NET ASSET REALIZED DISTRIBUTIONS VALUE NET AND FROM NET BEGINNING INVESTMENT UNREALIZED INVESTMENT OF PERIOD INCOME/(LOSS) GAINS/(LOSSES) INCOME (2) - ---------------------------------------------------------------------------------------------------------------------- INTERNATIONAL EQUITY FUND CLASS A For the six months ended March 31: 2000(1)+ $12.09 $(0.02) $2.58 $(0.04) For the year ended September 30: 1999(1) $9.16 $0.04 $3.34 $(0.10) For the seven month period ended September 30: 1998(1) $10.15 $0.07 $(1.06) $-- For the years ended February 28 or 29: 1998(1) $9.67 $0.17 $0.77 $(0.18) 1997 10.00 0.09 0.47 (0.07) 1996 9.59 0.14 1.45 (0.19) 1995 11.00 0.15 (0.97) --
DISTRIBUTIONS FROM NET ASSETS REALIZED NET ASSET END OF CAPITAL VALUE END TOTAL PERIOD GAINS OF PERIOD RETURN (000) - ---------------------------------------------------------------------------------------------------------------------- INTERNATIONAL EQUITY FUND CLASS A For the six months ended March 31: 2000(1)+ $(0.23) $14.38 21.47%* $2,798,465 For the year ended September 30: 1999(1) $(0.35) $12.09 37.86% $1,844,459 For the seven month period ended September 30: 1998(1) $-- $9.16 (9.75)%* $966,707 For the years ended February 28 or 29: 1998(1) $(0.28) $10.15 10.21% $851,542 1997 (0.82) 9.67 5.70 524,062 1996 (0.99) 10.00 17.30 347,646 1995 (0.59) 9.59 (7.67) 328,503
RATIO OF NET RATIO OF RATIO OF INVESTMENT NET EXPENSES INCOME/(LOSS) RATIO OF INVESTMENT TO AVERAGE TO AVERAGE EXPENSES INCOME/(LOSS) NET ASSETS NET ASSETS PORTFOLIO TO AVERAGE TO AVERAGE (EXCLUDING (EXCLUDING TURNOVER NET ASSETS NET ASSETS WAIVERS) WAIVERS) RATE - ---------------------------------------------------------------------------------------------------------------------- INTERNATIONAL EQUITY FUND CLASS A For the six months ended March 31: 2000(1)+ 1.28% (0.07)%+ 1.29%+ (0.08)%+ 41% For the year ended September 30: 1999(1) 1.28% 0.39% 1.31% 0.36% 61% For the seven month period ended September 30: 1998(1) 1.24% 1.60%+ 1.31%+ 1.53%+ 66% For the years ended February 28 or 29: 1998(1) 1.21% 1.31% 1.30% 1.22% 75% 1997 1.28 1.11 1.42 0.97 117 1996 1.25 1.29 1.29 1.25 102 1995 1.19 1.30 1.21 1.28 64
+ ANNUALIZED. * RETURNS ARE FOR THE PERIOD INDICATED AND HAVE NOT BEEN ANNUALIZED. (1) PER SHARE NET INVESTMENT INCOME AND NET REALIZED AND UNREALIZED GAINS/(LOSSES) CALCULATED USING AVERAGE SHARES. (2) DISTRIBUTIONS FROM NET INVESTMENT INCOME INCLUDE DISTRIBUTIONS OF CERTAIN FOREIGN CURRENCY GAINS AND LOSSES. AMOUNTS DESIGNATED AS "--" ARE EITHER $0 OR HAVE BEEN ROUNDED TO $0. + BASED ON UNAUDITED FIGURES Page 14 of 16 SEI INSTITUTIONAL INTERNATIONAL TRUST INVESTMENT ADVISER SEI Investments Management Corporation One Freedom Valley Drive Oaks, PA 19456 DISTRIBUTOR SEI Investments Distribution Co. One Freedom Valley Drive Oaks, PA 19456 LEGAL COUNSEL Morgan, Lewis & Bockius LLP More information about the Fund is available without charge through the following: STATEMENT OF ADDITIONAL INFORMATION (SAI) The SAI dated August 31, 2000, includes detailed information about the SEI Institutional International Trust. The SAI is on file with the SEC and is incorporated by reference into this prospectus. This means that the SAI, for legal purposes, is a part of this prospectus. ANNUAL AND SEMI-ANNUAL REPORTS These reports typically list the Fund's holdings and contain information from the Fund's managers about fund strategies and market conditions and trends. The reports also contain detailed financial information about the Fund. TO OBTAIN MORE INFORMATION: BY TELEPHONE: Call 1-800-DIAL-SEI BY MAIL: Write to the Fund at: One Freedom Valley Drive Oaks, PA 19456 BY INTERNET: http://www.seic.com Page 15 of 16 FROM THE SEC: You can also obtain the SAI or the Annual and Semi-Annual Reports, as well as other information about the SEI Institutional International Trust, from the EDGAR Database on the SEC's website ("http://www.sec.gov"). You may review and copy documents at the SEC Public Reference Room in Washington, DC (for information on the operation of the Public Reference Room, call 1-202-942-8090). You may request documents by mail from the SEC, upon payment of a duplicating fee, by writing to: Securities and Exchange Commission, Public Reference Section, Washington, DC 20549-0102. You may also obtain this information, upon payment of a duplicating fee, by e-mailing the SEC at the following address: publicinfo@sec.gov. The Trust's Investment Company Act registration number is 811-5601. Page 16 of 16 SEI INSTITUTIONAL INTERNATIONAL TRUST Administrator: SEI Investments Fund Management Distributor: SEI Investments Distribution Co. Investment Advisers and Sub-Advisers: Acadian Asset Management, Inc. BlackRock International, Ltd. Capital Guardian Trust Company Coronation Asset Management (Proprietary) Limited Credit Suisse Asset Management Limited Morgan Stanley Dean Witter Investment Management Inc. Nicholas-Applegate Capital Management Oechsle International Advisors, LLC Salomon Brothers Asset Management Inc SEI Investments Management Corporation SG Pacific Asset Management, Inc. SG Yamaichi Asset Management Co., Ltd. SGY Asset Management (Singapore) Limited Strategic Fixed Income, L.L.C. This STATEMENT OF ADDITIONAL INFORMATION is not a Prospectus. It is intended to provide additional information regarding the activities and operations of SEI Institutional International Trust (the "Trust"), and should be read in conjunction with the Trust's Prospectuses for the Class A shares of the International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Funds, the Class D shares of the International Equity Fund each dated January 31, 2000 and in conjunction with the Trust's Prospectus for the Class I shares of the International Equity Fund dated August 31, 2000. Prospectuses may be obtained without charge by writing the Trust's distributor, SEI Investments Distribution Co., Oaks, Pennsylvania 19456, or by calling 1-800-342-5734. TABLE OF CONTENTS The Trust................................................... S-2 Investment Objectives and Policies.......................... S-2 Description of Permitted Investments and Risk Factors....... S-6 Description of Ratings...................................... S-23 Investment Limitations...................................... S-23 Non-Fundamental Policies.................................... S-26 The Administrator........................................... S-26 The Advisers and Sub-Advisers............................... S-27 Distribution, Administration and Shareholder Servicing...... S-30 Trustees and Officers of the Trust.......................... S-32 Performance................................................. S-34 Purchase and Redemption of Shares........................... S-35 Shareholder Services (Class D shares)....................... S-37 Taxes....................................................... S-39 Portfolio Transactions...................................... S-41 Description of Shares....................................... S-43 Limitation of Trustees' Liability........................... S-44 Code of Ethics.............................................. S-44 Voting...................................................... S-44 Shareholder Liability....................................... S-44 Control Persons and Principal Holders of Securities......... S-45 Experts..................................................... S-46 Custodian................................................... S-46 Legal Counsel............................................... S-46 Financial Statements........................................ S-46 August 31, 2000
THE TRUST SEI Institutional International Trust (formerly, "SEI International Trust") (the "Trust") is an open-end management investment company established as a Massachusetts business trust pursuant to a Declaration of Trust dated June 30, 1988, and which has diversified and non-diversified portfolios. The Declaration of Trust permits the Trust to offer separate series ("portfolios") of units of beneficial interest ("shares") and separate classes of portfolios. Except for differences between a Fund's Class A shares, Class D shares and Class I shares pertaining to distribution, shareholder servicing and administration plans, voting rights, dividends and transfer agent expenses, each share of each portfolio represents an equal proportionate interest in that portfolio with each other share of that portfolio. This Statement of Additional Information relates to the following portfolios: International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Funds (each a "Fund" and, together, the "Funds"), and any different classes of the Funds. INVESTMENT OBJECTIVES AND POLICIES INTERNATIONAL EQUITY FUND--The International Equity Fund seeks to provide long-term capital appreciation by investing primarily in a diversified portfolio of equity securities of non-U.S. issuers. Under normal circumstances, at least 65% of the International Equity Fund's assets will be invested in equity securities of non-U.S. issuers located in at least three countries other than the United States. The Fund may also invest, to a limited extent, in securities of issuers located in emerging market countries. Securities of non-U.S. issuers purchased by the Fund will typically be listed on recognized foreign exchanges, but also may be purchased in over-the-counter markets, on U.S. registered exchanges, or in the form of sponsored or unsponsored American Depositary Receipts ("ADRs") traded on registered exchanges or NASDAQ, or sponsored or unsponsored European Depositary Receipts ("EDRs"), Continental Depositary Receipts ("CDRs") or Global Depositary Receipts ("GDRs"). The Fund expects its investments to emphasize both large, intermediate and small capitalization companies. The Fund expects to be fully invested in the primary investments described above, but may invest up to 35% of its total assets in U.S. or non-U.S. cash reserves; money market instruments; swaps; options on securities and non-U.S. indices; futures contracts, including stock index futures contracts; and options on futures contracts. The Fund is permitted to acquire floating and variable rate securities, purchase securities on a when-issued or delayed delivery basis, and invest up to 15% of its total assets in illiquid securities. Although permitted to do so, the Fund does not currently intend to invest in securities issued by passive foreign investment companies or to engage in securities lending. For temporary defensive purposes, when the advisers determine that market conditions warrant, the Fund may invest up to 100% of its assets in U.S. dollar-denominated fixed income securities or debt obligations and the following domestic and foreign money market instruments: government obligations, certificates of deposit, bankers' acceptances, time deposits, commercial paper, short-term corporate debt issues and repurchase agreements, and may hold a portion of their assets in cash. In addition, the Fund may invest in the foregoing instruments and hold cash for liquidity purposes. For temporary defensive purposes when the advisers determine that market conditions warrant, the Fund may invest up to 50% of its assets in U.S. and non-U.S. money market instruments and in other U.S. and non-U.S. long- and short-term debt instruments which are rated BBB or higher by Standard & Poor's Corporation ("S&P") or Baa or higher by Moody's Investor Services, Inc. ("Moody's") at the time of purchase, or which are determined by the advisers to be of comparable quality; maintain a portion of such assets in cash; and invest such assets in obligations of supranational entities which are rated A or higher by S&P or Moody's at the time of purchase or which are determined by the advisers to be of comparable quality. S-2 EMERGING MARKETS EQUITY FUND--The Emerging Markets Equity Fund seeks to provide capital appreciation by investing primarily in a diversified portfolio of equity securities of emerging market issuers. Under normal circumstances, at least 65% of the Emerging Markets Equity Fund's total assets will be invested in equity securities of emerging market issuers. Under normal conditions, the Fund maintains investments in at least six emerging market countries and does not invest more than 35% of its total assets in any one emerging market country. The Fund defines an emerging market country as any country the economy and market of which the World Bank or the United Nations considers to be emerging or developing. The Fund's advisers consider emerging market issuers to include companies the securities of which are principally traded in the capital markets of emerging market countries; that derive at least 50% of their total revenue from either goods produced or services rendered in emerging market countries, regardless of where the securities of such companies are principally traded; or that are organized under the laws of and have a principal office in an emerging market country. The Fund expects to be fully invested in the primary investments described above, but may invest up to 35% of its total assets in debt securities, including up to 5% of its total assets in debt securities rated below investment grade. These debt securities will include debt securities of governmental and private issuers in emerging market countries. Bonds rated below investment grade are often referred to as "junk bonds." Such securities involve greater risk of default or price volatility than investment grade securities. The Fund may invest in certain debt securities issued by the governments of emerging market countries that are or may be eligible for conversion into investments in emerging market companies under debt conversion programs sponsored by such governments. The Fund may invest up to 15% of its total assets in illiquid securities. The Fund's advisers believe that carefully selected investments in joint ventures, cooperatives, partnerships, private placements, unlisted securities and other similar situations (collectively, "special situations") could enhance the Fund's capital appreciation potential. Investments in special situations may be liquid, as determined by the Fund's advisers based on criteria approved by the Board of Trustees. To the extent these investments are deemed illiquid, the Fund's investment in them will be subject to its 15% restriction on investment in illiquid securities. The Fund may invest up to 10% of its total assets in shares of other investment companies. The Fund may invest in futures contracts and purchase securities on a when-issued or delayed delivery basis. The Fund may also purchase and write options to buy or sell futures contracts. For temporary defensive purposes, when the advisers determine that market conditions warrant, the Fund may invest up to 100% of its assets in U.S. dollar-denominated fixed income securities or debt obligations and the following domestic and foreign money market instruments: government obligations, certificates of deposit, bankers' acceptances, time deposits, commercial paper, short-term corporate debt issues and repurchase agreements, and may hold a portion of their assets in cash. In addition, the Fund may invest in the foregoing instruments and hold cash for liquidity purposes. For temporary defensive purposes when the advisers determine that market conditions warrant, the Fund may invest up to 20% of its total assets in the equity securities of companies included in the Morgan Stanley Capital International Europe, Australia, Far East Index (the "EAFE Index"). These companies typically have larger average market capitalizations than the emerging market companies in which the Fund generally invests. INTERNATIONAL FIXED INCOME FUND--The International Fixed Income Fund seeks to provide capital appreciation and current income through investment primarily in investment grade, non-U.S. dollar denominated government, corporate, mortgage-backed and asset-backed fixed income securities. Under normal circumstances, at least 65% of the International Fixed Income Fund's assets will be invested in investment grade foreign government and foreign corporate, mortgage, and/or asset-backed fixed income securities of issuers located in at least three countries other than the United States. S-3 The International Fixed Income Fund will invest primarily in: (i) fixed income securities issued or guaranteed by a foreign government or one of its agencies, authorities, instrumentalities or political subdivisions; (ii) fixed income securities issued or guaranteed by supranational entities; (iii) fixed income securities issued by foreign or multinational corporations; (iv) convertible securities issued by foreign or multinational corporations; (v) fixed income securities issued by foreign banks or bank holding companies; (vi) asset-backed securities; and (vii) mortgage-backed securities. All such investments will be in investment grade securities denominated in various currencies, including the euro. Investment grade securities are rated in one of the highest four rating categories by a nationally recognized statistical rating agency ("NRSRO") or determined by the adviser to be of comparable quality at the time of purchase. The Fund expects to be fully invested in the primary investments described above, but may invest in obligations issued or guaranteed as to principal and interest by the United States Government, its agencies or instrumentalities ("U.S. Government securities"), swaps, options and futures. The Fund may also purchase and write options to buy or sell futures contracts, purchase securities on a when-issued or delayed delivery basis and engage in short selling. The Fund may invest up to 10% of its total assets in illiquid securities. Furthermore, although the Fund will concentrate its investments in relatively developed countries, the Fund may invest up to 20% of its assets in fixed income securities of issuers in, or denominated in the currencies of, developing countries and that are investment-grade securities or determined by the advisers to be of comparable quality to such securities and debt obligations at the time of purchase. For temporary defensive purposes, when the advisers determine that market conditions warrant, the Fund may invest up to 100% of its assets in U.S. dollar-denominated fixed income securities or debt obligations and the following domestic and foreign money market instruments: government obligations, certificates of deposit, bankers' acceptances, time deposits, commercial paper, short-term corporate debt issues and repurchase agreements, and may hold a portion of their assets in cash. In addition, the Fund may invest in the foregoing instruments and hold cash for liquidity purposes. Under normal circumstances, the portfolio turnover rate for this Fund is expected to exceed 200% per year. Higher portfolio turnover rates can result in corresponding increases in portfolio transaction costs and taxes. The Fund will not consider portfolio turnover a limiting factor in implementing investment decisions which are consistent with the Portfolio's objectives and policies. EMERGING MARKETS DEBT FUND--The investment objective of the Emerging Markets Debt Fund is to maximize total return. Under normal circumstances, at least 80% of the Emerging Markets Debt Fund's total assets will be invested in debt securities of government, government-related and corporate issuers in emerging market countries and of entities organized to restructure the outstanding debt of such issuers. The Fund defines an emerging market country as any country the economy and market of which the World Bank or the United Nations considers to be emerging or developing. The Fund's advisers consider emerging market issuers to be companies the securities of which are principally traded in the capital markets of emerging market countries; that derive at least 50% of their total revenue from either goods produced or services rendered in emerging market countries, regardless of where the securities of such companies are principally traded; that are organized under the laws of and have a principal office in an emerging market country; or that are government issuers located in an emerging market country. Emerging market country fixed income securities in which the Emerging Markets Debt Fund may invest are U.S. dollar-denominated and non-U.S. dollar-denominated corporate and government debt securities, including bonds, notes, bills, debentures, convertible securities, warrants, bank debt obligations, short-term paper, mortgage and other asset-backed securities, preferred stock, loan participations and assignments and interests issued by entities organized and operated for the purpose of restructuring the investment characteristics of instruments issued by emerging market country issuers. The Fund may invest in Brady Bonds, which are debt securities issued by debtor nations to restructure their outstanding external indebtedness, and which comprise a significant portion of the emerging debt market. S-4 The Fund's investments in high yield government, government-related and restructured debt securities will consist of: (i) debt securities or obligations issued or guaranteed by governments, governmental agencies or instrumentalities and political subdivisions located in emerging market countries (including participations in loans between governments and financial institutions); (ii) debt securities or obligations issued by government-owned, controlled or sponsored entities located in emerging market countries (including participations in loans between governments and financial institutions); and (iii) interests in structured securities of issuers organized and operated for the purpose of restructuring the investment characteristics of instruments issued by any of the entities described above (collectively, "High Yield Foreign Sovereign Debt Securities"). Even though many of these securities are issued by governmental issuers, they may still be considered junk bonds on account of the governmental issuer's poor credit rating. The Fund may also purchase investment grade obligations of the foregoing governmental issuers. The Fund's investments in debt securities of corporate issuers in emerging market countries may include high yield or investment grade debt securities or other obligations issued by: (i) banks located in emerging market countries or by branches of emerging market country banks located in other emerging market countries; or (ii) companies organized under the laws of an emerging market country. The Fund expects to be fully invested in the primary investments described above, but may invest up to 10% of its total assets in common stock, convertible securities, warrants or other equity securities when consistent with the Fund's objective. The Fund will generally hold such equity investments as a result of purchases of unit offerings of fixed-income securities which include such securities or in connection with an actual or proposed conversion or exchange of fixed income securities. The Fund may also enter into repurchase agreements and reverse repurchase agreements, may purchase when-issued and delayed-delivery securities, lend portfolio securities and invest in shares of other investment companies. The Fund may purchase restricted securities and may invest up to 15% of the value of its total assets in illiquid securities. The Fund may invest in options and futures for hedging purposes, and may enter into swaps or related transactions. The Fund may invest in receipts, zero coupon securities, pay-in-kind bonds, Eurobonds, dollar rolls, and deferred payment securities. The securities in which the Fund will invest will not be required to meet a minimum rating standard and may not be rated for creditworthiness by any internationally recognized credit rating organization. Generally, the Fund's investments are expected to be in the lower and lowest rating categories established by internationally recognized credit rating organizations or determined to be of comparable quality. Such securities, commonly known as "junk bonds," involve significantly greater risks, including price volatility and the risk of default of payment of interest and principal, than higher rated securities. For temporary defensive purposes, when the advisers determine that market conditions warrant, the Fund may invest up to 100% of its assets in U.S. dollar-denominated fixed income securities or debt obligations and the following domestic and foreign money market instruments: government obligations, certificates of deposit, bankers' acceptances, time deposits, commercial paper, short-term corporate debt issues and repurchase agreements, and may hold a portion of their assets in cash. In addition, the Fund may invest in the foregoing instruments and hold cash for liquidity purposes. There is no limit on the percentage of the Fund's assets that may be invested in non-U.S. dollar denominated securities. However, it is expected that the majority of the Fund's assets will be denominated in U.S. dollars. S-5 DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS AMERICAN DEPOSITORY RECEIPTS, CONTINENTAL DEPOSITARY RECEIPTS, EUROPEAN DEPOSITARY RECEIPTS AND GLOBAL DEPOSITARY RECEIPTS--ADRs are securities, typically issued by a U.S. financial institution (a "depositary"), that evidence ownership interests in a security or a pool of securities issued by a foreign issuer and deposited with the depositary. EDRs, which are sometimes referred to as CDRs, are securities, typically issued by a non-U.S. financial institution, that evidence ownership interests in a security or a pool of securities issued by either a U.S. or foreign issuer. GDRs are issued globally and evidence a similar ownership arrangement. Generally, ADRs are designed for trading in the U.S. securities market, EDRs are designed for trading in European securities markets and GDRs are designed for trading in non-U.S. securities markets. ADRs, EDRs, CDRs and GDRs may be available for investment through "sponsored" or "unsponsored" facilities. A sponsored facility is established jointly by the issuer of the security underlying the receipt and a depositary, whereas an unsponsored facility may be established by a depositary without participation by the issuer of the receipt's underlying security. Holders of an unsponsored depositary receipt generally bear all the costs of the unsponsored facility. The depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through to the holders of the receipts voting rights with respect to the deposited securities. ASSET-BACKED SECURITIES--Asset-backed securities are securities secured by non-mortgage assets such as company receivables, truck and auto loans, leases and credit card receivables. Such securities are generally issued as pass-through certificates, which represent undivided fractional ownership interests in the underlying pools of assets. Such securities also may be debt instruments, which are also known as collateralized obligations and are generally issued as the debt of a special purpose entity, such as a trust, organized solely for the purpose of owning such assets and issuing such debt. Credit support for asset-backed securities may be based on the underlying assets and/or provided by a third party through credit enhancements. Credit enhancements techniques include letters of credit, insurance bonds, limited guarantees (which are generally provided by the issuer), senior-subordinated structures and overcollateralization. Asset-backed securities are not issued or guaranteed by the United States Government or its agencies or instrumentalities; however, the payment of principal and interest on such obligations may be guaranteed up to certain amounts for a certain period by a letter of credit issued by a financial institution (such as a bank or insurance company) unaffiliated with the issuers of such securities. The purchase of asset-backed securities raises risk considerations peculiar to the financing of the instruments underlying such securities. For example, there is a risk that another party could acquire an interest in the obligations superior to that of the holders of the asset-backed securities. There also is the possibility that recoveries on repossessed securities entail prepayment risk, which may vary depending on the type of asset, but is generally less than the prepayment risk associated with mortgage-backed securities. In addition, credit card receivables are unsecured obligations of the card holders. The market for asset-backed securities is at a relatively early stage of development. Accordingly, there may be a limited secondary market for such securities. BANK OBLIGATIONS--Bank obligations of United States and foreign commercial banks or savings and loan institutions which the Funds may buy include certificates of deposit, time deposits and bankers' acceptances. A certificate of deposit is an interest-bearing instrument with a specific maturity issued by a bank or savings and loan institution in exchange for the deposit of funds that normally can be traded in the secondary market prior to maturity. A time deposit is an account containing a currency balance pledged to remain at a particular bank for a specified period in return for payment of interest. A bankers' acceptance is a bill of exchange guaranteed by a bank or trust company for payment within one to six months. Bankers' acceptances are used to provide manufacturers and exporters with capital to operate between the time of manufacture or export and payment by the purchaser. BRADY BONDS--Certain debt obligations, customarily referred to as "Brady Bonds," are created through the exchange of existing commercial bank loans to foreign entities for new obligations in S-6 connection with a debt restructuring. Brady Bonds have only been issued since 1989, and, accordingly, do not have a long payment history. In addition, they are issued by governments that may have previously defaulted on the loans being restructured by the Brady Bonds, so are subject to the risk of default by the issuer. They may be fully or partially collateralized or uncollateralized and issued in various currencies (although most are U.S. dollar denominated) and they are actively traded in the over-the-counter secondary market. U.S. dollar-denominated, collateralized Brady Bonds, which may be fixed rate par bonds or floating rate discount bonds, are generally collateralized in full as to principal due at maturity by U.S. Treasury zero coupon obligations which have the same maturity as the Brady Bonds. Certain interest payments on these Brady Bonds may be collateralized by cash or securities in an amount that, in the case of fixed rate bonds, is typically equal to between 12 and 18 months of rolling interest payments or, in the case of floating rate bonds, initially is typically equal to between 12 and 18 months rolling interest payments based on the applicable interest rate at that time and is adjusted at regular intervals thereafter with the balance of interest accruals in each case being uncollateralized. Payment of interest and (except in the case of principal collateralized Brady Bonds) principal on Brady Bonds with no or limited collateral depends on the willingness and ability of the foreign government to make payment. In the event of a default on collateralized Brady Bonds for which obligations are accelerated, the collateral for the payment of principal will not be distributed to investors, nor will such obligations be sold and the proceeds distributed. The collateral will be held by the collateral agent to the scheduled maturity of the defaulted Brady Bonds, which will continue to be outstanding, at which time the face amount of the collateral will equal the principal payments which would have then been due on the Brady Bonds in the normal course. Based upon current market conditions, a Fund would not intend to purchase Brady Bonds which, at the time of investment, are in default as to payment. However, in light of the residual risk of Brady Bonds and, among other factors, the history of default with respect to commercial bank loans by public and private entities of countries issuing Brady Bonds, investments in Brady Bonds are to be viewed as speculative. A substantial portion of the Brady Bonds and other sovereign debt securities in which the Emerging Markets Debt Fund invests are likely to be acquired at a discount, which involves certain additional considerations. Sovereign obligors in developing and emerging market countries are among the world's largest debtors to commercial banks, other governments, international financial organizations and other financial institutions. These obligors have in the past experienced substantial difficulties in servicing their external debt obligations, which led to defaults on certain obligations and the restructuring of certain indebtedness. Restructuring arrangements have included, among other things, reducing and rescheduling interest and principal payments by negotiating new or amended credit agreements or converting outstanding principal and unpaid interest to Brady Bonds, and obtaining new credit to finance interest payments. Holders of certain foreign sovereign debt securities may be requested to participate in the restructuring of such obligations and to extend further loans to their issuers. There can be no assurance that the Brady Bonds and other foreign sovereign debt securities in which the Fund may invest will not be subject to similar restructuring arrangements or to requests for new credit which may adversely affect a Fund's holdings. Furthermore, certain participants in the secondary market for such debt may be directly involved in negotiating the terms of these arrangements and may therefore have access to information not available to other market participants. CERTIFICATES OF DEPOSIT--A certificate of deposit is a negotiable, interest-bearing instrument with a specific maturity. Certificates of deposit are issued by banks and savings and loan institutions in exchange for the deposit of funds, and normally can be traded in the secondary market prior to maturity. Certificates of deposit have penalties for early withdrawal. COMMERCIAL PAPER--Commercial paper which the Funds may purchase includes variable amount master demand notes, which may or may not be backed by bank letters of credit. These notes permit the investment of fluctuating amounts at varying market rates of interest pursuant to direct arrangements between a Fund, as lender, and the borrower. Such notes provide that the interest rate on the amount S-7 outstanding varies on a daily, weekly or monthly basis depending upon a stated short-term interest rate index. There is no secondary market for the notes. CONVERTIBLE SECURITIES--Convertible securities are securities that are exchangeable for a set number of another security at a prestated price. Convertible securities have characteristics similar to both fixed income and equity securities. Because of the conversion feature, the market value of convertible securities tends to move together with the market value of the underlying stock. As a result, a Fund's selection of convertible securities is based, to a great extent, on the potential for capital appreciation that may exist in the underlying stock. DOLLAR ROLLS--"Dollar rolls" are transactions in which the Fund sells securities for delivery in the current month and simultaneously contracts to repurchase substantially similar securities on a specified future date. The difference between the sale price and the purchase price (plus any interest earned on the cash proceeds of the sale) is netted against the interest income foregone on the securities sold to arrive at an implied borrowing rate. Alternatively, the sale and purchase transactions can be executed at the same price, with the Fund being paid a fee as consideration for entering into the commitment to purchase. EQUITY-LINKED WARRANTS--Equity linked warrants provide a way for investors to access markets where entry is difficult and time consuming due to regulation. Typically, a broker issues warrants to an investor and then purchases shares in the local market and issues a call warrant hedged on the underlying holding. If the investor exercises his call and closes his position the shares are sold and the warrant redeemed with the proceeds. Each warrant represents one share of the underlying stock, therefore, the price, performance and liquidity of the warrant are all directly linked to the underlying stock. The warrants can be redeemed for 100% of the value of the underlying stock (less transaction costs). Being American style warrants, they can be exercised at any time. The warrants are U.S. dollar denominated and priced daily on several international stock exchanges. There are risks associated with equity-linked warrants: The investor will bear the full counterparty risk to the issuing broker, (but the sub-advisers can mitigate this by only purchasing from issuers with the highest credit rating (AA or better)). They also have a longer settlement period because they go through the same registration process as the underlying shares (about three weeks) and during this time the shares cannot be sold. There is currently no active trading market for equity-linked warrants. Certain issuers of such warrants may be deemed to be "investment companies" as defined in the 1940 Act. As a result, the Fund's investment in such warrants may be limited by certain investment restrictions contained in the 1940 Act. The International Equity, Emerging Markets Equity and International Fixed Income Funds each may invest in equity-linked warrants. EQUITY SECURITIES--Equity securities represent ownership interests in a company or corporation, and include common stock, preferred stock, and warrants and other rights to acquire such instruments. Investments in equity securities in general are subject to market risks that may cause their prices to fluctuate over time. The value of convertible equity securities is also affected by prevailing interest rates, the credit quality of the issuer and any call provisions. Fluctuations in the value of equity securities in which a Fund invests will cause the net asset value of the Fund to fluctuate. Investments in small or middle capitalization companies involve greater risk than is customarily associated with larger, more established companies due to the greater business risks of small size, limited markets and financial resources, narrow product lines and the frequent lack of depth of management. The securities of small or medium-sized companies are often traded over-the-counter, and may not be traded in volumes typical of securities traded on a national securities exchange. Consequently, the securities of smaller companies may have limited market stability and may be subject to more severe, abrupt or erratic market movements than securities of larger, more established companies or the market averages in general. S-8 THE EURO--On January 1, 1999, the European Monetary Union (EMU) implemented a new currency unit, the euro, which is expected to reshape financial markets, banking systems and monetary policies in Europe and other parts of the world. The countries initially expected to convert or tie their currencies to the euro include Austria, Belgium, France, Germany, Luxembourg, the Netherlands, Ireland, Finland, Italy, Portugal and Spain. Implementation of this plan means that financial transactions and market information, including share quotations and company accounts, in participating countries will be denominated in euros. A significant percentage of the stock exchange capitalization of the total European market may be reflected in euros, and participating governments will issue their bonds in euros. Monetary policy for participating countries will be uniformly managed by a new central bank, the European Central Bank (ECB). Although it is not possible to predict the eventual impact of the euro implementation plan on the Portfolios, the transition to the euro may change the economic environment and behavior of investors, particularly in European markets. For example, investors may begin to view those countries participating in the EMU as a single entity, and the Adviser may need to adapt its investment strategy accordingly. The process of implementing the euro also may adversely affect financial markets world-wide and may result in changes in the relative strength and value of the U.S. dollar or other major currencies, as well as possible adverse tax consequences. The ongoing transition to the euro is likely to have a significant impact on fiscal and monetary policy in the participating countries and may produce unpredictable effects on trade and commerce generally. These resulting uncertainties could create increased volatility in financial markets world-wide. EUROBONDS--A Eurobond is a bond denominated in U.S. dollars or another currency and sold to investors outside of the country whose currency is used. Eurobonds may be issued by government or corporate issuers, and are typically underwritten by banks and brokerage firms from numerous countries. While Eurobonds typically pay principal and interest in Eurodollars, U.S. dollars held in banks outside of the United States, they may pay principal and interest in other currencies. FIXED INCOME SECURITIES--Fixed income securities consist primarily of debt obligations issued by governments, corporations, municipalities and other borrowers, but may also include structured securities that provide for participation interests in debt obligations. The market value of fixed income investments will generally change in response to interest rate changes and other factors. During periods of falling interest rates, the values of outstanding fixed income securities generally rise. Conversely, during periods of rising interest rates, the values of such securities generally decline. Moreover, while securities with longer maturities tend to produce higher yields, the prices of longer maturity securities are also subject to greater market fluctuations as a result of changes in interest rates. Changes by recognized agencies in the rating of any fixed income security and in the ability of an issuer to make payments of interest and principal also affect the value of these investments. Changes in the value of these securities will not affect cash income derived from these securities, but will affect a Fund's net asset value. There are no restrictions on the average maturity of the International Fixed Income or the Emerging Markets Debt Funds or on the maturity of any single instrument held by any Fund. Maturities may vary widely depending on the adviser's assessment of interest rate trends and other economic and market factors. In the event a security owned by a Fund is downgraded, the adviser will review the situation and take appropriate action with regard to the security. Fixed income securities rated BBB or Baa lack outstanding investment characteristics, and have speculative characteristics as well. Fixed income securities rated below investment grade are often referred to as "junk bonds." Such securities involve greater risk of default or price declines than investment grade securities. FORWARD FOREIGN CURRENCY CONTRACTS--The Funds may enter into forward foreign currency contracts to manage foreign currency exposure and as a hedge against possible variations in foreign exchange rates. The Funds may enter into forward foreign currency contracts to hedge a specific security transaction or to hedge a portfolio position. These contracts may be bought or sold to protect the Funds, to some degree, against possible losses resulting from an adverse change in the relationship between foreign S-9 currencies and the U.S. dollar. The Funds also may invest in foreign currency futures and in options on currencies. Forward foreign currency contracts involve an obligation to purchase or sell a specified currency at a future date at a price set at the time of the contract. A Fund may enter into a contract to sell, for a fixed amount of U.S. dollars or other appropriate currency, the amount of foreign currency approximating the value of some or all of the Fund's securities denominated in such foreign currency. Forward currency contracts do not eliminate fluctuations in the values of portfolio securities but rather allow a Fund to establish a rate of exchange for a future point in time. At the maturity of a forward contract, the Fund may either sell a Fund security and make delivery of the foreign currency, or it may retain the security and terminate its contractual obligation to deliver the foreign currency by purchasing an "offsetting" contract with the same currency trader, obligating it to purchase, on the same maturity date, the same amount of the foreign currency. The Fund may realize a gain or loss from currency transactions. When entering into a contract for the purchase or sale of a security in a foreign currency, a Fund may enter into a forward foreign currency contract for the amount of the purchase or sale price to protect against variations, between the date the security is purchased or sold and the date on which payment is made or received, in the value of the foreign currency relative to the United States dollar or other foreign currency. Also, when an adviser anticipates that a particular foreign currency may decline substantially relative to the United States dollar or other leading currencies, in order to reduce risk, a Fund may enter into a forward contract to sell, for a fixed amount, the amount of foreign currency approximating the value of its securities denominated in such foreign currency. With respect to any such forward foreign currency contract, it will not generally be possible to match precisely the amount covered by that contract and the value of the securities involved due to changes in the values of such securities resulting from market movements between the date the forward contract is entered into and the date it matures. In addition, while forward currency contracts may offer protection from losses resulting from declines in value of a particular foreign currency, they also limit potential gains which might result from increases in the value of such currency. A Fund will also incur costs in connection with forward foreign currency contracts and conversions of foreign currencies into United States dollars. A Fund will place assets in a segregated account to assure that its obligations under forward foreign currency contracts are covered. FUTURES AND OPTIONS OF FUTURES--Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a specific security or currency at a specified future time and at a specified price. An option on a futures contract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise price during the term of the option. A Fund may use futures contracts and related options for bona fide hedging purposes, to offset changes in the value of securities or currencies held or expected to be acquired or be disposed of, to minimize fluctuations in foreign currencies, or to gain exposure to a particular market or instrument. A Fund will minimize the risk that it will be unable to close out a futures contract by only entering into futures contracts which are traded on national futures exchanges. An index futures contract is a bilateral agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to a specified dollar amount times the difference between the index value at the close of trading of the contract and the price at which the futures contract is originally struck. No physical delivery of the securities comprising the Index is made; generally contracts are closed out prior to the expiration date of the contract. In order to avoid leveraging and related risks, when a Fund invests in futures contracts, it will cover its position by depositing an amount of cash or liquid securities equal to the market value of the futures positions held, less margin deposits, in a segregated account and that amount will be marked to market on a daily basis. There are risks associated with these activities, including the following: (1) the success of a hedging strategy may depend on an ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates; (2) there may be an imperfect or no correlation between the S-10 changes in market value of the securities held by the Fund and the prices of futures and options on futures; (3) there may not be a liquid secondary market for a futures contract or option; (4) trading restrictions or limitations may be imposed by an exchange; and (5) government regulations may restrict trading in futures contracts and options on futures. A Fund may enter into futures contracts and options on futures contracts traded on an exchange regulated by the Commodities Futures Trading Commission ("CFTC"), as long as, to the extent that such transactions are not for "bona fide hedging purposes," the aggregate initial margin and premiums on such positions (excluding the amount by which such options are in the money) do not exceed 5% of a Fund's net assets. HIGH YIELD FOREIGN SOVEREIGN DEBT SECURITIES--Investing in fixed and floating rate high yield foreign sovereign debt securities will expose the Emerging Markets Debt Fund to the direct or indirect consequences of political, social or economic changes in the countries that issue the securities. The ability of a foreign sovereign obligor to make timely payments on its external debt obligations will also be strongly influenced by the obligor's balance of payments, including export performance, its access to international credits and investments, fluctuations in interest rates and the extent of its foreign reserves. Countries such as those in which the Fund may invest have historically experienced, and may continue to experience, high rates of inflation, high interest rates, exchange rate or trade difficulties and extreme poverty and unemployment. Many of these countries are also characterized by political uncertainty or instability. Additional factors which may influence the ability or willingness to service debt include, but are not limited to, a country's cash flow situation, the availability of sufficient foreign exchange on the date a payment is due, the relative size of its debt service burden to the economy as a whole, and its government's policy towards the International Monetary Fund, the World Bank and other international agencies. A country whose exports are concentrated in a few commodities or whose economy depends on certain strategic imports could be vulnerable to fluctuations in international prices of these commodities or imports. To the extent that a country receives payment for its exports in currencies other than dollars, its ability to make debt payments denominated in dollars could be adversely affected. If a foreign sovereign obligor cannot generate sufficient earnings from foreign trade to service its external debt, it may need to depend on continuing loans and aid from foreign governments, commercial banks and multilateral organizations, and inflows of foreign investment. The commitment on the part of these foreign governments, multilateral organizations and others to make such disbursements may be conditioned on the government's implementation of economic reforms and/or economic performance and the timely service of its obligations. Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result in the cancellation of such third parties' commitments to lend funds, which may further impair the obligor's ability or willingness to timely service its debts. ILLIQUID SECURITIES--Illiquid securities are securities that cannot be disposed of within seven business days at approximately the price at which they are being carried on a Fund's books. Illiquid securities include demand instruments with demand notice periods exceeding seven days, securities for which there is no active secondary market, and repurchase agreements with maturities of over seven days in length. The Funds may invest in securities that are neither listed on a stock exchange nor traded over-the-counter, including privately placed securities. Investing in such unlisted emerging country equity securities, including investments in new and early stage companies, may involve a high degree of business and financial risk that can result in substantial losses. As a result of the absence of a public trading market for these securities, they may be less liquid than publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices realized from these sales could be less than those originally paid by the Fund, or less than what may be considered the fair value of such securities. Further, companies whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements which might be applicable if their securities were publicly traded. If such securities are required to be registered under the securities laws of one or more jurisdictions before being resold, the Fund may be required to bear the expenses of registration. S-11 In addition, the Emerging Markets Equity Fund believes that carefully selected investments in joint ventures, cooperatives, partnerships, private placements, unlisted securities and other similar situations (collectively, "special situations") could enhance the Fund's capital appreciation potential. To the extent these investments are deemed illiquid, the Emerging Markets Equity Fund's investment in them will be consistent with its 15% restriction on investment in illiquid securities. Investments in special situations and certain other instruments may be liquid, as determined by the Fund's advisers based on criteria approved by the Board of Trustees. INVESTMENT COMPANIES--Because of restrictions on direct investment by U.S. entities in certain countries, investment in other investment companies may be the most practical or only manner in which an international and global fund can invest in the securities markets of those countries. A Fund does not intend to invest in other investment companies unless, in the judgment of its advisers, the potential benefits of such investments exceed the associated costs (which includes any investment advisory fees charged by the investment companies) relative to the benefits and costs associated with direct investments in the underlying securities. Investments in closed-end investment companies may involve the payment of substantial premiums above the net asset value of such issuer's portfolio securities and are subject to limitations under the 1940 Act. A Fund also may incur tax liability to the extent it invests in the stock of a foreign issuer that constitutes a "passive foreign investment company." As a shareholder in an investment company, a Fund would bear its ratable share of that investment company's expenses, including its advisory and administration fees. The Fund continues to pay its own management fees and other expenses with respect to their investments in shares of closed-end investment companies. LOWER RATED SECURITIES--Certain Funds may invest in lower-rated bonds commonly referred to as "junk bonds" or high-yield/high-risk securities. Lower rated securities are defined as securities rated below the fourth highest rating category by a nationally recognized statistical rating organization ("NRSRO"). Such obligations are speculative and may be in default. There may be no bottom limit on the ratings of high-yield securities that may be purchased or held by a Fund. Lower rated or unrated (I.E., high yield) securities are more likely to react to developments affecting issuers than are more highly rated securities, which primarily react to movements in the general level of interest rates. The market values of fixed-income securities tend to vary inversely with the level of interest rates. Yields and market values of high yield securities will fluctuate over time, reflecting not only changing interest rates but the market's perception of credit quality and the outlook for economic growth. When economic conditions appear to be deteriorating, medium to lower rated securities may decline in value due to heightened concern over credit quality, regardless of prevailing interest rates. Investors should carefully consider the relative risks of investing in high yield securities and understand that such securities are not generally meant for short-term investing. Adverse economic developments can disrupt the market for high yield securities, and severely affect the ability of issuers, especially highly leveraged issuers, to service their debt obligations or to repay their obligations upon maturity which may lead to a higher incidence of default on such securities. In addition, the secondary market for high yield securities, which is concentrated in relatively few market makers, may not be as liquid as the secondary market for more highly rated securities. As a result, the Fund's advisers could find it more difficult to sell these securities or may be able to sell the securities only at prices lower than if such securities were widely traded. Furthermore the Trust may experience difficulty in valuing certain securities at certain times. Prices realized upon the sale of such lower rated or unrated securities, under these circumstances, may be less than the prices used in calculating the Fund's net asset value. Lower rated or unrated debt obligations also present risks based on payment expectations. If an issuer calls the obligations for redemption, the Fund may have to replace the security with a lower yielding security, resulting in a decreased return for investors. If the Fund experiences unexpected net redemptions, S-12 it may be forced to sell its higher rated securities, resulting in a decline in the overall credit quality of the Fund's investment portfolio and increasing the exposure of the Fund to the risks of high yield securities. GROWTH OF HIGH-YIELD, HIGH-RISK BOND MARKET. The widespread expansion of government, consumer and corporate debt within the U.S. economy has made the corporate sector more vulnerable to economic downturns or increased interest rates. Further, an economic downturn could severely disrupt the market for lower rated bonds and adversely affect the value of outstanding bonds and the ability of the issuers to repay principal and interest. The market for lower-rated securities may be less active, causing market price volatility and limited liquidity in the secondary market. This may limit the Fund's ability to sell such securities at their market value. In addition, the market for these securities may be adversely affected by legislative and regulatory developments. Credit quality in the junk bond market can change suddenly and unexpectedly, and even recently issued credit ratings may not fully reflect the actual risks imposed by a particular security. SENSITIVITY TO INTEREST RATE AND ECONOMIC CHANGES. Lower rated bonds are very sensitive to adverse economic changes and corporate developments. During an economic downturn or substantial period of rising interest rates, highly leveraged issuers may experience financial stress that would aversely affect their ability to service their principal and interest payment obligations, to meet projected business goals, and to obtain additional financing. If the issuer of a bond defaulted on its obligations to pay interest or principal or entered into bankruptcy proceedings, the Fund may incur losses or expenses in seeking recovery of amounts owed to it. In addition, periods of economic uncertainty and change can be expected to result in increased volatility of market prices of high-yield, high-risk bonds and the Fund's net asset value. PAYMENT EXPECTATIONS. High-yield, high-risk bonds may contain redemption or call provisions. If an issuer exercised these provisions in a declining interest rate market, the Fund would have to replace the security with a lower yielding security, resulting in a decreased return for investors. Conversely, a high- yield, high-risk bond's value will decrease in a rising interest rate market, as will the value of the Fund's assets. If the Fund experiences significant unexpected net redemptions, this may force it to sell high-yield, high-risk bonds without regard to their investment merits, thereby decreasing the asset base upon which expenses can be spread and possibly reducing the Fund's rate of return. TAXES. The Fund may purchase debt securities (such as zero-coupon or pay-in-kind securities) that contain original issue discount. Original issue discount that accrues in a taxable year is treated as earned by a Fund and therefore is subject to the distribution requirements of the tax code even though the Fund has not received any interest payments on such obligations during that period. Because the original issue discount earned by the Fund in a taxable year may not be represented by cash income, the Fund may have to dispose of other securities and use the proceeds to make distributions to shareholders. LOAN PARTICIPATIONS AND ASSIGNMENTS--Loan participations are interests in loans to corporations or governments which are administered by the lending bank or agent for a syndicate of lending banks, and sold by the lending bank, financial institution or syndicate member ("intermediary bank"). In a loan participation, the borrower will be deemed to be the issuer of the participation interest, except to the extent the Fund derives its rights from the intermediary bank. Because the intermediary bank does not guarantee a loan participation in any way, a loan participation is subject to the credit risks generally associated with the underlying borrower. In the event of the bankruptcy or insolvency of the borrower, a loan participation may be subject to certain defenses that can be asserted by such borrower as a result of improper conduct by the intermediary bank. In addition, in the event the underlying borrower fails to pay principal and interest when due, the Fund may be subject to delays, expenses and risks that are greater than those that would have been involved if the Fund had purchased a direct obligation of such borrower. Under the terms of a loan participation, the Fund may be regarded as a creditor of the intermediary bank, (rather than of the underlying borrower), so that the Fund may also be subject to the risk that the intermediary bank may become insolvent. S-13 Loan assignments are investments in assignments of all or a portion of certain loans from third parties. When a Fund purchases assignments from lenders it will acquire direct rights against the borrower on the loan. Since assignments are arranged through private negotiations between potential assignees and assignors, however, the rights and obligations acquired by the Fund may differ from, and be more limited than, those held by the assigning lender. Loan participations and assignments may be considered liquid, as determined by the Funds' advisers based on criteria approved by the Board of Trustees. MONEY MARKET INSTRUMENTS--Money market securities are high-quality, dollar and non dollar-denominated, short-term debt instruments. They consist of: (i) bankers' acceptances, certificates of deposits, notes and time deposits of highly-rated U.S. banks and U.S. branches of foreign banks; (ii) U.S. Treasury obligations and obligations of agencies and instrumentalities of the U.S. Government; (iii) high-quality commercial paper issued by U.S. and foreign corporations; (iv) debt obligations with a maturity of one year or less issued by corporations and governments that issue high-quality commercial paper or similar securities; and (v) repurchase agreements involving any of the foregoing obligations entered into with highly-rated banks and broker-dealers. MORTGAGE-BACKED SECURITIES--The Funds may invest in mortgage-backed securities issued by the Government National Mortgage Association ("GNMA") and certain government-related organizations such as Fannie Mae and the Federal Home Loan Mortgage Corporation ("FHLMC"), as well as by non-governmental issuers such as commercial banks, savings and loan institutions, mortgage bankers, and private mortgage insurance companies. Mortgage-backed securities are instruments that entitle the holder to a share of all interest and principal payments from mortgages underlying the security. The mortgages backing these securities include conventional fifteen- and thirty-year fixed-rate mortgages, graduated payment mortgages, adjustable rate mortgages and balloon mortgages. During periods of declining interest rates, prepayment of mortgages underlying mortgage-backed securities can be expected to accelerate. Prepayment of mortgages which underlie securities purchased at a premium often results in capital losses, while prepayment of mortgages purchased at a discount often results in capital gains. Because of these unpredictable prepayment characteristics, it is often not possible to predict accurately the average life or realized yield of a particular issue. Although certain mortgage-backed securities are guaranteed by a third-party or otherwise similarly secured, the market value of the security, which may fluctuate, is not so secured. If a Fund purchases a mortgage-backed security at a premium, that portion may be lost if there is a decline in the market value of the security whether resulting from changes in interest rates or prepayments in the underlying mortgage collateral. As with other interest-bearing securities, the prices of such securities are inversely affected by changes in interest rates. However, though the value of a mortgage-backed security may decline when interest rates rise, the converse is not necessarily true since in periods of declining interest rates the mortgages underlying the securities are prone to prepayment. When the mortgage-backed securities held by a Fund are prepaid, the Fund must reinvest the proceeds in securities the yield of which reflects prevailing interest rates, which may be lower than the prepaid security. For this and other reasons, a mortgage-backed security's stated maturity may be shortened by unscheduled prepayments of the underlying mortgages and, therefore, it is not possible to predict accurately the security's return to a Fund. In addition, regular payments received in respect to mortgage-backed securities include both interest and principal. No assurance can be given as to the return a Fund will receive when these amounts are reinvested. A Fund may also invest in mortgage-backed securities that are collateralized mortgage obligations structured on pools of mortgage pass-through certificates or mortgage loans. For purposes of determining the average maturity of a mortgage-backed security in its investment portfolio, a Fund will utilize the expected average life of the security, as estimated in good faith by the Fund's advisers. Unlike most single family residential mortgages, commercial real estate property loans often contain provisions which substantially reduce the likelihood that such securities will be prepaid. The provisions generally impose significant prepayment penalties on loans and, in some cases there may be prohibitions on principal prepayments for several years following origination. S-14 GOVERNMENT PASS-THROUGH SECURITIES: These are securities that are issued or guaranteed by a U.S. Government agency representing an interest in a pool of mortgage loans. The primary issuers or guarantors of these mortgage-backed securities in the United States are GNMA, Fannie Mae and the FHLMC. GNMA, Fannie Mae and FHLMC guarantee timely distributions of interest to certificate holders. GNMA and Fannie Mae also guarantee timely distributions of scheduled principal. FHLMC generally guarantees only the ultimate collection of principal of the underlying mortgage loan. Fannie Mae and FHLMC obligations are not backed by the full faith and credit of the U.S. Government as GNMA certificates are, but Fannie Mae and FHLMC securities are supported by the instrumentalities' right to borrow from the U.S. Treasury. Government and private guarantees do not extend to the securities' value, which is likely to vary inversely with fluctuations in interest rates. PRIVATE PASS-THROUGH SECURITIES: These are mortgage-backed securities issued by a non-governmental entity, such as a trust. While they are generally structured with one or more types of credit enhancement, private pass-through securities typically lack a guarantee by an entity having the credit status of a governmental agency or instrumentality. COMMERCIAL MORTGAGE-BACKED SECURITIES ("CMBS"): CMBS are generally multi-class or pass-through securities backed by a mortgage loan or a pool of mortgage loans secured by commercial property, such as industrial and warehouse properties office buildings, retail space and shopping malls, multifamily properties and cooperative apartments. The commercial mortgage loans that underlie CMBS are generally not amortizing or not fully amortizing. That is, at their maturity date, repayment of the remaining principal balance or "balloon" is due and is repaid through the attainment of an additional loan of sale of the property. COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS"): CMOs are debt obligations of multiclass pass-through certificates issued by agencies or instrumentalities of the U.S. Government or by private originators or investors in mortgage loans. Principal payments on the underlying mortgage assets may cause CMOs to be retired substantially earlier than their stated maturities or final distribution dates, resulting in a loss of all or part of any premium paid. Each class of a CMO is issued with a specific fixed or floating coupon rate and has a stated maturity or final distribution date. REMICS: A REMIC is a CMO that qualifies for special tax treatment under the Internal Revenue Code and invests in certain mortgages principally secured by interests in real property. Investors may purchase beneficial interests in REMICs, which are known as "regular" interests, or "residual" interests. Guaranteed REMIC pass-through certificates ("REMIC Certificates") issued by Fannie Mae, GNMA or FHLMC represent beneficial ownership interests in a REMIC trust consisting principally of mortgage loans or Fannie Mae, FHLMC or GNMA-guaranteed mortgage pass-through certificates. For FHLMC REMIC Certificates, FHLMC guarantees the timely payment of interest, and also guarantees the payment of principal as payments are required to be made on the underlying mortgage participation certificates. Fannie Mae REMIC Certificates are issued and guaranteed as to timely distribution of principal and interest by Fannie Mae. GNMA REMIC Certificates are backed by the full faith and credit of the U.S. Government. PARALLEL PAY SECURITIES; PAC BONDS: Parallel pay CMOs and REMICs are structured to provide payments of principal on each payment date to more than one class. These simultaneous payments are taken into account in calculating the stated maturity date or final distribution date of each class, which must be retired by its stated maturity date or final distribution date, but may be retired earlier. Planned Amortization Class CMOs ("PAC Bonds") generally require payments of a specified amount of principal on each payment date. PAC Bonds are always parallel pay CMOs with the required principal payment on such securities having the highest priority after interest has been paid to all classes. PFANDBRIEFE: A Pfandbriefe is a fixed-term, fixed-rate bond issued by a German mortgage bank or a public-sector bank to finance secured real estate loans or public sector loans. Although Pfandbriefe are collateralized securities, the issuer assumes all of the prepayment risk. S-15 NON-DIVERSIFICATION--The International Fixed Income and Emerging Markets Debt Funds are non-diversified investment companies, as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), which means that a relatively high percentage of assets of the Funds may be invested in the obligations of a limited number of issuers. Although the advisers generally do not intend to invest more than 5% of each Fund's assets in any single issuer (with the exception of securities which are issued or guaranteed by a national government), the value of shares of the Funds may be more susceptible to any single economic, political or regulatory occurrence than the shares of a diversified investment company would be. The Funds intend to satisfy the diversification requirements necessary to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the "Code"), which requires that the Funds be diversified (I.E., not invest more than 5% of their assets in the securities in any one issuer) as to 50% of their assets. OBLIGATIONS OF SUPRANATIONAL ENTITIES--Supranational entities are entities established through the joint participation of several governments, including the Asian Development Bank, the Inter-American Development Bank, International Bank for Reconstruction and Development (World Bank), African Development Bank, European Economic Community, European Investment Bank and the Nordic Investment Bank. The governmental members, or "stock holders," usually make initial capital contributions to the supranational entity and, in many cases, are committed to make additional capital contributions if the supranational entity is unable to repay its borrowings. OPTIONS--A Fund may purchase and write put and call options on indices or securities and enter into related closing transactions. A put option on a security gives the purchaser of the option the right to sell, and the writer of the option the obligation to buy, the underlying security at any time during the option period. A call option on a security gives the purchaser of the option the right to buy, and the writer of the option the obligation to sell, the underlying security at any time during the option period. The premium paid to the writer is the consideration for undertaking the obligations under the option contract. Put and call options on indices are similar to options on securities except that options on an index give the holder the right to receive, upon exercise of the option, an amount of cash if the closing level of the underlying index is greater than (or less than, in the case of puts) the exercise price of the option. This amount of cash is equal to the difference between the closing price of the index and the exercise price of the option, expressed in dollars multiplied by a specified number. Thus, unlike options on individual securities, all settlements are in cash, and gain or loss depends on price movements in the particular market represented by the index generally, rather than the price movements in individual securities. A Fund may purchase and write put and call options on foreign currencies (traded on U.S. and foreign exchanges or over-the-counter markets), to manage its exposure to exchange rates. Call options on foreign currency written by a Fund will be "covered," which means that the Fund will own an equal amount of the underlying foreign currency. With respect to put options on foreign currency written by a Fund, the Fund will establish a segregated account with its custodian consisting of cash or liquid securities in an amount equal to the amount the Fund would be required to pay upon exercise of the put. All options written on indices or securities must be covered. When a Fund writes an option on an index or security, it will establish a segregated account containing cash or liquid securities in an amount at least equal to the market value of the option and will maintain the account while the option is open, or will otherwise cover the transaction. A Fund may purchase put and call options on securities to protect against a decline in the market value of the securities in its portfolio or to anticipate an increase in the market value of securities that the Fund may seek to purchase in the future. A Fund purchasing put and call options pays a premium therefor. If price movements in the underlying securities are such that exercise of the options would not be profitable for the Fund, loss of the premium paid may be offset by an increase in the value of the Fund's securities or by a decrease in the cost of acquisition of securities by the Fund. S-16 A Fund may write call options as a means of increasing the yield on its portfolio and as a means of providing limited protection against decreases in its market value. A Fund will write only "covered" call options. When a Fund sells an option, if the underlying securities do not increase or decrease to a price level that would make the exercise of the option profitable to the holder thereof, the option generally will expire without being exercised and the Fund will realize as profit the premium received for such option. When a call option of which a Fund is the writer is exercised, the Fund will be required to sell the underlying securities to the option holder at the strike price, and will not participate in any increase in the price of such securities above the strike price. When a put option of which a Fund is the writer is exercised, the Fund will be required to purchase the underlying securities at the strike price, which may be in excess of the market value of such securities. The initial purchase (sale) of an option contract is an "opening transaction." In order to close out an option position, a Fund may enter into a "closing transaction," which is simply the sale (purchase) of an option contract on the same security with the same exercise price and expiration date as the option contract originally opened. The ability of a Fund to enter into closing transactions depends upon the existence of a liquid secondary market for such transactions. A Fund may purchase and write options on an exchange or over-the-counter. Over-the-counter options ("OTC options") differ from exchange-traded options in several respects. They are transacted directly with dealers and not with a clearing corporation, and therefore entail the risk of non-performance by the dealer. OTC options are available for a greater variety of securities and for a wider range of expiration dates and exercise prices than are available for exchange-traded options. Because OTC options are not traded on an exchange, pricing is done normally by reference to information from a market maker. It is the position of the Securities and Exchange Commission (the "SEC") that OTC options are generally illiquid. RISK FACTORS: Risks associated with options transactions include: (1) the success of a hedging strategy may depend on an ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates; (2) there may be an imperfect correlation between the movement in prices of options and the securities underlying them; (3) there may not be a liquid secondary market for options; and (4) while a Fund will receive a premium when it writes covered call options, it may not participate fully in a rise in the market value of the underlying security. PAY-IN-KIND-BONDS--Pay-in-kind bonds are securities which, at the issuer's option, pay interest in either cash or additional securities for a specified period. Pay-in-kind bonds, like zero coupon bonds, are designed to give an issuer flexibility in managing cash flow. Pay-in-kind bonds are expected to reflect the market value of the underlying debt plus an amount representing accrued interest since the last payment. Pay-in-kind bonds are usually less volatile than zero coupon bonds, but more volatile than cash pay securities. PRIVATIZATIONS--Privatizations are foreign government programs for selling all or part of the interests in government owned or controlled enterprises. The ability of a U.S. entity to participate in privatizations in certain foreign countries may be limited by local law, or the terms on which a Fund may be permitted to participate may be less advantageous than those applicable for local investors. There can be no assurance that foreign governments will continue to sell their interests in companies currently owned or controlled by them or that privatization programs will be successful. RECEIPTS--Receipts are interests in separately traded interest and principal component parts of U.S. Government obligations that are issued by banks or brokerage firms and are created by depositing U.S. Government obligations into a special account at a custodian bank. The custodian holds the interest and principal payments for the benefit of the registered owners of the certificates or receipts. The custodian arranges for the issuance of the certificates or receipts evidencing ownership and maintains the register. Receipts are sold as zero coupon securities, which means that they are sold at a substantial discount and redeemed at face value at their maturity date without interim cash payments of interest or principal. This discount is accreted over the life of the security, and such accretion will constitute the S-17 income earned on the security for both accounting and tax purposes. Because of these features, such securities may be subject to greater interest rate volatility than interest paying investments. Receipts include "Treasury Receipts" ("TRs"), "Treasury Investment Receipts" ("TIGRs"), "Liquid Yield Option Notes" ("LYONs") and "Certificates of Accrual on Treasury Securities" ("CATS"). LYONs, TIGRs and CATS are interests in private proprietary accounts while TRs and STRIPS (See "U.S. Treasury Obligations") are interests in accounts sponsored by the U.S. Treasury. Receipts are sold as zero coupon securities; see "Zero Coupon Securities." REPURCHASE AGREEMENTS--Repurchase agreements are agreements under which securities are acquired from a securities dealer or bank subject to resale on an agreed upon date and at an agreed upon price which includes principal and interest. A Fund involved bears a risk of loss in the event that the other party to a repurchase agreement defaults on its obligations and the Fund is delayed or prevented from exercising its rights to dispose of the collateral or if the Fund realizes a loss on the sale of the collateral. The Advisers and Sub-Advisers (collectively, the "Advisers") enter into repurchase agreements only with financial institutions which they deem to present minimal risk of bankruptcy during the term of the agreement based on guidelines which are periodically reviewed by the Board of Trustees. These guidelines currently permit the Funds to enter into repurchase agreements only with approved primary securities dealers, as recognized by the Federal Reserve Bank of New York, which have minimum net capital of $100 million, or with a member bank of the Federal Reserve System. Repurchase agreements are considered to be loans collateralized by the underlying security. A Fund will have actual or constructive possession of the security or collateral for the repurchase agreement. Repurchase agreements entered into by the Funds will provide that the underlying security at all times shall have a value at least equal to 102% of the price stated in the agreement. The underlying security will be marked to market daily. The Advisers monitor compliance with this requirement. Under all repurchase agreements entered into by a Fund, the Custodian or its agent must take possession of the underlying collateral. However, if the seller defaults, the Fund could realize a loss on the sale of the underlying security to the extent that the proceeds of sale are less than the resale price. In addition, even though the Bankruptcy Code provides protection for most repurchase agreements, if the seller should be involved in bankruptcy or insolvency proceedings, a Fund may incur delay and costs in selling the security and may suffer a loss of principal and interest if the Fund is treated as an unsecured creditor. Repurchase agreements are considered loans under the 1940 Act. RESTRICTED SECURITIES--Restricted securities are securities that may not be sold freely to the public absent registration under the Securities Act of 1933, as amended (the "1933 Act"), or an exemption from registration. Section 4(2) commercial paper is issued in reliance on an exemption from registration under Section 4(2) of the 1933 Act, and is generally sold to institutional investors who purchase for investment. Any resale of such commercial paper must be in an exempt transaction, usually to an institutional investor through the issuer or investment dealers who make a market on such commercial paper. Additionally, a Fund may purchase restricted securities in excess of the Fund's limitation on investments in illiquid securities if the Adviser or Sub-Adviser determines that such restricted securities are liquid. Rule 144A securities are securities re-sold in reliance on an exemption from registration provided by Rule 144A under the 1933 Act. REVERSE REPURCHASE AGREEMENTS--Certain Funds may borrow funds for temporary purposes by entering into reverse repurchase agreements. Pursuant to such agreements, a Fund would sell portfolio securities to financial institutions such as banks and broker-dealers, and agree to repurchase them at a mutually agreed-upon date and price. A Fund enters into reverse repurchase agreements only to avoid otherwise selling securities during unfavorable market conditions to meet redemptions. At the time the Fund enters into a reverse repurchase agreement, it places in a segregated account cash or liquid securities having a value equal to the repurchase price (including accrued interest), and will subsequently monitor the account to ensure that such equivalent value is maintained. Reverse repurchase agreements involve the risk that the market value of the securities sold by a Fund may decline below the price at which it is obligated to repurchase the securities. Reverse repurchase agreements are considered to be borrowings by a Fund under the 1940 Act. S-18 SECURITIES LENDING--In order to generate additional income, a Fund may lend securities which it owns pursuant to agreements requiring that the loan be continuously secured by collateral consisting of cash or securities of the U.S. Government or its agencies equal to at least 100% of the market value of the loaned securities. A Fund continues to receive interest on the loaned securities while simultaneously earning interest on the investment of cash collateral. Collateral is marked to market daily. There may be risks of delay in recovery of the securities or even loss of rights in the collateral should the borrower of the securities fail financially or become insolvent. Loans are made only to borrowers deemed by the advisers to be in good standing and when, in the judgment of the advisers, the consideration that can be earned currently from such loaned securities justifies the attendant risk. Any loan may be terminated by either party upon reasonable notice to the other party. Each of the Funds may use the Distributor as a broker in these transactions. SECURITIES OF FOREIGN AND EMERGING MARKET ISSUERS--There are certain risks connected with investing in foreign securities. These include risks of adverse political and economic developments (including possible governmental seizure or nationalization of assets), the possible imposition of exchange or currency controls or other governmental restrictions, less uniformity in accounting and reporting requirements, the possibility that there will be less information on such securities and their issuers available to the public, the difficulty of obtaining or enforcing court judgments abroad, restrictions on foreign investments in other jurisdictions, difficulties in effecting repatriation of capital invested abroad and difficulties in transaction settlements and the effect of delay on shareholder equity. Foreign securities may be subject to foreign taxes, and may be less marketable than comparable U.S. securities. The value of a Fund's investments denominated in foreign currencies will depend on the relative strengths of those currencies and the U.S. dollar, and a Fund may be affected favorably or unfavorably by changes in the exchange rates or exchange or currency control regulations between foreign currencies and the U.S. dollar. Changes in foreign currency exchange rates also may affect the value of dividends and interest earned, gains and losses realized on the sale of securities and net investment income and gains if any, to be distributed to shareholders by a Fund. A Fund's investments in emerging markets can be considered speculative, and therefore may offer higher potential for gains and losses than investments in developed markets of the world. With respect to any emerging country, there may be a greater potential for nationalization, expropriation or confiscatory taxation, political changes, government regulation, social instability or diplomatic developments (including war) which could affect adversely the economies of such countries or investments in such countries. The economies of developing countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange or currency controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. In addition to the risks of investing in emerging market country debt securities, a Fund's investment in government, government-related and restructured debt instruments are subject to special risks, including the inability or unwillingness to repay principal and interest, requests to reschedule or restructure outstanding debt, and requests to extend additional loan amounts. A Fund may have limited recourse in the event of default on such debt instruments. SHORT SALES--A short sale involves the sale by a Fund of a security which it does not own. A Fund may only sell securities short "against the box." A short sale is "against the box" if at all times during which the short position is open, the Fund owns (or has the right to acquire) at least an equal amount of the securities or securities convertible into, or exchangeable without further consideration for, securities of the same issue as the securities that are sold short. S-19 SOVEREIGN DEBT--The cost of servicing external debt will also generally be adversely affected by rising international interest rates, because many external debt obligations bear interest at rates which are adjusted based upon international interest rates. The ability to service external debt will also depend on the level of the relevant government's international currency reserves and its access to foreign exchange. Currency devaluations may affect the ability of a sovereign obligor to obtain sufficient foreign exchange to service its external debt. As a result of the foregoing or other factors, a governmental obligor may default on its obligations. If such an event occurs, a Fund may have limited legal recourse against the issuer and/or guarantor. Remedies must, in some cases, be pursued in the courts of the defaulting party itself, and the ability of the holder of foreign sovereign debt securities to obtain recourse may be subject to the political climate in the relevant country. In addition, no assurance can be given that the holders of commercial bank debt will not contest payments to the holders of other foreign sovereign debt obligations in the event of default under their commercial bank loan agreements. STRUCTURED SECURITIES--The Emerging Markets Debt Fund may invest a portion of its assets in entities organized and operated solely for the purpose of restructuring the investment characteristics of sovereign debt obligations of emerging market issuers. This type of restructuring involves the deposit with, or purchase by, an entity, such as a corporation or trust, of specified instruments (such as commercial bank loans or Brady Bonds) and the issuance by that entity of one or more classes of securities ("Structured Securities") backed by, or representing interests in, the underlying instruments. The cash flow on the underlying instruments may be apportioned among the newly issued Structured Securities to create securities with different investment characteristics, such as varying maturities, payment priorities and interest rate provisions, and the extent of the payments made with respect to Structured Securities is dependent on the extent of the cash flow on the underlying instruments. Because Structured Securities of the type in which the Fund anticipates it will invest typically involve no credit enhancement, their credit risk generally will be equivalent to that of the underlying instruments. The Fund is permitted to invest in a class of Structured Securities that is either subordinated or unsubordinated to the right of payment of another class. Subordinated Structured Securities typically have higher yields and present greater risks than unsubordinated Structured Securities. Structured Securities are typically sold in private placement transactions, and there currently is no active trading market for Structured Securities. Certain issuers of such structured securities may be deemed to be "investment companies" as defined in the 1940 Act. As a result, the Fund's investment in such securities may be limited by certain investment restrictions contained in the 1940 Act. SWAP, CAPS, FLOORS AND COLLARS--Interest rate swaps, mortgage swaps, currency swaps and other types of swap agreements such as caps, floors and collars are designed to permit the purchaser to preserve a return or spread on a particular investment or portion of its portfolio, and to protect against any increase in the price of securities a Fund anticipates purchasing at a later date. Swap agreements will tend to shift a Fund's investment exposure from one type of investment to another. Depending on how they are used, swap agreements may increase or decrease the overall volatility of a Fund's investment and their share price and yield. In a typical interest rate swap, one party agrees to make regular payments equal to a floating interest rate times a "notional principal amount," in return for payments equal to a fixed rate times the same amount, for a specific period of time. Swaps may also depend on other prices or rates, such as the value of an index or mortgage prepayment rates. In a typical cap or floor agreement, one party agrees to make payments only under specified circumstances, usually in return for payment of a fee by the other party. For example, the buyer of an interest rate cap obtains the right to receive payments to the extent that a specific interest rate exceeds an agreed-upon level, while the seller of an interest rate floor is obligated to make payments to the extent that a specified interest rate falls below an agreed-upon level. An interest rate collar combines elements of buying a cap and selling a floor. S-20 Swap agreements are sophisticated hedging instruments that typically involve a small investment of cash relative to the magnitude of risk assumed. As a result, swaps can be highly volatile and have a considerable impact on a Fund's performance. Swap agreements are subject to risks related to the counterparty's ability to perform, and may decline in value if the counterparty's creditworthiness deteriorates. A Fund may also suffer losses if it is unable to terminate outstanding swap agreements or reduce its exposure through offsetting transactions. Any obligation a Fund may have under these types of arrangements will covered by setting aside cash or liquid securities in a segregated account. A Fund will enter into swaps only with counterparties believed to be creditworthy. TIME DEPOSITS--Time deposits are non-negotiable receipts issued by a bank in exchange for the deposit of funds. Like a certificate of deposit, it earns a specified rate of interest over a definite period of time; however, it cannot be traded in the secondary market. Time deposits with a withdrawal penalty or that mature in more than seven days, are considered to be illiquid. U.S. GOVERNMENT AGENCY SECURITIES--Obligations issued or guaranteed by agencies of the U.S. Government, including, among others, the Federal Farm Credit Bank, the Federal Housing Administration and the Small Business Administration and obligations issued or guaranteed by instrumentalities of the U.S. Government, including, among others, the Federal Home Loan Mortgage Corporation, the Federal Land Banks and the U.S. Postal Service. Some of these securities are supported by the full faith and credit of the U.S. Treasury (E.G., Government National Mortgage Association Securities), and others are supported by the right of the issuer to borrow from the Treasury (E.G., Federal Farm Credit Bank Securities), while still others are supported only by the credit of the instrumentality (E.G., Fannie Mae Securities). Guarantees of principal by agencies or instrumentalities of the United States Government may be a guarantee of payment at the maturity of the obligation so that in the event of a default prior to maturity there might not be a market and thus no means of realizing on the market obligation prior to maturity. Guarantees as to the timely payment of principal and interest do not extend to the value or yield of these securities nor to the value of the Fund's shares. U.S. TREASURY OBLIGATIONS--U.S. Treasury obligations consist of bills, notes and bonds issued by the U.S. Treasury, as well as separately traded interest and principal component parts of such obligations, known as Separately Traded Registered Interest and Principal Securities ("STRIPS"), that are transferable through the Federal book-entry system. U.S. TREASURY RECEIPTS--U.S. Treasury receipts are interests in separately traded interest and principal component parts of U.S. Treasury obligations that are issued by banks or brokerage firms and are created by depositing U.S. Treasury notes and obligations into a special account at a custodian bank. The custodian holds the interest and principal payments for the benefit of the registered owners of the certificates of receipts. The custodian arranges for the issuance of the certificates or receipts evidencing ownership and maintains the register. VARIABLE AND FLOATING RATE INSTRUMENTS--Certain obligations may carry variable or floating rates of interest and may involve a conditional or unconditional demand feature. Such instruments bear interest at rates which are not fixed, but which vary with changes in specified market rates or indices. The interest rates on these securities may be reset daily, weekly, quarterly or at some other interval, and may have a floor or ceiling on interest rate changes. There is a risk that the current interest rate on such obligations may not accurately reflect existing market interest rates. A demand instrument with a demand notice exceeding seven days may be considered illiquid if there is no secondary market for such security. WARRANTS--Warrants are instruments giving holders the right, but not the obligation, to buy equity or fixed-income securities of a company at a given price during a specified period. WHEN-ISSUED AND DELAYED DELIVERY SECURITIES--When-issued or delayed delivery transactions involve the purchase of an instrument with payment and delivery taking place in the future. S-21 Delivery of and payment for these securities may occur a month or more after the date of the purchase commitment. A Fund will maintain a separate account with liquid securities or cash in an amount at least equal to these commitments. The interest rate realized on these securities is fixed as of the purchase date, and no interest accrues to a Fund before settlement. These securities are subject to market fluctuation due to changes in market interest rates, and it is possible that the market value at the time of settlement could be higher or lower than the purchase price if the general level of interest rates has changed. Although a Fund generally purchases securities on a when-issued or forward commitment basis with the intention of actually acquiring securities, a Fund may dispose of a when-issued security on a forward commitment prior to settlement if the Adviser deems it appropriate to do so. When investing in when-issued securities, a Fund will not accrue income until delivery of the securities and will invest in such securities only for purposes of actually acquiring the securities and not for purposes of leveraging. YANKEE OBLIGATIONS--Yankee obligations ("Yankees") are U.S. dollar-denominated instruments of foreign issuers who either register with the SEC or issue under Rule 144A under the Securities Act of 1933 Act. These obligations consist of debt securities (including preferred or preference stock of non-governmental issuers), certificates of deposit, fixed time deposits and bankers' acceptances issued by foreign banks, and debt obligations of foreign governments or their subdivisions, agencies and instrumentalities, international agencies and supranational entities. Some securities issued by foreign governments or their subdivisions, agencies and instrumentalities may not be backed by the full faith and credit of the foreign government. The Yankee obligations selected for a Fund will adhere to the same quality standards as those utilized for the selection of domestic debt obligations. ZERO COUPON SECURITIES--Zero coupon securities are securities that are sold at a discount to par value and securities on which interest payments are not made during the life of the security. Upon maturity, the holder is entitled to receive the par value of the security. While interest payments are not made on such securities, holders of such securities are deemed to have received "phantom income" annually. Because a Fund will distribute its "phantom income" to shareholders, to the extent that shareholders elect to receive dividends in cash rather than reinvesting such dividends in additional shares, a Fund will have fewer assets with which to purchase income producing securities. Zero coupon, pay-in-kind and deferred payment securities may be subject to greater fluctuation in value and lesser liquidity in the event of adverse market conditions than comparably rated securities paying cash interest at regular interest payment periods. STRIPS and Receipts (TRs, TIGRs, LYONS and CATS) are sold as zero coupon securities, that is, fixed income securities that have been stripped of their unmatured interest coupons. Zero coupon securities are sold at a (usually substantial) discount and redeemed at face value at their maturity date without interim cash payments of interest or principal. The amount of this discount is accreted over the life of the security, and the accretion constitutes the income earned on the security for both accounting and tax purposes. Because of these features, the market prices of zero coupon securities are generally more volatile than the market prices of securities that have similar maturity but that pay interest periodically. Zero coupon securities are likely to respond to a greater degree to interest rate changes that are non-zero coupon securities with similar maturity and credit qualities. The Fund may have to dispose of its portfolio securities under disadvantageous circumstances to generate cash, or may have to leverage itself by borrowing cash to satisfy income distribution requirements. A Fund accrues income with respect to the securities prior to the receipt of cash payments. Pay-in-kind securities are securities that have interest payable by delivery of additional securities. Deferred payment securities are securities that remain zero coupon securities until a predetermined date, at which time the stated coupon rate becomes effective and interest becomes payable at regular intervals. CORPORATE ZERO COUPON SECURITIES--Corporate zero coupon securities are: (i) notes or debentures which do not pay current interest and are issued at substantial discounts from par value, or (ii) notes or debentures that pay no current interest until a stated date one or more years into the future, after which date the issuer is obligated to pay interest until maturity, usually at a higher rate than if interest were S-22 payable from the date of issuance, and may also make interest payments in kind (E.G., with identical zero coupon securities). Such corporate zero coupon securities, in addition to the risks identified above, are subject to the risk of the issuer's failure to pay interest and repay principal in accordance with the terms of the obligation. DESCRIPTION OF RATINGS The following descriptions are summaries of published ratings. Additional information about ratings is in the Appendix to this Statement of Additional Information. DESCRIPTION OF COMMERCIAL PAPER RATINGS Commercial paper rated A by S&P is regarded by S&P as having the greatest capacity for timely payment. Issues rated A are further refined by use of the numbers 1+, 1 and 2, to indicate the relative degree of safety. Issues rated A-1+ are those with an "overwhelming degree" of credit protection. Those rated A-1, the highest rating category, reflect a "very strong" degree of safety regarding timely payment. Those rated A-2, the second highest rating category, reflect a "satisfactory" degree of safety regarding timely payment. Commercial paper issues rated Prime-1 or Prime-2 by Moody's are judged by Moody's to be of the "superior" quality and "strong" quality, respectively, on the basis of relative repayment capacity. The rating Fitch-1 (Highest Grade) is the highest commercial rating assigned by Fitch Investors Services, Inc. ("Fitch"). Paper rated Fitch-1 is regarded as having the strongest degree of assurance for timely payment. The rating Fitch-2 (Very Good Grade) is the second highest commercial paper rating assigned by Fitch which reflects an assurance of timely payment only slightly less in degree than the strongest issues. The rating Duff-1 is the highest commercial paper rating assigned by Duff and Phelps, Inc. ("Duff"). Paper rated Duff-1 is regarded as having very high certainty of timely payment with excellent liquidity factors which are supported by ample asset protection. Risk factors are minor. Paper rated Duff-2 is regarded as having good certainty of timely payment, good access to capital markets and sound liquidity factors and company fundamentals. Risk factors are small. The designation AAA, the highest rating category established by Fitch IBCA, indicates that the obligation is supported by a very strong capacity for timely repayment. Those obligations rated A1+ are supported by the highest capacity for timely repayment are supported by a strong capacity for timely repayment, although such capacity may be susceptible to adverse changes in business, economic or financial conditions. The rating TBW-1 by Thomson BankWatch ("Thomson") indicates a very high likelihood that principal and interest will be paid on a timely basis. INVESTMENT LIMITATIONS Each of the International Equity, Emerging Markets Equity and Emerging Markets Debt Funds may not: 1. With respect to 75% of its total assets, (i) purchase securities of any issuer (except securities issued or guaranteed by the United States Government, its agencies or instrumentalities) if, as a result, more than 5% of its total assets would be invested in the securities of such issuer; or (ii) acquire more than 10% of the outstanding voting securities of any one issuer. This limitation does not apply to the Emerging Markets Debt Fund. 2. Purchase any securities which would cause more than 25% of its total assets to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, S-23 provided that this limitation does not apply to investments in securities issued or guaranteed by the United States Government, its agencies or instrumentalities. 3. Borrow money in an amount exceeding 33 1/3% of the value of its total assets, provided that, for purposes of this limitation, investment strategies which either obligate a Fund to purchase securities or require a Fund to segregate assets are not considered to be borrowings. To the extent that its borrowings exceed 5% of its assets, (i) all borrowings will be repaid before making additional investments and any interest paid on such borrowings will reduce income, and (ii) asset coverage of at least 300% is required. 4. Make loans if, as a result, more than 33 1/3% of its total assets would be lent to other parties, except that each Fund may (i) purchase or hold debt instruments in accordance with its investment objective and policies; (ii) enter into repurchase agreements; and (iii) lend its securities. 5. Purchase or sell real estate, physical commodities, or commodities contracts, except that each Fund may purchase (i) marketable securities issued by companies which own or invest in real estate (including REITs), commodities, or commodities contracts, and (ii) commodities contracts relating to financial instruments, such as financial futures contracts and options on such contracts. 6. Act as an underwriter of securities of other issuers except as it may be deemed an underwriter in selling a fund security. 7. Issue senior securities (as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), except as permitted by rule, regulation or order of the SEC. 8. Invest in interests in oil, gas or other mineral exploration or development programs and oil, gas or mineral leases. The International Fixed Income Fund may not: 1. Purchase any securities which would cause more than 25% of the total assets of the Fund to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that this limitation does not apply to investments in obligations issued or guaranteed by the United States Government or its agencies and instrumentalities. 2. Borrow money except for temporary or emergency purposes and then only in an amount not exceeding 10% of the value of the total assets of the Fund. This borrowing provision is included solely to facilitate the orderly sale of fund securities to accommodate substantial redemption requests if they should occur and is not for investment purposes. All borrowings will be repaid before making additional investments for the Fund and any interest paid on such borrowings will reduce the income of the Fund. 3. Pledge, mortgage or hypothecate assets except to secure temporary borrowings as described in the Prospectuses in aggregate amounts not to exceed 10% of the net assets of such Fund taken at current value at the time of the incurrence of such loan. 4. Make loans, except that the Fund may (i) purchase or hold debt securities in accordance with its investment objectives and policies; (ii) engage in securities lending as described in this Prospectus and in the Statement of Additional Information; and (iii) enter into repurchase agreements, provided that repurchase agreements and time deposits maturing in more than seven days, and other illiquid securities, including securities which are not readily marketable or are restricted, are not to exceed, in the aggregate, 10% of the total assets of the Fund. 5. Invest in companies for the purpose of exercising control. 6. Acquire more than 10% of the voting securities of any one issuer. S-24 7. Purchase or sell real estate, real estate limited partnership interests, commodities or commodities contracts. However, subject to its permitted investments, the Fund may purchase obligations issued by companies which invest in real estate, commodities or commodities contracts. 8. Make short sales of securities, maintain a short position or purchase securities on margin, except as described in the Prospectus and except that the Trust may obtain short-term credits as necessary for the clearance of security transactions. 9. Act as an underwriter of securities of other issuers except as it may be deemed an underwriter in selling a portfolio security. 10. Purchase securities of other investment companies except as permitted by the 1940 Act and the rules and regulations thereunder and may only purchase securities of money market funds. Under these rules and regulations, the Fund is prohibited from acquiring the securities of other investment companies if, as a result of such acquisition, the Fund owns more then 3% of the total voting stock of the company; securities issued by any one investment company represent more than 5% of the total Fund assets; or securities (other than treasury stock) issued by all investment companies represent more than 10% of the total assets of the Fund. A Fund's purchase of such investment company securities results in the bearing of expenses such that shareholders would indirectly bear a proportionate share of the operating expenses of such investment companies, including advisory fees. 11. Issue senior securities (as defined in the 1940 Act) except in connection with permitted borrowing as described in the Prospectuses and this Statement of Additional Information or as permitted by rule, regulation or order of the SEC. 12. Purchase or retain securities of an issuer if, to the knowledge of the Trust, an officer, trustee, partner or director of the Trust or any investment adviser of the Trust owns beneficially more than 1/2 of 1% of the shares or securities of such issuer and all such officers, trustees, partners and directors owning more than 1/2 of 1% of such shares or securities together own more than 5% of such shares or securities. 13. Purchase securities of any company which has (with predecessors) a record of less than three years continuing operations if, as a result, more than 5% of the total assets (taken at current value) would be invested in such securities. 14. Invest in interests in oil, gas or other mineral exploration or development programs and oil, gas or mineral leases. 15. Purchase restricted securities (securities which must be registered under the 1933 Act, before they may be offered or sold to the public) or other illiquid securities except as described in the Prospectuses and this Statement of Additional Information. For purposes of the industry concentration limitations discussed above, these definitions apply to each Fund, and for purposes of the International Fixed Income Fund, these limitations form part of the fundamental limitation: (i) utility companies will be divided according to their services, for example, gas, gas transmission, electric and telephone will each be considered a separate industry; (ii) financial service companies will be classified according to end users of their services, for example, automobile finance, bank finance and diversified finance will each be considered a separate industry; (iii) supranational agencies will be deemed to be issuers conducting their principal business activities in the same industry; and (iv) governmental issuers within a particular country will be deemed to be conducting their principal business in the same industry. The foregoing percentages will apply at the time of the purchase of a security and shall not be violated unless an excess or deficiency occurs, immediately after or as a result of a purchase of such security. These investment limitations are fundamental policies of the Trust and may not be changed without shareholder approval. S-25 NON-FUNDAMENTAL POLICIES The following investment limitations are non-fundamental policies and may be changed without shareholder approval. Each of the International Equity, Emerging Markets Equity and Emerging Market Debt Funds may not: 1. Pledge, mortgage or hypothecate assets except to secure borrowings permitted by the Fund's fundamental limitation on borrowing. 2. Invest in companies for the purpose of exercising control. 3. Purchase securities on margin or effect short sales, except that each Fund may (i) obtain short-term credits as necessary for the clearance of security transactions, (ii) provide initial and variation margin payments in connection with transactions involving futures contracts and options on such contracts, and (iii) make short sales "against the box" or in compliance with the SEC's position regarding the asset segregation requirements of Section 18 of the 1940 Act. 4. Purchase securities which are not readily marketable if, in the aggregate, more than 15% of its total assets would be invested in such securities. 5. Purchase or hold illiquid securities, I.E., securities that cannot be disposed of for their approximate carrying value in seven days or less (which term includes repurchase agreements and time deposits maturing in more than seven days) if, in the aggregate, more than 15% of its total assets would be invested in illiquid securities. 6. Invest its assets in securities of any investment company, except as permitted by the 1940 Act. The foregoing percentages will apply at the time of the purchase of a security and shall not be violated unless an excess or deficiency occurs, immediately after or as a result of a purchase of such security. THE ADMINISTRATOR The Trust and SEI Investments Fund Management ("SEI Management" or the "Administrator") have entered into a Administration Agreement (the "Administration Agreement"). The Administration Agreement provides that the Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which the Administration Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Administrator in the performance of its duties or from reckless disregard of its duties and obligations thereunder. The continuance of the Administration Agreement must be specifically approved at least annually (i) by the vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Funds, and (ii) by the vote of a majority of the Trustees of the Trust who are not parties to the Administration Agreement or an "interested person" (as that term is defined in the 1940 Act) of any party thereto, cast in person at a meeting called for the purpose of voting on such approval. The Administration Agreement is terminable at any time without penalty by the Trustees of the Trust, by a vote of a majority of the outstanding shares of the Funds or by the Administrator on not less than 30 days' nor more than 60 days' written notice. This Agreement shall not be assignable by either party without the written consent of the other party. The Administrator, a Delaware business trust, has its principal business offices at Oaks, Pennsylvania 1945. SEI Investments Management Corporation ("SIMC"), a wholly-owned subsidiary of SEI Investments Company ("SEI Investments"), is the owner of all beneficial interest in the Administrator. SEI Investments and its subsidiaries and affiliates, including the Administrator are leading providers of funds evaluation services, trust accounting systems, and brokerage and information services to financial institutions, institutional investors, and money managers. The Administrator and its affiliates also serve as S-26 administrator or sub-administrator to the following other mutual funds: The Achievement Funds Trust, The Advisors' Inner Circle Fund, Alpha Select Funds, Amerindo Funds, Inc., The Arbor Fund, ARK Funds, Armada Funds, Bishop Street Funds, Boston 1784 Funds-Registered Trademark-, CNI Charter Funds, CUFUND, The Expedition Funds, First American Funds, Inc., First American Investment Funds, Inc., First American Strategy Funds, Inc., HighMark Funds, Huntington Funds, The Nevis Fund, Inc., Oak Associates Funds, The Parkstone Advantage Fund, The PBHG Funds, Inc., PBHG Insurance Series Fund, Inc., The Pillar Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Insurance Products Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust, STI Classic Funds, STI Classic Variable Trust, TIP Funds, UAM Funds Trust, UAM Funds, Inc. and UAM Funds, Inc. II, each of which is distributed by SEI Investments Distribution Co. If operating expenses of any Fund exceed applicable limitations, the Administrator will pay such excess. The Administrator will not be required to bear expenses of any Fund to an extent which would result in the Fund's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The term "expenses" is defined in such laws or regulations, and generally excludes brokerage commissions, distribution expenses, taxes, interest and extraordinary expenses. For the fiscal year ended February 28, 1998, the fiscal period ended September 30, 1998, and the fiscal year ended September 30, 1999, the Funds paid fees to the Administrator as follows:
ADMINISTRATION FEES PAID ADMINISTRATION FEES (REIMBURSED) (000) WAIVED (000) ------------------------- -------------------- FUND 1998 1998 1999 1998 1998 1999 - ---- ------- ------- ------- ----- ------- ---- International Equity Fund................. $2,975 $2,645 $6,241 $ 0 $ 0 $ 0 Emerging Markets Equity Fund.............. $2,180 $2,016 $4,600 $ 0 $ 0 $ 0 International Fixed Income Fund........... $1,784 $1,637 $3,908 $ 11 $ 0 $ 0 Emerging Markets Debt Fund................ $ 311 $ 604 $1,458 $ 64 $33 $ 0
- ------------------------ * Not in operation during such period. THE ADVISERS AND SUB-ADVISERS SEI INVESTMENTS MANAGEMENT CORPORATION SEI Investments Management Corporation ("SIMC" or the "Adviser") serves as the investment adviser for the International Equity, Emerging Markets Equity and Emerging Markets Debt Funds. SIMC is a wholly-owned subsidiary of SEI Investments, a financial services company. The principal business address of SIMC and SEI Investments is Oaks, Pennsylvania 19456. SEI Investments was founded in 1968 and is a leading provider of investment solutions to banks, institutional investors, investment advisers and insurance companies. Affiliates of SIMC have provided consulting advice to institutional investors for more than 20 years, including advice regarding selection and evaluation of investment advisers. SIMC and its affiliates currently serve as adviser or administrator to more than 50 investment companies, including more than 460 portfolios, which investment companies had more than $3.8 billion in assets under management as of October 31, 1999. In its role as the investment adviser to the International Equity, Emerging Markets Equity and Emerging Markets Debt Funds, SIMC operates as a "manager of managers." As adviser, SIMC oversees the investment advisory services provided to the International Equity, Emerging Markets Equity and Emerging Markets Debt Funds and manages the cash portion of the International Equity and Emerging Markets Equity Funds' assets. Pursuant to separate sub-advisory agreements with SIMC, and under the supervision of SIMC and the Board of Trustees, the sub-advisers are responsible for the day-to-day investment management of all or a discrete portion of the assets of the International Equity, Emerging Markets Equity and Emerging Markets Debt Funds. The sub-advisers are selected based primarily upon the research and recommendations of SIMC, which evaluates quantitatively and qualitatively each sub- S-27 adviser's skills and investment results in managing assets for specific asset classes, investment styles and strategies. Subject to Board review, SIMC allocates and, when appropriate, reallocates the Funds' assets among sub-advisers, monitors and evaluates sub-adviser performance, and oversees sub-adviser compliance with the Funds' investment objectives, policies and restrictions. SIMC HAS THE ULTIMATE RESPONSIBILITY FOR THE INVESTMENT PERFORMANCE OF THE INTERNATIONAL EQUITY, EMERGING MARKETS EQUITY AND EMERGING MARKETS DEBT FUNDS DUE TO ITS RESPONSIBILITY TO OVERSEE SUB-ADVISERS AND RECOMMEND THEIR HIRING, TERMINATION AND REPLACEMENT. For these advisory services, SIMC is entitled to a fee, which is calculated daily and paid monthly, at an annual rate of 0.505% of the International Equity Fund's average daily net assets, 1.05% of the Emerging Markets Equity Fund's average daily net assets, and 0.85% of the Emerging Markets Debt Fund's average daily net assets. For the fiscal year ended September 30, 1999, the International Equity, Emerging Markets Equity and Emerging Markets Debt Funds paid advisory fees, after fee waivers, of 0.48%, 0.79%, and 0.56% respectively, of their average daily net assets. SIMC paid the sub-advisers a fee based on a percentage of the average monthly market value of the assets managed by each sub-adviser out of its advisory fee. SIMC and the Trust have obtained an exemptive order from the Securities and Exchange Commission (the "SEC") that permits SIMC, with the approval of the Trust's Board of Trustees, to retain sub-advisers unaffiliated with SIMC for the Funds without submitting the sub-advisory agreements to a vote of the Funds' shareholders. The exemptive relief permits the disclosure of only the aggregate amount payable by SIMC under all such sub-advisory agreements for each Fund. The Funds will notify shareholders in the event of any addition or change in the identity of its sub-advisers. STRATEGIC FIXED INCOME, L.L.C. Strategic Fixed Income, L.L.C. ("Strategic") serves as the investment adviser to the International Fixed Income Fund. Strategic is a Delaware limited liability company whose predecessor was formed in 1991 to manage multi-currency fixed income portfolios. The managing member of the firm is Gobi Investment Inc., of which Kenneth Windheim is the sole shareholder, and the limited partner is Strategic Investment Management ("SIM"). As of October 31, 1999, Strategic managed $3.8 billion of client assets. The principal address of Strategic is 1001 Nineteenth Street North, Suite 1720, Arlington, Virginia 22209. Strategic is entitled to a fee which is calculated daily and paid monthly by the Fund, at an annual rate of 0.15% of the average daily net assets of the International Fixed Income Fund. Prior to January 1, 2000, Strategic was entitled to a fee of 0.30% of the average daily net assets of the Fund. For the fiscal year ended September 30, 1999, Strategic received an advisory fee (after fee waivers) from the Fund of 0.25% of its average daily net assets. THE SUB-ADVISERS ACADIAN ASSET MANAGEMENT, INC. Acadian Asset Management, Inc. ("Acadian") serves as a sub-adviser for a portion of the assets of the International Equity Fund. As of November 30, 1999, Acadian, a wholly-owned subsidiary of United Asset Management Corporation ("UAM"), had approximately $5.3 billion in assets under management. BLACKROCK INTERNATIONAL, LTD. ("BlackRock International") serves as a sub-adviser to a portion of the assets of the International Equity Fund. As of November 30, 1999, BlackRock International had approximately $2 billion in assets under management. S-28 CAPITAL GUARDIAN TRUST COMPANY Capital Guardian Trust Company ("CGTC") serves as a sub-adviser for a portion of the assets of the International Equity Fund. As of November 30, 1999, CGTC had over $108 billion in assets under management. CORONATION ASSET MANAGEMENT (PROPRIETARY) LIMITED Coronation Asset Management (Proprietary) Limited ("Coronation") serves as a sub-adviser for a portion of the assets of the Emerging Markets Equity Fund. As of November 30, 1999, Coronation had approximately $5.8 billion in assets under management. CREDIT SUISSE ASSET MANAGEMENT LIMITED Credit Suisse Asset Management Limited ("Credit Suisse") acts as a sub-adviser for a portion of the assets of the Emerging Markets Equity Fund. As of November 30, 1999, Credit Suisse had approximately $186 billion in assets under management. MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC. Morgan Stanley Asset Management Inc. ("MSDW") acts as a Sub-Adviser for a portion of the assets of the Emerging Markets Equity Fund. As of November 30, 1999, MSDW had approximately $166 billion in assets under management. NICHOLAS-APPLEGATE CAPITAL MANAGEMENT Nicholas-Applegate Capital Management ("Nicholas-Applegate") serves as a Sub-Adviser Manager to a portion of the assets of the Emerging Markets Equity Fund. As of November 30, 1999, Nicholas-Applegate had discretionary management authority with respect to approximately $32.9 billion of assets. OECHSLE INTERNATIONAL ADVISORS, LLC Oechsle International Advisers, LLC ("Oechsle") serves as a Sub-Adviser to a portion of the assets of the International Equity Fund. As of November 30, 1999, Oechsle had approximately $16.8 billion in assets under management. SALOMON BROTHERS ASSET MANAGEMENT INC Salomon Brothers Asset Management Inc ("SBAM") serves as the sub-adviser for the assets of the Emerging Markets Debt Fund. As of November 30, 1999, SBAM had approximately $24.4 billion in assets under management. SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC. Schroder Investment Management North America Inc. ("Schroders"), acts as a Sub-Adviser for a portion of the assets of the Emerging Markets Equity Fund, Schroders is a registered investment adviser that as of March 31, 2000 had approximately $48 billion in assets under management. SG PACIFIC ASSET MANAGEMENT, INC., SGY ASSET MANAGEMENT (SINGAPORE) LIMITED AND SG YAMAICHI ASSET MANAGEMENT CO., LTD. SG Pacific Asset Management, Inc. ("SG Pacific") and SGY Asset Management (Singapore) Ltd. ("SGY") jointly serve as sub-adviser for a portion of the assets of the International Equity and Emerging Markets Equity Funds. Societe Generale Asset Management (North Pacific), a French financial services conglomerate, has a controlling interest in SG Yamaichi Asset Management Co., Ltd. (formerly, Yamaichi International Capital Management Co., Ltd.) ("SG Yamaichi"), the parent of SG Pacific and SGY. SG Yamaichi serves as a sub-adviser for a portion of the assets of the International Equity Fund. As of November 30, 1999, SG Yamaichi and its affiliates had over $24.4 billion in assets under management. The Advisory Agreements and certain of the Sub-Advisory Agreements provide that SIMC (or any Sub-Adviser) shall not be protected against any liability to the Trust or its shareholders by reason of willful S-29 misfeasance, bad faith or gross negligence on its part in the performance of its duties, or from reckless disregard of its obligations or duties thereunder. In addition, certain of the Sub-Advisory Agreements provide that the Sub-Adviser shall not be protected against any liability to the Trust or its shareholders by reason of willful misfeasance, bad faith or negligence on its part in the performance of its duties, or from reckless disregard of its obligations or duties thereunder. The continuance of each Advisory and Sub-Advisory Agreement must be specifically approved at least annually (i) by the vote of a majority of the outstanding shares of that Fund or by the Trustees, and (ii) by the vote of a majority of the Trustees who are not parties to such Advisory or Sub-Advisory Agreement or "interested persons" of any party thereto, cast in person at a meeting called for the purpose of voting on such approval. Each Advisory and Sub-Advisory Agreement will terminate automatically in the event of its assignment, and is terminable at any time without penalty by the Trustees of the Trust or, with respect to a Fund, by a majority of the outstanding shares of that Fund, on not less than 30 days' nor more than 60 days' written notice to the Adviser or Sub-Adviser, or by the Adviser or Sub-Adviser on 90 days' written notice to the Trust. SIMC has obtained an exemptive order from the SEC that permits SIMC, with the approval of the Trust's Board of Trustees, to retain unaffiliated sub-advisers for a Fund without submitting the sub-advisory agreement to a vote of the Fund's shareholders. The exemptive relief permits the non-disclosure of amounts payable by SIMC under such sub-advisory agreements. The Trust will notify shareholders in the event of any change in the identity of the sub-adviser for a Fund. For the fiscal year ended February 28, 1998, the fiscal period ended September 30, 1998, and the fiscal year ended September 30, 1999, the Funds paid advisory fees as follows:
FEES PAID (000) FEE WAIVERS (000) ---------------------------- ---------------------------- FUND 02/28/98 09/30/98 09/30/99 02/28/98 09/30/98 09/30/99 - ---- -------- -------- -------- -------- -------- -------- International Equity Fund......................... $2,719 $2,656 $6,624 $ 619 $ 411 $ 380 Emerging Markets Equity Fund...................... $2,341 $2,361 $5,579 $1,180 $ 896 $1,377 International Fixed Income Fund................... $ 748 $ 682 $1,628 $ 150 $ 137 $ 326 Emerging Markets Debt Fund........................ $ 340 $ 558 $1,266 $ 149 $ 275 $ 636
For the fiscal year ended February 28, 1998, the fiscal period ended September 30, 1998, and the fiscal year ended September 30, 1999, SIMC paid sub-advisory fees as follows:
SUB-ADVISORY FEES SUB-ADVISORY FEES PAID (000) WAIVED (000) ---------------------------- ---------------------------- FUND 02/28/98 09/30/98 09/30/99 02/28/98 09/30/98 09/30/99 - ---- -------- -------- -------- -------- -------- -------- International Equity Fund......................... $1,727 $1,534 $4,042 $ 0 $ 0 $ 0 Emerging Markets Equity Fund...................... $1,846 $1,596 $4,262 $ 0 $ 0 $ 0 Emerging Markets Debt Fund........................ $ 254 $ 393 $ 930 $ 0 $ 18 $ 30
DISTRIBUTION, ADMINISTRATION, AND SHAREHOLDER SERVICING The Trust has adopted a Distribution Agreement for the Funds. The Trust has also adopted a Distribution Plan (the "Class D Plan") for the shares of the Class D shares of the International Equity Fund in accordance with the provisions of Rule 12b-1 under the 1940 Act which regulates circumstances under which an investment company may directly or indirectly bear expenses relating to the distribution of its shares. In this connection, the Board of Trustees has determined that the Class D Plan and Distribution Agreement are in the best interests of the shareholders. Continuance of the Class D Plan must be approved annually by a majority of the Trustees of the Trust and by a majority of the Qualified Trustees, as defined in the Class D Plan. The Class D Plan requires that quarterly written reports of amounts spent under the Class D Plan and the purposes of such expenditures be furnished and reviewed by the Trustees. The Class D Plan may not be amended to increase materially the amount which may be spent thereunder without approval by a majority of the outstanding shares of the Fund or class affected. All material S-30 amendments of the Class D Plan will require approval by a majority of the Trustees of the Trust and of the Qualified Trustees. The Class D Plan provides that the Trust will pay a fee of up to 0.30% of the average daily net assets of the International Equity Fund's Class D shares that the Distributor can use to compensate broker-dealers and service providers, including SEI Investments Distribution Co. and its affiliates, which provide distribution-related services to the International Equity Fund's Class D shareholders or their customers who beneficially own Class D shares. The Class D Plan provides that, if there are more than one series of Trust securities having a Class D class, expenses incurred pursuant to the Class D Plan will be allocated among such several series of the Trust on the basis of their relative net asset values, unless otherwise determined by a majority of the Qualified Trustees. See "Distribution of Fund Shares," in the Class D Prospectus. The distribution related services that may be provided under the Plan include establishing and maintaining customer accounts and records; aggregating and processing purchase and redemption requests from customers; and placing net purchase and redemption orders with the Distributor; and automatically investing customer account cash balances. Except to the extent that the Administrator and Adviser benefitted through increased fees from an increase in the net assets of the Trust which may have resulted in part from the expenditures, no interested person of the Trust nor any Trustee of the Trust who is not an interested person of the Trust had a direct or indirect financial interest in the operation of the Class D Plan or related agreements. The Funds have also adopted shareholder servicing plans for their Class A and Class I shares (each a "Service Plan" and collectively the "Service Plans"). Under the Service Plan for Class A shares, the Distributor may perform, or may compensate other service providers for performing, the following shareholder services: maintaining client accounts; arranging for bank wires; responding to client inquiries concerning services provided on investments; assisting clients in changing dividend options, account designations and addresses; sub-accounting; providing information on share positions to clients; forwarding shareholder communications to clients; processing purchase, exchange and redemption orders; and processing dividend payments. Under the Service Plan for Class I shares, the Distributor may perform, or may compensate other service providers for performing, the following shareholder services: maintaining client accounts; arranging for bank wires; responding to client inquiries concerning services provided on investments; and assisting clients in changing dividend options, account designations and addresses. Under both Service Plans, the Distributor may retain as a profit any difference between the fee it receives and the amount it pays to third parties. The Funds have adopted an Administration Services Plan ("Class I Plan") for the Class I shares of the International Equity Fund. Under the Class I Plan, certain broker dealers and their affiliated registered investment advisers (the "Intermediaries") may perform, or may compensate other service providers for performing, the following administrative services: providing subaccounting with respect to shares beneficially owned by clients; providing information periodically to clients showing their positions in shares; forwarding shareholder communications from a Fund (such as proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices) to clients; processing purchase, exchange and redemption requests from clients and placing such orders with a Fund or its service providers; processing dividend payments from a Fund on behalf of its clients; and providing such other similar services as a Fund may, through the Intermediaries, reasonably request to the extent that the service provider is permitted to do so under applicable laws or regulations. Although banking laws and regulations prohibit banks from distributing shares of open-end investment companies such as the Trust, according to an opinion issued to the staff of the Securities and Exchange Commission ("SEC") by the Office of the Comptroller of the Currency, financial institutions are not prohibited from acting in other capacities for investment companies, such as providing shareholder services. Should future legislative, judicial or administrative action prohibit or restrict the activities of S-31 financial institutions in connection with providing shareholder services, the Trust may be required to alter materially or discontinue its arrangements with such financial institutions. For the fiscal year ended September 30, 1999, the International Equity Fund incurred the following distribution expenses:
AMOUNT PAID TO 3RD PARTIES BY TOTAL DIST. SIDCO FOR EXPENSES DISTRIBUTOR TOTAL DIST. AS A % OF RELATED SALES PRINTING OTHER FUND CLASS EXPENSES NET ASSETS SERVICES EXPENSES COSTS COSTS* - ---- ------ ----------- ----------- -------------- --------- --------- --------- International Equity Fund..... D $ 766 0.25% $ 0 $ 0 $ 0 $ 0
- ------------------------ * Costs of complying with securities laws pertaining to the distribution of shares. TRUSTEES AND OFFICERS OF THE TRUST The management and affairs of the Trust are supervised by the Trustees under the laws of the Commonwealth of Massachusetts. The Trustees have approved contracts under which, as described above, certain companies provide essential management services to the Trust. The Trustees and Executive Officers of the Trust, their respective dates of birth, and their principal occupations for the last five years are set forth below. Each may have held other positions with the named companies during that period. Unless otherwise noted, the business address of each Trustee and each Executive Officer is SEI Investments Company, Oaks, Pennsylvania 19456. Certain officers of the Trust also serve as officers of some or all of the following: The Achievement Funds Trust, The Advisors' Inner Circle Fund, Alpha Select Funds, The Arbor Fund, ARK Funds, Armada Funds, Bishop Street Funds, Boston 1784 Funds-Registered Trademark-, CNI Charter Funds, CUFUND, The Expedition Funds, FMB Funds, Inc., First American Funds, First American Investment Funds, Inc., First American Strategy Funds, Inc., HighMark Funds, Huntington Funds, The Nevis Funds, Inc., Oak Associates Funds, The Parkstone Advantage Fund, The Parkstone Group of Funds, The PBHG Funds, Inc., PBHG Insurance Series Fund, Inc., The Pillar Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Insurance Products Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust, STI Classic Funds, STI Classic Variable Trust, TIP Funds, UAM Funds Trust, UAM Funds, Inc. and UAM Funds, Inc. II each of which is an open-end management investment company managed by SEI Investments Fund Management or its affiliates. ROBERT A. NESHER (DOB 08/17/46)--Chairman of the Board of Trustees*--Currently performs various services on behalf of SEI Investments for which Mr. Nesher is compensated. Executive Vice President of SEI Investments, 1986-1994. Director and Executive Vice President of SIMC, the Administrator and the Distributor, 1981-1994. Trustee of The Advisors' Inner Circle Fund, The Arbor Fund, Bishop Street Funds, Boston 1784 Funds-Registered Trademark-, The Expedition Funds, Oak Associates Funds, Pillar Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust and SEI Tax Exempt Trust. WILLIAM M. DORAN (DOB 05/26/40)--Trustee*--1701 Market Street, Philadelphia, PA 19103. Partner, Morgan, Lewis & Bockius LLP (law firm), counsel to the Trust, SEI Investments, SIMC, the Administrator and the Distributor. Director of SEI Investments since 1974; Secretary of SEI Investments since 1978. Trustee of The Advisors' Inner Circle Fund, The Arbor Fund, The Expedition Funds, Oak Associates Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust and SEI Tax Exempt Trust. F. WENDELL GOOCH (DOB 12/03/32)--Trustee**--President, Orange County Publishing Co., Inc.; Publisher, Paoli News and Paoli Republican; and Editor, Paoli Republican, October 1981-January 1997. President, H&W Distribution, Inc., since July 1984. Executive Vice President, Trust Department, Harris S-32 Trust and Savings Bank and Chairman of the Board of Directors of The Harris Trust Company of Arizona before January 1981. Trustee of SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust, STI Classic Funds and STI Classic Variable Trust. ROSEMARIE B. GRECO (DOB 03/31/46)--Trustee--Principal, Grecoventures (consulting firm) since August 1997. President, Corestates Financial Corp., 1991-1997; Chief Executive Officer and President, Corestates Bank, N.A., 1991-1997; Director, Sonoco, Inc.; Director, PECO Energy; Director, Radian, Inc.; Trustee, Pennsylvania Real Estate Investment Trust; Director, Cardone Industries, Inc.; Director, Genuardi Markets, Inc.; Director, PRWT Comserve, Inc. JAMES M. STOREY (DOB 04/12/31)--Trustee**--Partner, Dechert Price & Rhoads, September 1987-December 1993. Trustee of The Advisors' Inner Circle Fund, The Arbor Fund, The Expedition Funds, Oak Associates Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust and SEI Tax Exempt Trust. GEORGE J. SULLIVAN, JR. (DOB 11/13/42)--Trustee**--Chief Executive Officer, Newfound Consultants Inc. since April 1997. General Partner, Teton Partners, L.P., June 1991-December 1996; Chief Financial Officer, Noble Partners, L.P., March 1991-December 1996; Treasurer and Clerk, Peak Asset Management, Inc., since 1991; Trustee, Navigator Securities Lending Trust, since 1995. Trustee of The Advisors' Inner Circle Fund, The Arbor Fund, The Expedition Funds, Oak Associates Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust and SEI Tax Exempt Trust. EDWARD D. LOUGHLIN (DOB 03/07/51)--President and Chief Executive Officer--Executive Vice President and President--Asset Management Division of SEI Investments since 1993. Executive Vice President of SIMC and the Administrator since 1994. Senior Vice President of the Distributor, 1986-1991; Vice President of the Distributor, 1981-1986. TIMOTHY D. BARTO (DOB 03/28/68)--Vice President and Assistant Secretary--Employed by SEI Investments since October 1999. Vice President and Assistant Secretary of SIMC, the Administrator and Distributor since December 1999. Associate at Dechert Price & Rhoads (1997-1999). Associate at Richter, Miller & Finn (1994-1997). TODD B. CIPPERMAN (DOB 02/14/66)--Vice President and Assistant Secretary--Senior Vice President and General Counsel of SEI Investments, General Counsel and Secretary of SIMC, the Administrator and the Distributor since 1995. Associate, Dewey Ballantine (law firm), 1994-1995. Associate, Winston & Strawn (law firm), 1991-1994. JAMES R. FOGGO (DOB 06/30/64)--Vice President and Assistant Secretary--Vice President and Assistant Secretary of SEI Investments since January 1998. Vice President of the Administrator and Distributor since May 1999. Vice President and Assistant Secretary of SIMC since December 1999. Associate, Paul Weiss, Rifkind, Wharton & Garrison (law firm), 1998. Associate, Baker & McKenzie (law firm), 1995-1998. Associate, Battle Fowler L.L.P. (law firm), 1993-1995. Operations Manager, The Shareholder Services Group, Inc., 1986-1990. LYDIA A. GAVALIS (DOB 06/05/64)--Vice President and Assistant Secretary--Vice President and Assistant Secretary of SEI Investments, SIMC, the Administrator and the Distributor since 1998. Assistant General Counsel and Director of Arbitration, Philadelphia Stock Exchange, 1989-1998. ROBERT LUDWIG (DOB )--Vice President and Assistant Secretary-- [ ] CHRISTINE M. MCCULLOUGH (DOB 12/05/60)--Vice President and Assistant Secretary--Employed by SEI Investments since November 1, 1999. Vice President and Assistant Secretary of SIMC, the Administrator and Distributor since December 1999. Associate at White and Williams LLP, 1991-1999. Associate at Montgomery, Walker and Rhoads, 1990-1991. S-33 CYNTHIA M. PARRISH (DOB 10/23/59)--Vice President and Assistant Secretary--Vice President and Assistant Secretary of the SEI Investments, SIMC, the Administrator and the Distributor since August 1997. Branch Chief, Division of Enforcement, U.S. Securities and Exchange Commission, January 1995-August 1997. Senior Counsel--Division of Enforcement, U.S. Securities and Exchange Commission, September 1992-January 1995. Staff Attorney--Division of Enforcement, U.S. Securities and Exchange Commission, January 1995-August 1997. RICHARD W. GRANT (DOB 10/25/45)--Secretary--1701 Market Street, Philadelphia, PA 19103. Partner, Morgan, Lewis & Bockius LLP (law firm), counsel to the Trust, SEI Investments, SIMC, the Administrator and the Distributor. MARK E. NAGLE (DOB 10/20/59)--Controller and Chief Financial Officer--President of the Administrator and Senior Vice President of SEI Investments Mutual Funds Services Operations Group since 1998. Vice President of the Administrator and Vice President of Fund Accounting and Administration of SEI Investments Mutual Funds Services, 1996-1998. Vice President of the Distributor since December 1997, Senior Vice President, Fund Administration, BISYS Fund Services, September 1995-November 1996. Senior Vice President and Site Manager, Fidelity Investments 1981-September 1995. The Trustees and officers of the Trust own less than 1% of the outstanding shares of the Trust. Compensation of officers and affiliated Trustees of the Trust is paid by the Manager. The Trust pays the fees for unaffiliated Trustees. For the fiscal period ended September 30, 1999, the Trust paid the following amounts to the Trustees.
AGGREGATE PENSION OR TOTAL COMPENSATION FROM COMPENSATION RETIREMENT BENEFITS ESTIMATED ANNUAL REGISTRANT AND FUND COMPLEX FROM REGISTRANT ACCRUED AS PART OF BENEFITS UPON PAID TO TRUSTEES FOR FYE NAME OF PERSON AND POSITION FOR FYE 9/30/99 FUND EXPENSES RETIREMENT 9/30/99 - --------------------------- ----------------- ------------------- ---------------- ----------------------------------- Robert A. Nesher, Trustee....... $ 0 $0 $0 $0 for services on 9 boards William M. Doran, Trustee....... $ 0 $0 $0 $0 for services on 9 boards F. Wendell Gooch, Trustee....... $14,103 $0 $0 $108,250 for services on 9 boards [Rosemary B. Greco+............. $ 0 $0 $0 [ ] ] Frank M. Morris, Trustee*....... $ 3,364 $0 $0 $25,750 for services on 9 boards James M. Storey, Trustee........ $14,103 $0 $0 $108,250 for services on 9 boards George J. Sullivan, Trustee..... $14,103 $0 $0 $108,250 for services on 9 boards
Mr. Edward W. Binshadler is a Trustee Emeritus of the Trust. Mr. Binshadler serves as a consultant to the Audit Committee and receives as compensation $5,000 per Audit Committee meeting attended. PERFORMANCE From time to time, the Trust may advertise yield and/or total return for one or more of the Funds. These figures will be based on historical earnings and are not intended to indicate future performance. The total return of a Fund refers to the average compounded rate of return to a hypothetical investment for designated time periods (including, but not limited to, the period from which the Fund - ------------------------ + Ms. Greco was not a member of the Board of Trustees during fiscal year ended September 30, 1999 and, as such, received no compensation from the Trust. * Messrs. Nesher and Doran are Trustees who may be deemed to be "interested persons" of the Trust as the term is defined in the 1940 Act. ** Messrs. Gooch, Storey and Sullivan and Ms. Greco serve as members of the Audit Committee of the Trust. S-34 commenced operations through the specified date), assuming that the entire investment is redeemed at the end of each period. In particular, total return will be calculated according to the following formula: P(1 + T)TO THE POWER OF n = ERV, where P = a hypothetical initial payment of $1,000; T = average annual total return; n = number of years; and ERV = ending redeemable value of a hypothetical $1,000 payment made at the beginning of the designated time period as of the end of such period. Based on the foregoing, the average annual total return for the Funds from inception through September 30, 1999, and for the one, five and ten year periods ended September 30, 1999 were as follows:
AVERAGE ANNUAL TOTAL RETURN ---------------------------------------- ONE SINCE FUND CLASS YEAR FIVE YEAR TEN YEAR INCEPTION - ---- ----- -------- --------- -------- --------- International Equity Fund A............................. 37.86% 9.75% * 6.77% D (with load)................. 30.77% 8.34% * 7.73% D (without load).............. 37.69% 9.46% * 8.76% I............................. * * * * Emerging Markets Equity Fund A............................. 48.23% * * (1.68)% International Fixed Income A............................. Fund (1.36)% 6.85% * 6.57% Emerging Markets Debt Fund A............................. 31.15% * * (3.72)%
- ------------------------ * Not in operation during such period. From time to time, the Trust may advertise the yield of the International Fixed Income Fund. The yield of the Fund refers to the annualized income generated by an investment in the Fund over a specified 30-day period. The yield is calculated by assuming that the income generated by the investment during that period is generated for each like period over one year and is shown as a percentage of the investment. In particular, yield will be calculated according to the following formula: Yield = 2([(a-b)/cd + 1]TO THE POWER OF 6 - 1) where a = dividends and interest earning during the period; b = expenses accrued for the period (net of reimbursement); c = the current daily number of shares outstanding during the period that were entitled to receive dividends; and d = the maximum offering price per share on the last day of the period. Actual yields will depend on such variables as asset quality, average asset maturity, the type of instruments a Fund invests in, changes in interest rates on money market instruments, changes in the expenses of a Fund and other factors. Yields are one basis upon which investors may compare a Fund with other mutual funds; however, yields of other mutual funds and other investment vehicles may not be comparable because of the factors set forth above and differences in the methods used in valuing portfolio instruments. For the 30-day period ended September 30, 1999, the yield for the International Fixed Income and Emerging Markets Debt Funds was 2.94% and 9.77%, respectively. The Funds may, from time to time, compare their performance to other mutual funds tracked by mutual fund rating services, to broad groups of comparable mutual funds or to unmanaged indices which may assume investment of dividends but generally do not reflect deductions for administrative and management costs. PURCHASE AND REDEMPTION OF SHARES The purchase and redemption price of shares is the net asset value of each share. A Fund's securities are valued by SEI Management pursuant to valuations provided by an independent pricing service (generally the last quoted sale price). Fund securities listed on a securities exchange for which market S-35 quotations are available are valued at the last quoted sale price on each Business Day (defined as days on which the New York Stock Exchange is open for business ("Business Day")) or, if there is no such reported sale, at the most recently quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recently quoted bid price. The pricing service may also use a matrix system to determine valuations. This system considers such factors as security prices, yields, maturities, call features, ratings and developments relating to specific securities in arriving at valuations. The procedures of the pricing service and its valuations are reviewed by the officers of the Trust under the general supervision of the Trustees. Information about the market value of each portfolio security may be obtained by SEI Management from an independent pricing service. The pricing service may use a matrix system to determine valuations of equity and fixed income securities. This system considers such factors as security prices, yields, maturities, call features, ratings and developments relating to specific securities in arriving at valuations. The pricing service may also provide market quotations. The procedures used by the pricing service and its valuations are reviewed by the officers of the Trust under the general supervision of the Trustees. Fund securities for which market quotations are available are valued at the last quoted sale price on each Business Day or, if there is no such reported sale, at the most recently quoted bid price. Securities with remaining maturities of 60 days or less will be valued by the amortized cost method, which involves valuing a security at its cost on the date of purchase and thereafter (absent unusual circumstances) assuming a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuations in general market rates of interest on the value of the instrument. While this method provides certainty in valuation, it may result in periods during which value, as determined by this method, is higher or lower than the price the Trust would receive if it sold the instrument. During periods of declining interest rates, the daily yield of a Fund may tend to be higher than a like computation made by a company with identical investments utilizing a method of valuation based upon market prices and estimates of market prices for all of its portfolio securities. Thus, if the use of amortized cost by a Fund resulted in a lower aggregate portfolio value on a particular day, a prospective investor in a Fund would be able to obtain a somewhat higher yield that would result from investment in a company utilizing solely market values, and existing shareholders in the Fund would experience a lower yield. The converse would apply during a period of rising interest rates. Shares of a Fund may be purchased in exchange for securities included in the Fund subject to SEI Management's determination that the securities are acceptable. Securities accepted in an exchange will be valued at the market value. All accrued interest and subscription of other rights which are reflected in the market price of accepted securities at the time of valuation become the property of the Trust and must be delivered by the Shareholder to the Trust upon receipt from the issuer. SEI Management will not accept securities for a Fund unless: (1) such securities are appropriate in the Fund at the time of the exchange; (2) such securities are acquired for investment and not for resale; (3) the Shareholder represents and agrees that all securities offered to the Trust for the Fund are not subject to any restrictions upon their sale by the Fund under the Securities Act of 1933, or otherwise; (4) such securities are traded on the American Stock Exchange, the New York Stock Exchange or on NASDAQ in an unrelated transaction with a quoted sales price on the same day the exchange valuation is made or,if not listed on such exchanges or on NASDAQ, have prices available from an independent pricing service approved by the Trust's Board of Trustees; and (5) the securities may be acquired under the investment restrictions applicable to the Fund. The Trust reserves the right to suspend the right of redemption and/or to postpone the date of payment upon redemption for any period during which trading on the New York Stock Exchange is restricted, or during the existence of an emergency (as determined by the SEC by rule or regulation) as a result of which disposal or evaluation of the portfolio securities is not reasonably practicable, or for such other periods as the SEC may by order permit. The Trust also reserves the right to suspend sales of shares S-36 of the Funds for any period during which the New York Stock Exchange, the Manager, the Advisers, the Distributor and/or the Custodians are not open for business. Currently, the following holidays are observed by the Trust: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. It is currently the Trust's policy to pay for all redemptions in cash. The Trust retains the right, however, to alter this policy to provide for redemptions in whole or in part by a distribution in kind of securities held by a Fund in lieu of cash. Shareholders may incur brokerage charges in connection with the sale of such securities. However, a shareholder will at all times be entitled to aggregate cash redemptions from a Fund of the Trust during any 90-day period of up to the lesser of $250,000 or 1% of the Trust's net assets in cash. A gain or loss for federal income tax purposes would be realized by a shareholder subject to taxation upon an in-kind redemption depending upon the shareholder's basis in the shares of the Fund redeemed. Fund securities may be traded on foreign markets on days other than Business Days or the net asset value of a Fund may be computed on days when such foreign markets are closed. In addition, foreign markets may close at times other than 4:00 p.m. Eastern time. As a consequence, the net asset value of a share of a Fund may not reflect all events that may affect the value of the Fund's foreign securities unless the Adviser determines that such events materially affect net asset value in which case net asset value will be determined by consideration of other factors. Certain shareholders in one or more of the Funds may obtain asset allocation services from the Adviser and other financial intermediaries with respect to their investments in such Fund's if a sufficient amount of a Fund's assets are subject to such asset allocation services, the Fund may incur higher transaction costs and a higher portfolio turnover rate than would otherwise be anticipated as a result of redemptions and purchases of Fund shares pursuant to such services. Further, to the extent that the Adviser is providing asset allocation services and providing investment advice to the Funds, it may face conflicts of interest in fulfilling its responsibilities because of the possible differences between the interests of its asset allocation clients and the interest of the Funds. REDUCTIONS IN SALES CHARGES In calculating the sales charge rates applicable to current purchases of Class D shares, members of the following affinity groups and clients of the following broker-dealers, each of which has entered into an agreement with the Distributor, are entitled to the following percentage-based discounts from the otherwise applicable sales charge:
PERCENTAGE DATE OFFER DATE OFFER NAME OF GROUP DISCOUNT STARTS TERMINATES - ------------- ---------- ---------- ---------- BHC Securities, Inc. ......................... 10% 12/29/94 N/A First Security Investor Services, Inc. ....... 10% 12/29/94 N/A
Those members or clients who take advantage of a percentage-based reduction in the sales charge during the offering period noted above may continue to purchase shares at the reduced sales charge rate after the offering period relating to each such purchaser's affinity group or broker-dealer relationship has terminated. Please contact the Distributor at 1-800-437-6016 for more information. SHAREHOLDER SERVICES (CLASS D SHARES) The following is a description of plans and privileges by which the sale charges imposed on the Class D shares of the International Equity Fund may be reduced. RIGHT OF ACCUMULATION: A shareholder qualifies for cumulative quantity discounts when his or her new investment, together with the current offering price value of all holdings of that shareholder in certain S-37 eligible portfolios, reaches a discount level. See "Purchase and Redemption of Shares" in the Prospectus for the sales charge on quantity purchases. LETTER OF INTENT: The reduced sales charges are also applicable to the aggregate amount of purchases made by a purchaser within a 13-month period pursuant to a written Letter of Intent provided to the Distributor that (i) does not legally bind the signer to purchase any set number of shares and (ii) provides for the holding in escrow by the Administrator of 5% of the amount purchased until such purchase is completed within the 13-month period. A Letter of Intent may be dated to include shares purchased up to 90 days prior to the date the Letter is signed. The 13-month period begins on the date of the earliest purchase. If the intended investment is not completed, the Administrator will surrender an appropriate number of the escrowed shares for redemption in order to recover the difference between the sales charge imposed under the Letter of Intent and the sales charge that would have otherwise been imposed. DISTRIBUTION INVESTMENT OPTION: Distributions of dividends and capital gains made by a Fund may be automatically invested in shares of another Fund if shares of that Fund are available for sale. Such investments will be subject to initial investment minimums, as well as additional purchase minimums. A shareholder considering the Distribution Investment Option should obtain and read the prospectus of the other Funds and consider the differences in objectives and policies before making any investment. REINSTATEMENT PRIVILEGE: A shareholder who has redeemed shares of the Fund has a one-time right to reinvest the redemption proceeds in shares of a Fund at their net asset value as of the time of reinvestment. Such a reinvestment must be made within 30 days of the redemption and is limited to the amount of the redemption proceeds. Although redemptions and repurchases of shares are taxable events, a reinvestment within such 30-day period in the same fund is considered a "wash sale" and results in the inability to recognize currently all or a portion of a loss realized on the original redemption for federal income tax purposes. The investor must notify the Transfer Agent at the time the trade is placed that the transaction is a reinvestment. EXCHANGE PRIVILEGE: Some or all of the Fund's Class D shares for which payment has been received (I.E., an established account), may be exchanged for Class D shares of other portfolios of SEI Liquid Asset Trust, SEI Tax Exempt Trust, and SEI Institutional Managed Trust ("SEI Funds"). Exchanges are made at net asset value plus any applicable sales charge. SEI Funds' portfolios that are not money market portfolios currently impose a sales charge on Class D shares. A shareholder who exchanges into one of these "non-money market" portfolios will have to pay a sales charge on any portion of the exchanged Class D shares for which he or she has not previously paid a sales charge. If a shareholder has paid a sales charge on Class D shares, no additional sales charge will be assessed when he or she exchanges those Class D shares for other Class D shares. If a shareholder buys Class D shares of a "non-money market" fund and receives a sales load waiver, he or she will be deemed to have paid the sales load for purposes of this exchange privilege. In calculating any sales charge payable on an exchange transaction, the SEI Funds will assume that the first shares a shareholder exchanges are those on which he or she has already paid a sales charge. Sales charge waivers may also be available under certain circumstances, as described in the Prospectuses. The Trust reserves the right to change the terms and conditions of the exchange privilege discussed herein, or to terminate the exchange privilege, upon sixty days' notice. Exchanges will be made only after proper instructions in writing or by telephone (an "Exchange Request") are received for an established account by the Distributor. A shareholder may exchange the shares of the Fund's Class D shares, for which good payment has been received, in his or her account at any time, regardless of how long he or she has held his or her shares. Each Exchange Request must be in proper form (I.E., if in writing, signed by the record owner(s) exactly as the shares are registered; if by telephone, proper account identification is given by the dealer or shareholder of record), and each exchange must involve either shares having an aggregate value of at least $1,000 or all the shares in the account. Each exchange involves the redemption of the shares of the Fund S-38 (the "Old Fund") to be exchanged and the purchase at net asset value (I.E., without a sales charge) of the shares of the other Funds (the "New Funds"). Any gain or loss on the redemption of the shares exchanged is reportable on the shareholder's federal income tax return, unless such shares were held in a tax-deferred retirement plan or other tax-exempt account. If the Exchange Request is received by the Distributor in writing or by telephone on any business day prior to the redemption cut-off time specified in each Prospectus, the exchange usually will occur on that day if all the restrictions set forth above have been complied with at that time. However, payment of the redemption proceeds by the Old Funds, and thus the purchase of shares of the New Funds, may be delayed for up to seven days if the Fund determines that such delay would be in the best interest of all of its shareholders. Investment dealers which have satisfied criteria established by the Funds may also communicate a shareholder's Exchange Request to the Fund subject to the restrictions set forth above. No more than five exchange requests may be made in any one telephone Exchange Request. TAXES QUALIFICATION AS A RIC The following discussion of federal income tax consequences is based on the Code and the regulations issued thereunder as in effect on the date of this Statement. New legislation, as well as administrative or court decisions, may significantly change the conclusions expressed herein and may have a retroactive effect with respect to the transactions contemplated herein. In order to qualify for treatment as a regulated investment company ("RIC") under the Code, a Fund must distribute annually to its shareholders at least the sum of 90% of its net interest income excludable from gross income plus 90% of its investment company taxable income (generally, net investment income, including net short-term capital gain) ("Distribution Requirement") and must meet several additional requirements. Among these requirements are the following: (i) at least 90% of a Fund's gross income each taxable year must be derived from dividends, interest, payments with respect to securities loans and gains from the sale or other disposition of stocks or securities or foreign currencies or other income (including gains from forward contracts) derived with respect to its business of investing in stocks or securities; (ii) at the close of each quarter of a Fund's taxable year, at least 50% of the value of its total assets must be represented by cash and cash items, United States Government securities, securities of other RICs and other securities, with such other securities limited, in respect of any one issuer, to an amount that does not exceed 5% of the value of a Fund's total assets and that does not represent more than 10% of the outstanding voting securities of the issuer; and (iii) at the close of each quarter of a Fund's taxable year, not more than 25% of the value of its total assets may be invested in securities (other than U.S. Government securities or the securities of other RICs) of any one issuer or of two or more issuers engaged in the same, similar, or related trades or businesses if the Fund owns at least 20% of the voting power of such issuers. Notwithstanding the Distribution Requirement described above, which only requires a Fund to distribute at least 90% of its annual investment company taxable income and does not require any minimum distribution of net capital gain, a Fund will be subject to a nondeductible 4% federal excise tax to the extent it fails to distribute by the end of any calendar year at least 98% of its ordinary income for that year and 98% of its capital gain net income for the one-year period ending on October 31, of that year, plus certain other amounts. Each Fund intends to make sufficient distributions to avoid liability for the federal excise tax applicable to RICs. If you buy shares when the Fund has realized but not yet distributed income or capital gains, you will be "buying a dividend" by paying the full price for the shares and gains and receiving back a portion of the price in the form of a taxable distribution. If the Fund's distributions exceed its taxable income and capital gains realized during a taxable year, all or a portion of the distributions made in the same taxable year may be recharacterized as a return of S-39 capital to shareholders. A return of capital distribution will generally not be taxable, but will reduce each shareholder's cost basis in the Fund and result in a higher reported capital gain or lower reported capital loss when those shares on which the distribution was received are sold. The use of hedging strategies, such as entering into forward foreign currency contracts, involves complex rules that will determine for income tax purposes the character and timing of recognition of the income received in connection therewith by the Fund. Income from foreign currencies, and income from transactions in forward contracts that are directly related to a Fund's business of investing in securities or foreign currencies, will qualify as permissible income under the Income Requirement. Any gain or loss recognized on a sale, exchange or redemption of shares of a Fund by a shareholder who is not a dealer in securities will generally, for individual shareholders, be treated as a long-term capital gain or loss if the shares have been held for more than twelve months and otherwise will be treated as short-term capital gain or loss. However, if shares on which a shareholder has received a net capital gain distribution are subsequently sold, exchanged or redeemed and such shares have been held for six months or less, any loss recognized will be treated as a long-term capital loss to the extent of the net capital gain distribution. All or a portion of any loss that you realize upon the redemption of the Fund's shares will be disallowed to the extent that you buy other shares in the Fund (through reinvestment of dividends or otherwise) within 30 days before or after your share redemption. Any loss disallowed under these rules will be added to your tax basis in the new shares you buy. If a Fund fails to qualify as a RIC for any year, all of its taxable income will be subject to tax at regular corporate rates without any deduction for distributions to shareholders, and its distributions (including capital gains distributions) generally will be taxable as ordinary income dividends to its shareholders, subject to the dividends received deduction for corporate shareholders. The board reserves the right not to maintain the qualification of the Fund as a regulated investment company if it determines such course of action to be beneficial to shareholders. A Fund will be required in certain cases to withhold and remit to the United States Treasury 31% of amounts payable to any shareholder who (1) has provided the Fund either an incorrect tax identification number or no number at all, (2) who is subject to backup withholding by the Internal Revenue Service for failure to properly report payments of interest or dividends, or (3) who has failed to certify to the Fund that such shareholder is not subject to backup withholding. With respect to investments in STRIPS, TR's, TIGR's, LYONs, CATS and other Zero Coupon securities which are sold at original issue discount and thus do not make periodic cash interest payments, a Fund will be required to include as part of its current income the imputed interest on such obligations even though the Fund has not received any interest payments on such obligations during that period. Because each Fund distributes all of its net investment income to its shareholders, a Fund may have to sell Fund securities to distribute such imputed income which may occur at a time when the advisers would not have chosen to sell such securities and which may result in taxable gain or loss. Because the Fund's income is derived primarily from investments in foreign rather than domestic U.S. securities, no portion of its distributions will generally be eligible for the dividends-received deduction. Non-U.S. investors in the Fund may be subject to U.S. withholding and estate tax and are encouraged to consult their tax advisor prior to investing in the Fund. STATE TAXES A Fund is not liable for any income or franchise tax in Massachusetts if it qualifies as a RIC for federal income tax purposes. Rules of state and local taxation of dividend and capital gains distributions from RICs often differ from the rules for federal income taxation described above. Depending upon state and local law, distributions by a Fund to shareholders and the ownership of shares may be subject to state S-40 and local taxes. Shareholders are urged to consult their tax advisors regarding the state and local tax consequences of investments in a Fund. FOREIGN TAXES Dividends and interest received by a Fund may be subject to income, withholding or other taxes imposed by foreign countries and United States possessions that would reduce the yield on a Fund's securities. Tax conventions between certain countries and the United States may reduce or eliminate these taxes. Foreign countries generally do not impose taxes on capital gains with respect to investments by foreign investors. If more than 50% of the value of a Fund's total assets at the close of its taxable year consists of stock or securities of foreign corporations, a Fund will be eligible to, and will, file an election with the Internal Revenue Service that will enable shareholders, in effect, to receive the benefit of the foreign tax credit with respect to any foreign and United States possessions income taxes paid by a Fund. Pursuant to the election, a Fund will treat those taxes as dividends paid to its shareholders. Each shareholder will be required to include a proportionate share of those taxes in gross income as income received from a foreign source and must treat the amount so included as if the shareholder had paid the foreign tax directly. The shareholder may then either deduct the taxes deemed paid by him or her in computing his or her taxable income or, alternatively, use the foregoing information in calculating the foreign tax credit (subject to significant limitations) against the shareholder's federal income tax. If a Fund makes the election, it will report annually to its shareholders the respective amounts per share of the Fund's income from sources within, and taxes paid to, foreign countries and United States possessions. Most Foreign exchange gains realized on the sale of debt securities are treated as ordinary income by the Fund. Similarly, foreign exchange losses realized by the Fund on the sale of debt securities are generally treated as ordinary losses by the Fund. These gains when distributed will be taxed to you as ordinary dividends, and any losses will reduce the Fund's ordinary income otherwise available for distribution to your. This treatment could increase or reduce the Fund's ordinary income distributions to you, and may cause some or all of the Fund's previously distributed income to be classified as a return of capital. PORTFOLIO TRANSACTIONS The Trust has no obligation to deal with any dealer or group of brokers or dealers in the execution of transactions in portfolio securities. Subject to policies established by the Trustees, the Advisers are responsible for placing orders to execute Fund transactions. In placing brokerage orders, it is the Trust's policy to seek to obtain the best net results taking into account such factors as price (including the applicable dealer spread), size, type and difficulty of the transaction involved, the firm's general execution and operational facilities, and the firm's risk in positioning the securities involved. While the Advisers generally seek reasonably competitive spreads or commissions, the Trust will not necessarily be paying the lowest spread or commission available. The Trust will not purchase portfolio securities from any affiliated person acting as principal except in conformity with the regulations of the SEC. It is expected that the Funds may execute brokerage or other agency transactions through the Distributor, a registered broker-dealer, for a commission, in conformity with the 1940 Act, the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. Under these provisions, the Distributor is permitted to receive and retain compensation for effecting fund transactions for a Fund on an exchange if a written contract is in effect between the Distributor and the Trust expressly permitting the Distributor to receive and retain such compensation. These provisions further require that commissions paid to the Distributor by the Trust for exchange transactions not exceed "usual and customary" brokerage commissions. The rules define "usual and customary" commissions to include amounts which are "reasonable and fair compared to the commission, fee or other renumeration received or to be received by other brokers in connection with comparable transactions involving similar securities being purchased or sold on a securities exchange during a comparable period of time." The Trustees, including those who are not S-41 "interested persons" of the Trust, have adopted procedures for evaluating the reasonableness of commissions paid to the Distributor and will review these procedures periodically. The money market securities in which a Fund invests are traded primarily in the over-the-counter market. Bonds and debentures are usually traded over-the-counter, but may be traded on an exchange. Where possible, each Adviser will deal directly with the dealers who make a market in the securities involved except in those circumstances where better prices and execution are available elsewhere. Such dealers usually are acting as principal for their own account. On occasion, securities may be purchased directly from the issuer. Money market securities are generally traded on a net basis and do not normally involve either brokerage commissions or transfer taxes. The cost of executing portfolio securities transactions of a Fund will primarily consist of dealer spreads and underwriting commissions. In connection with transactions effected for Funds operating within the "manager of managers" structure, SIMC and the various firms that serve as sub-advisers to certain Funds of the Trust, in the exercise of joint investment discretion over the assets of a Fund, may direct a substantial portion of a Fund's brokerage to the Distributor. All such transactions directed to the Distributor must be accomplished in a manner that is consistent with the Trust's policy to achieve best net results, and must comply with the Trust's procedures regarding the execution of transactions through affiliated brokers. For the fiscal year ended September 30, 1999, the Funds paid the following brokerage fees:
% TOTAL TOTAL $ AMOUNT TOTAL $ AMOUNT % OF TOTAL BROKERED OF BROKERAGE OF BROKERAGE BROKERAGE TRANSACTIONS COMMISSION COMMISSIONS COMMISSIONS EFFECTED THROUGH PAID IN 1999 PAID TO AFFILIATES PAID TO AFFILIATES AFFILIATES FUND (000) IN 1999 (000) IN 1999 IN 1999 - ---- -------------- ------------------ ------------------ ---------------- International Equity Fund.......... $ 3,124 $ 0 0% 0% Emerging Markets Equity Fund....... $ 5,737 $ 342 6.0% 0.02% International Fixed Income Fund.... $ 0 $ 0 0% 0% Emerging Markets Debt Fund......... $ 0 $ 0 0% 0%
For the fiscal year ended February 28, 1998, and the fiscal period ended September 30, 1998, the Funds paid the following brokerage fees:
TOTAL $ AMOUNT OF BROKERAGE TOTAL $ AMOUNT OF BROKERAGE COMMISSIONS PAID TO COMMISSIONS PAID (000) AFFILIATES (000) FUND 02/28/98 09/30/98 02/28/98 09/30/98 - ---- ------------- ------------- ------------- ------------- International Equity Fund.......... $ 2,134 $ 2,017 $ 0 $ 0 Emerging Markets Equity Fund....... $ 20,770 $ 2,975 $ 0 $ 0 International Fixed Income Fund.... $ 0 $ 0 $ 0 $ 0 Emerging Markets Debt Fund......... * $ 0 * $ 0
- ------------------------ * Not in operation during such period. For the fiscal year ended February 28, 1998, the fiscal period ended September 30, 1998, and the fiscal year ended September 30, 1999, Class D Shareholders paid the following sales charges:
DOLLAR AMOUNT OF DOLLAR AMOUNT OF CHARGES RETAINED BY CHARGES THE DISTRIBUTOR ------------------------------ ---------------------------- FUND 02/28/98 09/30/98 09/30/99 02/28/98 09/30/98 09/30/99 - ---- --------- -------- --------- -------- -------- -------- International Equity Fund--Class D........... $ 461 $5,012 $5,737 $ 50 $646 $342
The Class I shares were not offered during the fiscal year ended September 30, 1999. S-42 The portfolio turnover rates for each Fund for the fiscal period ended September 30, 1998 and 1999, were as follows:
TURNOVER RATE ------------------------------- FUND SEPTEMBER 1998 SEPTEMBER 1999 - ---- -------------- -------------- International Equity Fund................................... 66% 61% Emerging Markets Equity Fund................................ 46% 129% International Fixed Income Fund............................. 112% 278% Emerging Markets Debt Fund.................................. 186% 184%
- ------------------------ * Not in operation during such period. Consistent with their duty to obtain best execution, Sub-Advisers may allocate brokerage or principal business to certain broker-dealers in recognition of the sale of Fund shares. In addition, a Fund's adviser or sub-advisers may place Fund orders with qualified broker-dealers who recommend the Trust to clients, and may, when a number of brokers and dealers can provide best price and execution on a particular transaction, consider such recommendations by a broker or dealer in selecting among broker-dealers. The Trust does not expect to use one particular broker or dealer, but, subject to the Trust's policy of seeking the best net results, broker-dealers who provide supplemental investment research to the Adviser or sub-advisers may receive orders for transactions by the Trust. Information so received will be in addition to and not in lieu of the services required to be performed by the Advisers or sub-advisers under the Advisory Agreement and Sub-Advisory Agreements, and the expenses of the Advisers and sub-advisers will not necessarily be reduced as a result of the receipt of such supplemental information. These research services include advice, either directly or through publications or writings, as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities; furnishing of analyses and reports concerning issuers, securities or industries; providing information on economic factors and trends, assisting in determining portfolio performance evaluation and technical market analyses. Such services are used by the Advisers or sub-advisers in connection with their investment decision-making process with respect to one or more funds and accounts managed by them, and may not be used exclusively with respect to the fund or account generating the brokerage. The Trust is required to identify any securities of its "regular broker dealers" (as such term is defined in the 1940 Act) which the Trust has acquired during its most recent fiscal year. As of September 30, 1999, the Trust held securities from the following issuers:
TYPE OF FUND SECURITY NAME OF ISSUER AMOUNT (000) - ---- -------- -------------- ------------ International Equity Fund............ Repurchase Agreement J.P. Morgan 19,018 Emerging Markets Equity Fund......... Repurchase Agreement J.P. Morgan 20,907 International Fixed Income Fund...... Repurchase Agreement Morgan Stanley 18,925
DESCRIPTION OF SHARES The Declaration of Trust authorizes the issuance of an unlimited number of shares of each Fund, each of which represents an equal proportionate interest in that Fund. Each share upon liquidation entitles a shareholder to a PRO RATA share in the net assets of that Fund. Shareholders have no preemptive rights. The Declaration of Trust provides that the Trustees of the Trust may create additional portfolios of shares or classes of portfolios. Share certificates representing the shares will not be issued. S-43 LIMITATION OF TRUSTEES' LIABILITY The Declaration of Trust provides that a Trustee shall be liable only for his own willful defaults and, if reasonable care has been exercised in the selection of officers, agents, employees or administrators, shall not be liable for any neglect or wrongdoing of any such person. The Declaration of Trust also provides that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with actual or threatened litigation in which they may be involved because of their offices with the Trust unless it is determined in the manner provided in the Declaration of Trust that they have not acted in good faith in the reasonable belief that their actions were in the best interests of the Trust. However, nothing in the Declaration of Trust shall protect or indemnify a Trustee against any liability for his wilful misfeasance, bad faith, gross negligence or reckless disregard of his duties. CODE OF ETHICS The Board of Trustees of the Trust has adopted a Code of Ethics pursuant to Rule 17j-1 under the 1940 Act. In addition, the Investment Adviser, Sub-Advisers, and Distributor have adopted Codes of Ethics pursuant to Rule 17j-1. These Codes of Ethics apply to the personal investing activities of trustees, officers and certain employees ("access persons"). Rule 17j-1 and the Codes are designed to prevent unlawful practices in connection with the purchase or sale of securities by access persons. Under each Code of Ethics, access persons are permitted to engage in personal securities transactions, but are required to report their personal securities transactions for monitoring purposes. In addition, certain access persons are required to obtain approval before investing in initial public offerings or private placements. Copies of these Codes of Ethics are on file with SEC, and are available to the public. VOTING Each share held entitles the shareholder of record to one vote. Shareholders of each Fund or class will vote separately on matters pertaining solely to that Fund or class, such as any distribution plan. As a Massachusetts business trust, the Trust is not required to hold annual meetings of shareholders, but approval will be sought for certain changes in the operation of the Trust and for the election of Trustees under certain circumstances. In addition, a Trustee may be removed by the remaining Trustees or by shareholders at a special meeting called upon written request of shareholders owning at least 10% of the outstanding shares of the Trust. In the event that such a meeting is requested, the Trust will provide appropriate assistance and information to the shareholders requesting the meeting. Where the Prospectuses for the Funds or Statement of Additional Information state that an investment limitation or a fundamental policy may not be changed without shareholder approval, such approval means the vote of: (i) 67% or more of a Fund's shares present at a meeting if the holders of more than 50% of the outstanding shares of the Fund are present or represented by proxy; or (ii) more than 50% of a Fund's outstanding shares, whichever is less. SHAREHOLDER LIABILITY The Trust is an entity of the type commonly known as a "Massachusetts business trust." Under Massachusetts law, shareholders of such a Trust could, under certain circumstances, be held personally liable as partners for the obligations of the Trust. Even if, however, the Trust were held to be a partnership, the possibility of the shareholders' incurring financial loss for that reason appears remote because the Trust's Declaration of Trust contains an express disclaimer of shareholder liability for obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by or on behalf of the Trust or the Trustees, and because the Declaration of Trust provides for indemnification out of the Trust property for any shareholders held personally liable for the obligations of the Trust. S-44 CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES As of May 31, 2000, the following persons were the only persons who were record owners (or to the knowledge of the Trust, beneficial owners) of 5% or more of the shares of the Funds. The Trust believes that most of the shares referred to below were held by the below persons in accounts for their fiduciary, agency or custodial customers. INTERNATIONAL EQUITY FUND--CLASS A:
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND - ------------------------------------------------------------ ---------------- --------------- [ ] [ ]% [SEI Trust Company Attn: Jacqueline Esposito One Freedom Valley Drive Oaks, PA 19456]
INTERNATIONAL EQUITY FUND--CLASS D:
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND - ------------------------------------------------------------ ---------------- --------------- [ ] [ ]% [SEI Trust Company Attn: Jacqueline Esposito One Freedom Valley Drive Oaks, PA 19456 [ ] [ ]% Bankers Trust Attn: Jennifer Davis 100 Plaza One Mail Stop 3046 Jersey City, NJ 07311 [ ] [ ]% MAC & Co. APSF 1852692 Mutual Fund Operations P.O. Box 3198 Pittsburgh, PA 15230-3198]
INTERNATIONAL FIXED INCOME FUND:
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND - ------------------------------------------------------------ ---------------- --------------- [ ] [ ]% [SEI Trust Company Attn: Jacqueline Esposito One Freedom Valley Drive Oaks, PA 19456]
EMERGING MARKETS EQUITY FUND:
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND - ------------------------------------------------------------ ---------------- --------------- [ ] [ ]% [SEI Trust Company Attn: Jacqueline Esposito One Freedom Valley Drive Oaks, PA 19456]
S-45 EMERGING MARKETS DEBT FUND:
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND - ------------------------------------------------------------ ---------------- --------------- [ ] [ ]% [SEI Trust Company Attn: Jacqueline Esposito One Freedom Valley Drive Oaks, PA 19456 [ ] [ ]% Bank of New York Attn: Steven Bonora One Wall Street, 12th Floor New York, NY 10286-0001]
EXPERTS The financial statements incorporated by reference into this Statement of Additional Information have been audited by PricewaterhouseCoopers LLP, independent accountants as indicated in their report dated November 12, 1999, and are included herein in reliance upon the authority of said firm as experts in auditing and accounting and in giving said report. CUSTODIAN State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, serves as Custodian for the assets of the International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Funds (the "Custodian"). The Custodian holds cash, securities and other assets of the Trust as required by the 1940 Act. First Union National Bank, Broad and Chestnut Streets, P.O. Box 7618, Philadelphia, Pennsylvania 19101, acts as wire agent of the Trust's assets. LEGAL COUNSEL Morgan, Lewis & Bockius LLP serves as counsel to the Trust. FINANCIAL STATEMENTS The Trust's financial statements for the fiscal year ended September 30, 1999, including notes thereto and the report of PricewaterhouseCoopers LLP thereon, are herein incorporated by reference from the Trust's 1999 Annual Report. A copy of the 1999 Annual Report must accompany the delivery of this Statement of Additional Information. S-46 APPENDIX--DESCRIPTION OF CORPORATE BOND RATINGS MOODY'S RATINGS DEFINITIONS LONG TERM Aaa Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt edged." Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues. Aa Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risk appear somewhat larger than the Aaa securities. A Bonds which are rated A possess many favorable investment attributes and are to be considered as upper-medium grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment some time in the future. Baa Bonds which are rated Baa are considered as medium-grade obligations (i.e., they are neither highly protected nor poorly secured). Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well. Ba Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well-assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class. B Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small. Caa Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest. Ca Bonds which are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings. C Bonds which are rated C are the lowest rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.
STANDARD & POOR'S RATINGS DEFINITIONS A Standard & Poor's corporate or municipal debt rating is a current assessment of creditworthiness of an obligor with respect to a specific obligation. This assessment may take into consideration obligors such as guarantors, insurers, or lessees. The debt rating is not a recommendation to purchase, sell or hold a security, as it does not comment on market price or suitability for a particular investor. A-1 The ratings are based, in varying degrees, on the following considerations: (1) Likelihood of default. The rating assesses the obligor's capacity and willingness as to timely payment of interest and repayment of principal in accordance with the terms of the obligation. (2) The obligation's nature and provisions. (3) Protection afforded to, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under bankruptcy laws and other laws affecting creditor's rights. Likelihood of default is indicated by an issuer's senior debt rating. If senior debt is not rated, an implied senior debt rating is determined. Subordinated debt usually is rated lower than senior debt to better reflect relative position of the obligation in bankruptcy. Unsecured debt, where significant secured debt exists, is treated similarly to subordinated debt. LONG-TERM INVESTMENT GRADE AAA Debt rated 'AAA' has the highest rating assigned by S&P. Capacity to pay interest and repay principal is extremely strong. AA Debt rated 'AA' has a very strong capacity to pay interest and repay principal and differs from the highest rated debt only in small degree. A Debt rated 'A' has a strong capacity to pay interest and repay principal, although it is somewhat more susceptible to adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories. BBB Debt rated 'BBB' is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher rated categories.
SPECULATIVE GRADE Debt rated 'BB', 'B', 'CCC', 'CC', and 'C' is regarded as having predominantly speculative characteristics with respect to capacity to pay interest and repay principal. 'BB' indicates the least degree of speculation and 'C' the highest degree of speculation. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposure to adverse conditions. BB Debt rated 'BB' has less near-term vulnerability to default than other speculative grade debt. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to inadequate capacity to meet timely interest and principal payments. The 'BB' rating category is also used for debt subordinated to senior debt that is assigned an actual or implied 'BBB-' rating. B Debt rate 'B' has greater vulnerability to default but presently has the capacity to meet interest payments and principal repayments. Adverse business, financial, or economic conditions would likely impair capacity or willingness to pay interest and repay principal. The 'B' rating category also is used for debt subordinated to senior debt that is assigned an actual or implied 'BB' or 'BB-' rating.
A-2 CCC Debt rated 'CCC' has a current identifiable vulnerability to default, and is dependent on favorable business, financial and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial, or economic conditions, it is not likely to have the capacity to pay interest and repay principal. The 'CCC' rating category also is used for debt subordinated to senior debt that is assigned an actual or implied 'B' or 'B-' rating. CC The rating 'CC' is typically applied to debt subordinated to senior debt which is assigned an actual or implied 'CCC' rating. C The rating 'C' is typically applied to debt subordinated to senior debt which is assigned an actual or implied 'CCC-' debt rating. The 'C' rating may be used to cover a situation where a bankruptcy petition has been filed, but debt service payment are continued. CI Debt rated 'CI' is reserved for income bonds on which no interest is being paid. D Debt is rated 'D' when the issue is in payment default, or the obligor has filed for bankruptcy. The 'D' rating is used when interest or principal payments are not made on the date due, even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period.
Plus (+) or minus (-): The ratings from 'AA' to 'CCC' may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories. c The letter 'C' indicates that the holder's option to tender the security for purchase may be canceled under certain prestated conditions enumerated in the tender option documents. p The letter 'p' indicates that the rating is provisional. A provisional rating assumes the successful completion of the project financed by the debt being rated and indicates that payment of the debt service requirements is largely or entirely dependent upon the successful timely completion of the project. This rating, however, while addressing credit quality subsequent to completion of the project, makes no comment on the likelihood of, or the risk of default upon failure of such completion. The investor should exercise his own judgement with respect to such likelihood and risk. L The letter 'L' indicates that the rating pertains to the principal amount of those bonds to the extent that the underlying deposit collateral is federally insured, and interest is adequately collateralized. In the case of certificates of deposit, the letter 'L' indicates that the deposit, combined with other deposits being held in the same right and capacity, will be honored for principal and pre-default interest up to federal insurance limits within 30 days after closing of the insured institution or, in the event that the deposit is assumed by a successor insured institution, upon maturity.
- ------------------------ *Continuance of the rating is contingent upon S&P's receipt of an executed copy of the escrow agreement or closing documentation confirming investments and cash flows. N.R. Not rated. Debt obligations of issuers outside the United States and its territories are rated on the same basis as domestic corporate and municipal issues. The ratings measure the creditworthiness of the obligor but do not take into account currency exchange and related uncertainties. If an issuer's actual or implied senior debt rating is 'AAA', its subordinated or junior debt is rated 'AAA' or 'AA+'. If an issuer's actual or implied senior debt rating is lower than 'AAA' but higher than 'BB+', its junior debt is typically rated one designation lower than the senior debt ratings. For example, if the senior debt rating is 'A', subordinated debt normally would be rated 'A-'. If an issuer's actual or implied senior debt rating is 'BB+' or lower, its subordinated debt is typically rated two designations lower than the senior debt rating. A-3 NOTE: The term "investment grade" was originally used by various regulatory bodies to connote obligations eligible for investment by institutions such as banks, insurance companies, and savings and loan associations. Over time, this term gained widespread usage throughout the investment community. Issues rated in the four highest categories, 'AAA', 'AA', 'A', 'BBB', generally are recognized as being investment grade. Debt 'BB' or below generally is referred to as speculative grade. The term "junk bond" is merely a more irreverent expression for this category of more risky debt. Neither term indicates which securities S&P deems worthy of investment, as an investor with a particular risk preference may appropriately invest in securities that are not investment grade. FITCH IBCA RATINGS DEFINITIONS INVESTMENT GRADE AAA Highest credit quality. 'AAA' ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events. AA Very high credit quality. 'AA' ratings denote a very low expectation of credit risk. They indicate very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events. A High credit quality. 'A' ratings denote a low expectation of credit risk. The capacity for timely payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings. BBB Good credit quality. 'BBB' ratings indicate that there is currently a low expectation of credit risk. The capacity for timely payment of financial commitments is considered adequate, but adverse changes in circumstances and in economic conditions are more likely to impair this capacity. This is the lowest investment-grade category. SPECULATIVE GRADE BB Speculative. 'BB' ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade. B Highly speculative. 'B' ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment. CCC High default risk. Default is a real possibility. Capacity CC for meeting financial commitments is solely reliant upon C sustained, favorable business or economic developments. A 'CC' rating indicates that default of some kind appears probable. 'C' ratings signal imminent default. DDD Default. The ratings of obligations in this category are DD based on their prospects for achieving partial or full D recovery in a reorganization or liquidation of the obligor. While expected recovery values are highly speculative and cannot be estimated with any precision, the following serve as general guidelines. 'DDD' obligations have the highest potential for recovery, around 90%-100% of outstanding amounts and accrued interest. 'DD' indicates potential recoveries in the range of 50%-90%, and 'D' the lowest recovery potential, i.e., below 50%.
A-4 Entities rated in this category have defaulted on some or all of their obligations. Entities rated 'DDD' have the highest prospect for resumption of performance or continued operation with or without a formal reorganization process. Entities rated 'DD' and 'D' are generally undergoing a formal reorganization or liquidation process; those rated 'DD' are likely to satisfy a higher portion of their outstanding obligations, while entities rated 'D' have a poor prospect for repaying all obligations. Notes to Long-term and Short-term ratings: "+" or "-" may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the 'AAA' long-term rating category, to categories below 'CCC', or to short-term ratings other than 'F1'. 'NR' indicates that Fitch IBCA does not rate the issuer or issue in question. 'Withdrawn': A rating is withdrawn when Fitch IBCA deems the amount of information available to be inadequate for rating purposes, or when an obligation matures, is called, or refinanced. RatingAlert: Ratings are placed on RatingAlert to notify investors that there is a reasonable probability of a rating change and the likely direction of such change. These are designated as "Positive", indicating a potential upgrade, "Negative", for a potential downgrade, or "Evolving", if ratings may be raised, lowered or maintained. RatingAlert is typically resolved over a relatively short period.
PLUS (+) MINUS (-) Plus and minus signs are used with a rating symbol to indicate the relative position of a credit within the rating category. Plus and minus signs, however, are not used in the 'AAA', 'DDD', 'DD', or 'D' categories. DUFF AND PHELPS, INC. RATINGS DEFINITIONS AAA Highest credit quality. The risk factors are negligible, being only slightly more than for risk-free U.S. Treasury debt. AA+ High credit quality. Protection factors are strong. Risk is AA- modest but may vary slightly from time to time because of economic conditions. A+ Protection factors are average but adequate. However, risk A- factors are more variable and greater in periods of economic stress. BBB+ Below average protection factors but still considered BBB- sufficient for prudent investment. Considerable variability in risk during economic cycles. BB+ Below investment grade but deemed likely to meet obligations BB when due. Present or prospective financial protection BB- factors fluctuate according to industry conditions or company fortunes. Overall quality may move up or down frequently within this category. B+ Below investment grade and possessing risk that obligations B will not be met when due. Financial protection factors will B- fluctuate widely according to economic cycles, industry conditions and/or company fortunes. Potential exists for frequent changes in the rating within this category or into a higher or lower rating grade. CCC Well below investment grade securities. Considerable uncertainty exists as to timely payment of principal, interest or preferred dividends. Protection factors are narrow and risk can be substantial with unfavorable economic/industry conditions, and/or with unfavorable company developments. DD Defaulted debt obligations. Issuer failed to meet scheduled principal and/or interest payments. DP Preferred stock with dividend arrearages.
A-5 THOMSON BANKWATCH RATINGS DEFINITIONS AAA Bonds rated AAA indicate that the ability to repay principal and interest on a timely basis is very high. AA Bonds rated AA indicate a superior ability to repay principal and interest on a timely basis, with limited incremental risk compared to issues rated in the highest category. A Bonds rated A indicate the ability to repay principal and interest is strong. Issues rated A could be more vulnerable to adverse developments (both internal and external) than obligations with higher ratings. BBB Bonds rated BBB indicate an acceptable capacity to repay principal and interest. Issues rated BBB are, however, more vulnerable to adverse developments (both internal and external) than obligations with higher ratings. BB While not investment grade, the BB rating suggests that the likelihood of default is considerably less than for lower-rated issues. However, there are significant uncertainties that could affect the ability to adequately service debt obligations. B Issues rated B show a higher degree of uncertainty and therefore greater likelihood of default than higher-rated issues. Adverse developments could well negatively affect the payment of interest and principal on a timely basis. CCC Issues rated "CCC" clearly have a high likelihood of default, with little capacity to address further adverse changes in financial circumstances. CC "CC" is applied to issues that are subordinate to other obligations rated "CCC" and are afforded less protection in the event of bankruptcy or reorganization. D Default
Ratings in the Long-Term Debt categories may include a plus (+) or minus (-) designation, which indicates where within the respective category the issue is placed. A-6 PART C: OTHER INFORMATION Item 23. EXHIBITS: (a) Agreement and Declaration of Trust dated June 28, 1988 as originally filed with Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the Securities and Exchange Commission ("SEC") on June 30, 1988, is incorporated herein by reference to Exhibit 1 of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. (b)(1) By-Laws as originally filed with Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on June 30, 1988, are incorporated herein by reference to Exhibit 2 of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. (b)(2) Amended By-Laws are incorporated herein by reference to Exhibit 2(a) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. (c) Not Applicable (d)(1) Investment Advisory Agreement between Registrant and Brinson Partners, Inc. dated June 5, 1991 as originally filed as Exhibit (5)(b) to Post-Effective Amendment No. 6 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on May 16, 1991, is incorporated herein by reference to Exhibit 5(a) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. (d)(2) Investment Advisory Agreement between Registrant and Strategic Fixed Income, L.L.C. dated June 15, 1993 as originally filed as Exhibit (5)(c) to Post-Effective Amendment No. 9 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on March 31, 1993, is incorporated herein by reference to Exhibit 5(b) of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. (d)(3) Investment Advisory Agreement between Registrant and Morgan Grenfell Investment Services Ltd. dated April 25, 1994 as originally filed as Exhibit (5)(e) to Post-Effective Amendment No. 16 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on May 2, 1994, is incorporated herein by reference to Exhibit 5(c) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. (d)(4) Investment Advisory Agreement between Registrant and Schroder Capital Management International Limited dated April 25, 1994 as originally filed as Exhibit (5)(f) to Post-Effective Amendment No. 16 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on May 2, 1994, is incorporated herein by reference to Exhibit 5(d) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. (d)(5) Investment Advisory Agreement between Registrant and SEI Investments Management Corporation ("SIMC") dated December 16, 1994 incorporated herein by reference to Exhibit 5(e) of Post-Effective Amendment No. 25 and to Exhibit (5)(g) of Post-Effective Amendment No. 19 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 28, 1995. (d)(6) Investment Advisory Agreement between Registrant and Strategic Fixed Income, L.L.C. dated April 25, 1994, as previously filed as Exhibit (5)(h) to Post-Effective Amendment No. 19 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 28, 1995, is incorporated herein by reference to Exhibit 5(f) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997.
(d)(7) Investment Sub-Advisory Agreement between Registrant and Morgan Grenfell Investment Services Ltd. dated March 25, 1996, previously filed as Exhibit (5)(i) to Post-Effective Amendment No. 19 to Registrant's Registration Statement on For N-1A (File No. 33-22821), filed with the SEC on April 28, 1995, is incorporated herein by reference to Exhibit 5(g) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. (d)(8) Investment Sub-Advisory Agreement between Registrant and Schroder Capital Management International Limited dated December 14, 1995 previously filed as Exhibit (5)(j) to Post-Effective Amendment No. 19 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 28, 1995, is incorporated herein by reference to Exhibit 5(h) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. (d)(9) Investment Sub-Advisory Agreement between Registrant and Montgomery Asset Management, LLC dated December 21, 1994 incorporated herein by reference to Exhibit 5(i) of Post-Effective Amendment No. 25 and to Exhibit (5)(k) of Post-Effective Amendment No. 19 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 28, 1995. (d)(10) Investment Sub-Advisory Agreement between Registrant and Acadian Asset Management, Inc. dated December 16, 1994 incorporated herein by reference to Exhibit 5(j) of Post-Effective Amendment No. 25 and to Exhibit (5)(l) of Post-Effective Amendment No. 19 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 28, 1995. (d)(11) Investment Sub-Advisory Agreement between Registrant and WorldInvest Limited dated December 16, 1994 incorporated herein by reference to Exhibit 5(k) of Post-Effective Amendment No. 25 and to Exhibit (5)(m) of Post-Effective Amendment No. 19 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 28, 1995. (d)(12) Investment Sub-Advisory Agreement between SIMC and Schroder Capital Management International Limited incorporated herein by reference to Exhibit 5(l) of Post-Effective Amendment No. 25 and to Exhibit (5)(n) of Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 25, 1996. (d)(13) Investment Sub-Advisory Agreement between SIMC and Morgan Grenfell Investment Services Limited incorporated herein by reference to Exhibit 5(m) of Post-Effective Amendment No. 25 and to Exhibit (5)(o) of Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 25, 1996. (d)(14) Investment Sub-Advisory Agreement between SIMC and Coronation Asset Management (Proprietary) Limited dated September 30, 1996 is incorporated herein by reference to Exhibit 5(n) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. (d)(15) Investment Sub-Advisory Agreement between SIMC and Parametric Portfolio Associates dated September 11, 1996 is incorporated herein by reference to Exhibit 5(o) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997.
2 (d)(16) Investment Sub-Advisory Agreement between SIMC and Farrell Wako Global Investment Management, Inc. dated June 14, 1996 is incorporated herein by reference to Exhibit 5(p) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. (d)(17) Investment Sub-Advisory Agreement between SIMC and Lazard London International Investment Management Limited dated December 30, 1996 is incorporated herein by reference to Exhibit 5(q) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. (d)(18) Investment Sub-Advisory Agreement between SIMC and Seligman Henderson Co. dated June 14, 1996 is incorporated herein by reference to Exhibit 5(r) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. (d)(19) Investment Sub-Advisory Agreement between SIMC and SG Pacific Asset Management Inc. and SGY Asset Management (Singapore) Limited (formerly "Yamaichi Capital Management/Yamaichi Capital Management (Singapore) Limited") dated June 14, 1996 is incorporated herein by reference to Exhibit 5(s) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. (d)(20) Investment Sub-Advisory Agreement between Registrant and Acadian Asset Management, Inc. dated November 7, 1994 is incorporated herein by reference to Exhibit 5(t) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. (d)(21) Investment Advisory Agreement between Registrant and World Invest Limited dated November 7, 1994 is incorporated herein by reference to Exhibit 5(u) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. (d)(22) Investment Sub-Advisory Agreement between SIMC and Credit Suisse Asset Management dated December 15, 1997 is incorporated by reference to Exhibit 5(v) of Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on June 29, 1998. (d)(23) Investment Sub-Advisory Agreement between SIMC and Montgomery Asset Management, LLC dated July 31, 1997 is incorporated by reference to Exhibit 5(w) of Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on June 29, 1998. (d)(24) Investment Sub-Advisory Agreement between SIMC and Capital Guardian Trust Company dated June 29, 1998 is incorporated by reference to Exhibit (d)(24) of Post-Effective Amendment No. 26 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on November 25, 1998. (d)(25) Investment Sub-Advisory Agreement between SIMC and Scottish Widows Investment Management Limited dated March 23, 1998 is incorporated by reference to Exhibit 5(y) of Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on June 29, 1998. (d)(26) Investment Sub-Advisory Agreement between SIMC and SG Pacific Asset Management, Inc., SG Yamaichi Asset Management Co., Ltd. and SGY Asset Management (Singapore) Limited dated March 23, 1998 is incorporated by reference to Exhibit (d)(26) of Post-Effective Amendment No. 26 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on November 25, 1998.
3 (d)(27) Investment Sub-Advisory Agreement between SIMC and SG Pacific Asset Management, Inc. and SGY Asset Management (Singapore) Ltd. dated March 23, 1998 is incorporated by reference to Exhibit (d)(27) of Post-Effective Amendment No. 26 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on November 25, 1998. (d)(28) Investment Sub-Advisory Agreement between SIMC and Morgan Stanley Asset Management Inc. dated September 15, 1998 is incorporated by reference to Exhibit (d)(28) of Post-Effective Amendment No. 26 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on November 25, 1998. (d)(29) Investment Sub-Advisory Agreement between SIMC and Nicholas Applegate Capital Management dated September 10, 1998 is incorporated by reference to Exhibit (d)(29) of Post-Effective Amendment No. 26 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on November 25, 1998. (d)(30) Investment Sub-Advisory Agreement between SIMC and Coronation Asset Management (Proprietary) Limited dated December 1, 1998 is incorporated by reference to Exhibit (d)(30) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on January 27, 2000. (d)(31) Investment Sub-Advisory Agreement between SIMC and Salomon Brothers Asset Management dated March 31, 1997 is incorporated by reference to Exhibit (d)(31) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on January 27, 2000. (d)(32) Investment Sub-Advisory Agreement between SIMC and BlackRock International, Ltd. dated December 13, 1999 is incorporated by reference to Exhibit (d)(32) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on January 27, 2000. (d)(33) Investment Sub-Advisory Agreement between SIMC and Oechsle International Advisors, LLC dated June 22, 1999 is incorporated by reference to Exhibit (d)(33) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on January 27, 2000. (d)(34) Schedule B to the Advisory Agreement between Registrant and Strategic Fixed Income, L.L.C. dated December 13, 1999 is incorporated by reference to Exhibit (d)(34) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on January 27, 2000. (d)(35) Investment Sub-Advisory Agreement between SIMC and Schroder Investment Management North America Inc. is filed herewith. (e) Distribution Agreement between Registrant and SEI Investments Distribution Co. as originally filed with Pre-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on August 30, 1988, is incorporated herein by reference to Exhibit 6 of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. (f) Not Applicable (g)(1) Custodian Agreement between Registrant and State Street Bank and Trust Company as originally filed as Exhibit (8) to Post-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on September 16, 1988, is incorporated herein by reference to Exhibit 8(a) of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997.
4 (g)(2) Custodian Agreement between Registrant and The Chase Manhattan Bank, N.A. as originally filed as Exhibit (8)(c) to Post-Effective Amendment No. 9 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on March 31, 1993, is incorporated herein by reference to Exhibit 8(b) of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. (h)(1) Management Agreement between Registrant and SIMC as originally filed as Exhibit (5)(a) to Pre-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on August 30, 1988, is incorporated herein by reference to Exhibit 9(a) of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. (h)(2) Schedule C to Management Agreement between Registrant and SIMC adding the International Fixed Income Portfolio as originally filed as Exhibit (5)(d) to Post-Effective Amendment No. 10 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on June 28, 1993, is incorporated herein by reference to Exhibit 9(b) of Post-Effective Amendment No. 22 filed with the SEC on April 8, 1997. (h)(3) Consent to Assignment and Assumption Agreement between SIMC and SEI Fund Management dated May 31, 1996 is incorporated herein by reference to Post-Effective Amendment No. 22 to Exhibit 9(c) of Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. (h)(4) Shareholder Service Plan and Agreement with respect to the Class A shares is incorporated herein by reference to Exhibit 15(e) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. (h)(5) Form of Shareholder Service Plan and Agreement with respect to Class I shares filed herewith. (h)(6) Form of Administrator Services Plan and Agreement with respect to Class I shares filed herewith. (i) Opinion and Consent of Counsel is incorporated by reference to Exhibit (i) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on January 27, 2000. (j) Consent of Independent Public Accountants is filed herewith. (k) Not Applicable (l) Not Applicable (m)(1) Distribution Plan (Class D) as originally filed with Post-Effective Amendment No. 10 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on June 28, 1993, is incorporated herein by reference to Exhibit 15(a) of Post-Effective Amendment No. 22 filed with the SEC on April 8, 1997. (m)(2) Distribution Plan (Core International Equity Portfolio Class A) as originally filed with Post-Effective Amendment No. 11 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on June 29, 1993, is incorporated herein by reference to Exhibit 15(b) of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. (m)(3) Distribution Plan (International Fixed Income Portfolio) as originally filed with Post-Effective Amendment No. 11 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on June 29, 1993, is incorporated herein by reference to Exhibit 15(c) of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997.
5 (m)(4) Amended and Restated Distribution Plan is incorporated herein by reference to Exhibit 15(d) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. (n) Not Applicable (o)(1) Rule 18f-3 Multiple Class Plan as originally filed as Exhibit (15)(d) to Registrant's Registration Statement on Form N-14 (File No. 33-65361), filed with the SEC on December 22, 1995, is incorporated herein by reference to Exhibit 18(a) of Post-Effective Amendment No. 22 filed with the SEC on April 8, 1997. (o)(2) Amendment No. 1 to Rule 18f-3 Plan relating to Class A and Class D shares is incorporated herein by reference to Exhibit 18(b) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. (o)(3) Amendment No. 2 to Rule 18f-3 Plan relating to Class I shares is filed herewith. (p)(1) The Code of Ethics for SEI Investments Company dated April, 2000 is incorporated by reference to Exhibit (p)(4) of Post-Effective Amendment No. 42 of SEI Daily Income Trust's Registration Statement on Form N-1A (File Nos. 2-77048 and 811-3451), filed with the SEC on May 30, 2000 (Accession #0000912057-00-026756). (p)(2) The Code of Ethics for SEI Institutional International Trust dated March 20, 2000 is filed herewith. (p)(3) The Code of Ethics for Acadian Asset Management, Inc. is filed herewith. (p)(4) The Code of Ethics for BlackRock International, Ltd. is filed herewith. (p)(5) The Code of Ethics for Capital Guardian Trust Co. is filed herewith. (p)(6) The Code of Ethics for Credit Suisse Asset Management Limited is filed herewith. (p)(7) The Code of Ethics for Coronation Asset Management (Proprietary) Limited is filed herewith. (p)(8) The Code of Ethics for Morgan Stanley Dean Witter Investment Management is filed herewith. (p)(9) The Code of Ethics for Nicholas-Applegate Capital Management is filed herewith. (p)(10) The Code of Ethics for Oechsle International Advisors LLC is filed herewith. (p)(11) The Code of Ethics for Salomon Brothers Asset Management, Inc. is filed herewith. (p)(12) The Code of Ethics for SG Pacific Asset Management, Inc./SGY Asset Management (Singapore Ltd./SG Yamaichi Asset Management Co., Ltd. is filed herewith. (p)(13) The Code of Ethics for Strategic Fixed Income, LLC is filed herewith. (p)(14) The Code of Ethics for Schroder Investment Management North America Inc. is filed herewith. (q) Powers of Attorney for Robert A. Nesher, William M. Doran, Mark E. Nagle, F. Wendell Gooch, Rosemarie B. Greco, George J. Sullivan, Jr., James M. Storey, and Edward D. Loughlin are incorporated by reference to Exhibit (q) of Post-Effective Amendment No. 42 of SEI Daily Income Trust's Registration Statement on Form N-1A (File Nos. 2-77048 and 811-3451) filed with the SEC on May 30, 2000 (Accession #0000912057-00-026-756).
Item 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT See the Prospectus and Statement of Additional Information regarding the Trust's control relationships. The Manager is a subsidiary of SEI Investments Company which also controls the distributor of the Registrant (SEI Investments Distribution Co.) and other corporations engaged in providing various financial and record keeping services, primarily to bank trust departments, pension plan sponsors and investment managers. 6 Item 25. INDEMNIFICATION: Article VIII of the Agreement and Declaration of Trust filed as Exhibit 1 to the Registration Statement is incorporated by reference. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Act"), may be permitted to trustees, directors, officers and controlling persons of the Registrant by the Registrant pursuant to the Registrant's Agreement and Declaration of Trust or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by trustees, directors, officers or controlling persons of the Registrant in connection with the successful defense of any act, suit or proceeding) is asserted by such trustees, directors, officers or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Item 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER: ACADIAN ASSET MANAGEMENT, INC. Acadian Asset Management, Inc. ("Acadian") is a sub-adviser for the Registrant's International Equity Fund. The principal address of Acadian is Two International Place, 26th Floor, Boston, Massachusetts 02110. Acadian is an investment adviser registered under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Gary Leonard Bergstrom -- -- Chairman, Treasurer, Director John Robert Chisholm -- -- Executive Vice President, co- CIO Ronald Dickson Frashure -- -- President, co-CIO, Director Churchill Gibson Franklin -- -- Executive Vice President, Marketing Director Barry Bennett White Foley, Hoag & Eliot Partner Clerk
BLACKROCK INTERNATIONAL, LTD. BlackRock International, Ltd. ("BlackRock International") is a sub-adviser for the Registrant's International Equity Fund. The principal address of BlackRock is 7 Castle Street, Edinburgh, EH23AM Scotland, United Kingdom. BlackRock International is an investment adviser registered under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Gordon Anderson CastleInternational Asset Director Managing Director Management Inc. BlackRock International, Ltd. Managing Director
7
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Keith Thomas Anderson BlackRock Financial Managing Director Managing Director Management, Inc. BlackRock Advisors, Inc. Managing Director BlackRock (Japan) Inc. Managing Director BlackRock International, Ltd. Managing Director BlackRock Institutional Managing Director Management Corporation Provident Advisers, Inc. Managing Director Paul L. Audet BlackRock International, Ltd. Chief Financial Officer, Chief Financial Officer, Managing Director Managing Director BlackRock Financial Chief Financial Officer, Management, Inc. Managing Director BlackRock Advisors, Inc. Chief Financial Officer, Managing Director BlackRock (Japan) Inc. Chief Financial Officer, Managing Director BlackRock Institutional Chief Financial Officer, Management Corporation Managing Director BlackRock, Inc. Chief Financial Officer, Managing Director NC Investment Holdings, LLC Chief Financial Officer, Managing Director PNC Asset Management, Inc. Chief Financial Officer, Managing Director PNC Investment Chief Financial Officer, Holdings, Inc. Managing Director Bartholomew Angelo Battista BlackRock Financial Vice President, Regulatory Vice President, Regulatory Management, Inc. Compliance Compliance BlackRock Advisors, Inc. Vice President, Regulatory Compliance BlackRock (Japan) Inc. Vice President, Regulatory Compliance BlackRock International, Ltd. Vice President, Regulatory Compliance BlackRock Institutional Vice President, Regulatory Management Corporation Compliance Robert Peter Connolly BlackRock, Inc. General Counsel Managing Director, General Counsel, Secretary
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- BlackRock Financial Managing Director, Counsel, Management, Inc. Secretary BlackRock Advisors, Inc. Managing Director, Counsel, Secretary BlackRock (Japan) Inc. Managing Director, Counsel, Secretary BlackRock International, Ltd. Managing Director, Counsel, Secretary BlackRock Institutional Managing Director, Counsel, Management Corporation Secretary Provident Advisers, Inc. General Counsel, Assistant Secretary Laurence Douglas Fink BlackRock, Inc. Chairman, CEO, Director Chairman, CEO & Director BlackRock Financial Chairman, CEO, Director Management, Inc. BlackRock Advisors, Inc. Chairman, CEO, Director BlackRock (Japan) Inc. Chairman, CEO, Director BlackRock International, Ltd Chairman, CEO, Director BlackRock Institutional Chairman, CEO, Director Management Provident Advisers, Inc. Chairman, CEO, Director Hugh Robert Frater BlackRock, Inc. Managing Director Managing Director BlackRock Advisors, Inc. Managing Director BlackRock (Japan) Inc. Managing Director BlackRock International, Ltd. Managing Director BlackRock Institutional Managing Director Management Corporation Provident Advisers, Inc. Managing Director Henry Gabbay BlackRock Financial Managing Director, Portfolio Managing Director, Portfolio Management, Inc. Compliance Compliance BlackRock, Inc. Managing Director, Portfolio Compliance BlackRock Advisors, Inc. Managing Director, Portfolio Compliance BlackRock (Japan) Inc. Managing Director, Portfolio Compliance BlackRock International, Ltd. Managing Director, Portfolio Compliance
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- BlackRock Institutional Managing Director, Portfolio Management Corporation Compliance Provident Advisers, Inc. Chief Compliance Officer Bennett William Golub BlackRock, Inc. Managing Director Managing Partner BlackRock Advisors, Inc. Managing Director BlackRock (Japan) Inc. Managing Director BlackRock International, Ltd. Managing Director BlackRock Institutional Managing Director Management Corporation Provident Advisers, Inc. Managing Director Robert Steven Kapito BlackRock, Inc. Vice Chairman Director, Vice Chairman BlackRock Financial Vice Chairman, Director Management, Inc. BlackRock Advisors, Inc. Vice Chairman, Director BlackRock (Japan) Inc. Vice Chairman, Director BlackRock International, Ltd. Vice Chairman, Director BlackRock Institutional Vice Chairman, Director Management Corporation Provident Advisers, Inc. Vice Chairman, Director James Joseph Lillis BlackRock, Inc. Treasurer, Assistant Treasurer, Assistant Secretary Secretary BlackRock Advisors, Inc. Treasurer, Assistant Secretary BlackRock (Japan) Inc. Treasurer, Assistant Secretary BlackRock International, Ltd. Treasurer, Assistant Secretary BlackRock Institutional Treasurer, Assistant Management Corporation Secretary Provident Advisers, Inc. Treasurer, Assistant Secretary Paul Phillip Matthews, II BlackRock Financial Managing Director Managing Director Management, Inc. BlackRock Advisors, Inc. Managing Director BlackRock (Japan) Inc. Managing Director BFM International, Ltd. Managing Director BlackRock Institutional Managing Director Management Corporation Provident Advisers, Inc. Managing Director Barbara Goldman Novick BlackRock, Inc. Managing Director Managing Director BlackRock Advisors, Inc. Managing Director
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- BlackRock (Japan) Inc. Managing Director BlackRock International, Ltd. Managing Director BlackRock Institutional Managing Director Management Corporation Provident Advisers, Inc. Managing Director Karen Horwitz Sabath BlackRock, Inc. Managing Director Managing Director BlackRock Advisors, Inc. Managing Director BlackRock (Japan) Inc. Managing Director BlackRock International, Ltd. Managing Director BlackRock Institutional Managing Director Management Corporation Provident Advisers, Inc. Managing Director Ralph Lewis Schlosstein BlackRock, Inc. President, Director President, Director BlackRock Financial President, Director Management, Inc. BlackRock Advisors, Inc President, Director BlackRock (Japan) Inc. President, Director BlackRock International, Ltd. President, Director BlackRock Institutional President, Director Management Provident Advisers, Inc. President, Director Susan Lynne Wagner BlackRock, Inc. Chief Financial Officer, Chief Financial Officer, Secretary Secretary BlackRock Advisors, Inc. Chief Financial Officer, Secretary BlackRock (Japan) Inc. Chief Financial Officer, Secretary BlackRock International, Ltd. Chief Financial Officer, Secretary BlackRock Institutional Chief Financial Officer, Management Corporation Secretary Provident Advisers, Inc. Chief Financial Officer, Secretary
11 CAPITAL GUARDIAN TRUST COMPANY Capital Guardian Trust Company ("Capital Guardian") is a sub-adviser for the Registrant's International Equity Fund. The principal business address of Capital Guardian is 630 5th Avenue, 36th Floor, New York, New York 10111. Capital Guardian is a California trust company and is exempt from registration under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ----------------------- --------------------------------- -------------------------------- Richard C. Barker Capital Group International, Inc. Vice Chairman of the Board and Director Capital International Limited Chairman of the Board Michael D. Beckman Capital Guardian Research Company Treasurer Senior Vice President, Capital Guardian Trust Company, a Director Treasurer, and Nevada Corporation Director David I. Fisher The Capital Group Companies, Inc. Chairman of the Board Chairman of the Board Capital Group International, Inc. President, Director Capital International, Inc. Vice Chairman of the Board Capital International S.A. Chairman of the Board Capital International Limited Vice Chairman Capital International K.K. Vice Chairman Capital Group Research, Inc. Director Capital Research Company Director Capital Research International Director William H. Hurt Capital Guardian Trust Company, a Chairman of the Board Senior Vice President Nevada Corporation and Director Capital Strategy Research, Inc. Chairman of the Board Robert G. Kirby The Capital Group Partners L.P. Senior Partner Director and portfolio manager Nancy J. Kyle -- -- Senior Vice President- International, Director of the Executive Committee, international equity and emerging markets portfolio manager Karin L. Larson Capital Guardian Research Company President, Director of Research Director and member of the Board Capital Research International President, Director of Research and member of the Board The Capital Group Companies, Inc. Director D. James Martin Capital Guardian Research Company Senior Vice President and Director Director John McIlwralth Capital International Limited Senior Vice President and Senior Vice President- Director International and Director
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ----------------------- --------------------------------- -------------------------------- James R. Mulally Capital Guardian Research Company Director Senior Vice President, Capital Research Company Vice President Director and Chairman Capital International Limited Senior Vice President of the Fixed Income Subcommittee Jason M. Pilalas Capital Guardian Research Company Senior Vice President and Director Director Robert Ronus Capital Research International Chairman of the Board President and Director Capital International S.A. Senior Vice President Capital International Limited Senior Vice President Theodore R. Samuels Capital Guardian Research Company Director Senior Vice President and Director, portfolio manager John B. Seiter Capital Group International, Inc. Senior Vice President Executive Vice The Capital Group Companies, Inc. Vice President President and Director Eugene P. Stein Capital Guardian Research Company Director Executive Vice President, Director, portfolio manager and Chairman of the Investment Committee Edus H. Warren The Capital Group Partners, L.P. Senior Partner
CORONATION ASSET MANAGEMENT (PROPRIETARY) LIMITED Coronation Asset Management (Proprietary) Limited ("Coronation") is a sub-adviser for the Registrant's Emerging Markets Equity Fund. The principal business address of Coronation is Boundary Terraces, 1 Mariendahl Lane, Newlands, South Africa 7700. Coronation is an investment sub-adviser registered under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Walter Arthur Aylett -- -- Alternate Director and Investment Manager David L. Barnes Coronation Holdings Limited Managing Director Director Hugh Richard Broadhurst -- -- Director and Investment Manager Philip Leon Campher -- -- Director Michielse Matthys du Toit -- -- Managing Director (President)
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Anthony John Gibson -- -- Director Bruce Meredith Ilsley Sage Life Managing Director Director Leon Kaplan Sage Life Limited Director Director Gavan Mark Ryan Coronation Holdings Limited Group Financial Director Director and Chairman Andrew Charles Salmon -- -- Director and Investment Manager John Ashley Snalam -- -- Director and Compliance Officer Louis Francois Stassen -- -- Director and Investment Manager
CREDIT SUISSE ASSET MANAGEMENT LIMITED Credit Suisse Asset Management Limited ("Credit Suisse") is a sub-adviser for the Registrant's Emerging Markets Equity Fund. The principal business address of Credit Suisse is Beaufort House, 15 St. Botolph Street, London, EC3A 7JJ. Credit Suisse is an investment adviser registered under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Ian M. Chimes Credit Suisse Asset Managing Director Managing Director Management Funds (UK) Ltd. David Maxwell Collins -- -- Compliance Officer Andrew Harmstone -- -- Managing Director Beatrice Hannah Millicent Hollond -- -- Managing Director Patricia Jeanne Maxwell-Arnot -- -- Managing Director Stephen John Maynard -- -- Finance Director Lord Moore BEA Associates Member of the Partnership Board Non-Executive Chairman Monitor Company Director Credit Suisse (UK) Ltd. Chairman
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Mark Julian Morris -- -- Managing Director-Investment Management William Charles Mott -- -- Managing Director Robert John Parker CS First Boston Investment Director Deputy Chairman Management Corporation Dilip Krishna Rasgotra -- -- Managing Director Phillip K. Ryan -- -- Managing Director Emanuele Stefano Ravano -- -- Director-Investment Management Mark K. Silverstein Credit Suisse Asset Management Managing Director/Portfolio Manager Portfolio Manager New York Steen Steinke Robert Fleming Limited Managing Director European Chief Executive Officer Distribution Stephen Maxwell Swift -- -- Managing Director Glenn Wellman -- -- Managing Director
MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC. Morgan Stanley Dean Witter Investment Management Inc. ("MSDW") is a sub-adviser for the Registrant's Emerging Market Equity Fund. The principal business address of MSDW is 1221 Avenue of the Americas, New York, NY 10020. MSDW is an investment adviser registered under the Adviser Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Barton M. Biggs Morgan Stanley & Co. Incorporated Managing Director Chairman, Director and Managing Director Harold J. Schaff, Jr. Morgan Stanley & Co. Incorporated Managing Director General Counsel, Secretary and Managing Director Donald P. Ryan Morgan Stanley & Co. Incorporated Principal Compliance Officer and Principal Alexander C. Frank Morgan Stanley & Co. Incorporated Managing Director Treasurer
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Peter D. Caldecott Morgan Stanley Dean Witter Managing Director Managing Director and Member of Investment Management, Ltd. Executive Committee Morgan Stanley International Vice President & Investment Manager Alan E. Goldberg Morgan Stanley & Co. Incorporated Managing Director Member of Executive Committee Thomas L. Bennett Morgan Stanley & Co. Incorporated Managing Director Member of Executive Committee and Miller Anderson & Sherred, LLP Portfolio Manager and Executive Portfolio Manager MAS Fund Distribution, Inc. Committee Member Director Marna C. Whittington Miller Anderson & Sherrerd, LLP Exec. Committee Member Chief Operating Officer, Managing Director and Member of Executive Committee Richard B. Worley Miller Anderson & Sherrerd, LLP Portfolio Manager and Executive President, Director, Managing Committee Member Director, Portfolio Manager and Member of Executive Committee MAS Fund Distribution, Inc. Registered Representative Morgan Stanley & Co. Incorporated Managing Director
NICHOLAS-APPLEGATE CAPITAL MANAGEMENT Nicholas-Applegate Capital Management ("Nicholas-Applegate") is a sub-adviser for the Registrant's Emerging Markets Equity Fund. The principal address of Nicholas-Applegate is 600 West Broadway, Suite 2900, San Diego, CA 92101. Nicholas-Applegate is an investment adviser registered under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Thomas E. Bleakley -- -- Limited Partner of LP William H. Chenoweth -- -- Limited Partner of LP Laura Stanley DeMarco -- -- Limited Partner of LP Andrew B. Gallagher Nicholas-Applegate Capital Partner, Portfolio Manager, Limited Partner of LP Management Institutional Equity Management
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Richard E. Graf -- -- Limited Partner of LP Peter J. Johnson -- -- Limited Partner of LP Jill B. Jordon Nicholas-Applegate Capital Head of Global Sales and Marketing Limited Partner of LP Management Nicholas-Applegate Securities Senior Vice President and Head of Institutional Business John J. Kane -- -- Limited Partner of LP James E. Kellerman -- -- Limited Partner of LP George C. Kenney -- -- Limited Partner of LP Pedro V. Marcal -- -- Limited Partner of LP James T. McComsey -- -- Limited Partner of LP John J.P. McDonnell Nicholas-Applegate Capital COO Limited Partner of LP Management Edward B. Moore, Jr. -- -- Limited Partner of LP Loretta J. Morris -- -- Limited Partner of LP Arthur E. Nicholas Nicholas-Applegate Securites President, Chairman Managing Partner Nicholas-Applegate Capital Managment Managing Partner, President of General Partner, CIO John R. Pipkin -- -- Limited Partner of LP Frederick S. Robertson Nicholas-Applegate Capital CIO/Fixed Income Limited Partner of LP Management Catherine C. Somhegyi Nicholas-Applegate Capital CIO, Global Equity Management, Limited Partner of LP Management Partner, and Portfolio Manager Lawrence S. Speidell -- -- Limited Partner of LP Todd L. Spillane -- -- Vice President, Director of Compliance
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ James W. Szabo Nichoas-Applegate Capital Management General Partner of Global Holding Limited Partner of LP Holdings LP and Nicholas-Applegate Capital Management Nicholas-Applegate Capital General Partner of General Partner Management Holdings Inc. Nicholas-Applegate Capital Limited Partner of LP Management Inc. Nicholas-Applegate Global Holding -- -- Co. LP Limited Partner Nicholas-Applegare Capital -- -- Management, Inc. Limited Partner of Limited Partner
Oechsle International Advisors, LLC ("Oechsle") is a sub-adviser for the Registrant's International Equity Fund. The principal business address of Oechsle is One International Place, 23rd Floor, Boston, Massachusetts 02110. Oechsle is an investment adviser registered under the Advisers Act.
NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ S. Dewey Keesler CIO and Principal Stephen P. Langer Principal/Director of Marketing Sean Roche COO and Principal Warren Walker Principal/Portfolio Manager Walter Oechsle Managing Principal Steven Henry Schaefer Principal John Frances Biagiotti CFO/Principal Paula Nicole Drake General Counsel/Principal James Paul Record Compliance Officer
18 SALOMON BROTHERS ASSET MANAGEMENT INC. Salomon Brothers Asset Management Inc. ("SBAM") is the sub-adviser for the Registrant's Emerging Markets Debt Fund. The principal address of SBAM is 7 World Trade Center, New York, New York 10048. SBAM is an investment adviser registered under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Andrew W. Alter Salomon Brothers Inc. Counsel Assistant Secretary Howard M. Darmstadter Travelers Group, Inc. Assistant General Counsel Assistant Secretary Vilas V. Gadkari Salomon Brothers Asset Management Managing Director & Chief Investment Managing Director Limited Officer Salomon Brothers Inc. Managing Director Salomon Brothers International Managing Director Limited Thomas W. Jasper Salomon Brothers Inc. Managing Director Treasurer Ross S. Margolies Salomon Brothers Inc. Managing Director Managing Director Heath B. McLendon Salomon Smith Barney Managing Director Managing Director Smith Barney Strategy Advisers Inc. Director, Chairman The Travelers Investment Management Director Company Mary L. McNiff Salomon Brothers Inc. Director Director Pamela P. Milunovich Salomon Brothers Inc. Director Director Nancy A. Noyes Salomon Brothers Inc. Director Director Maureen J. O'Callaghan Salomon Brothers Inc. Director Director Marcus A. Peckman Salomon Brothers, Inc. Director Director-Chief Financial Officer Michael F. Rosenbaum Salomon Smith Barney Inc. Managing Director Chief Legal Officer, General Counsel Salomon Brothers Asset Management Chief Legal Officer Limited
19
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Salomon Brothers Asset Management Chief Legal Officer Asia Pacific Limited The Travelers Group Inc. General Counsel to Asset Management Mitchel J. Schulman Salomon Brothers Inc. Director, COO-Portfolios Director, COO-Portfolios Jeffrey S. Scott -- -- Chief Compliance Officer Beth A. Simmel Salomon Brothers Inc. Director Director David A. Torchia Salomon Brothers Inc. Director Director Peter J. Wilby Salomon Brothers Inc. Managing Director Managing Director
SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC. Schroder Investment Management North America Inc. ("Schroders") is an investment sub-adviser to the Emerging Markets Equity Fund. The principal business address of Schroders is Equitable Center, 787 Seventh Avenue, New York, New York 10019. Schroders is an investment sub-adviser registered under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Andrew R. Barker Schroder Investment Management North First Vice President Director, Senior Vice President America Ltd. William Henry Barnes -- -- Director, Senior Vice President Andrew Anthony Beal Schroder Investment Management North Investment Manager Investment Manager America Ltd. Stefan Bottcher Schroder Investment Management North Director Director America Ltd. Marie C. Bouveresse Bertic -- -- Manager Donal Fergal Cassidy -- -- Comptroller, Vice President
20
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Denis Henry Clough Schroder Capital Management Investment Manager Investment Manager International Ltd. Schroder Investment Management Director International Limited Schroder Investment Management (UK) Director Limited Heather Frances Crighton Schroder Capital Management Fund Manager Senior Vice President, Director International Inc. Schroder Capital Management First Vice President, Director International Ltd. Louise Croset Schroder Capital Management Director, First Vice President Executive Vice President, Director International Ltd. Nancy Curtin -- -- Managing Director, Director Lucinda Jenkins Schroder Capital Management Investment Manager/Analyst Investment Manager/Analyst International Ltd. Schroder Investment Management Investment Manager/Analyst International Limited Tappan Datta Schroder Capital Management Economist, First Vice President Senior Vice President, Director International Ltd. Robert Geoffrey Davy Schroder Investment Management Director Executive Vice President, Director International Limited Schroder Mildesa Investment Director Management S.A. Margaret H. Douglas-Hamilton Schroder U.S. Holdings Inc. Senior Vice President, Secretary, Director, Secretary General Counsel Schroder Structured Investments Inc. Secretary Schroder Venture Managers, Inc. Secretary Donald H. M. Farquharson Schroder Capital Management Vice President Senior Vice President, Director International Ltd.
21
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Richard Ralston Foulkes Schroder Investment Management Director Deputy Chairman, Director (Europe) Ltd. Schroder Investment Management Deputy Chairman International Ltd. Schroder Capital Management Deputy Chairman International Ltd. Schroder Asseily & Company, Ltd. Director Roger Duncan Goodchild Schroder Investment Management North Finance Officer, Vice President Vice President, Controller America Ltd. James Anthony Warren Gotto Schroder Capital Management Portfolio Manager Portfolio Manager International Ltd. Philip John Hardy Schroder Capital Management Director, Investment Manager Director International Ltd. Sharon Louise Haugh Schroder Investment Management Ltd. Member of Management Committee Chairman, Director Schroder Investment Management North Chairman, Director America Ltd. Schroder Fund Advisors, Inc. Chairman, Director Susan B. Kenneally Schroder Capital Management Director, First Vice President Senior Vice President, Director International Ltd. Jane Paula Lucas -- -- Senior Vice President Barbara Brooke Manning Schroder Fund Advisors, Inc. First Vice President First Vice President, Chief Compliance Officer Catherine Andrea Mazza Schroder Fund Advisors, Inc. Executive Vice President, Director Senior Vice President, Director Thomas Melendez Schroder Mildesa Investment First Vice President, Assistant Senior Vice President, Director Management S.A. Director Robert Charles Michele -- -- Director, Managing Director Connie Moak Mazur -- -- Director, Senior Vice President Paul Martin Morris Schroder Fund Advisors, Inc. Registered Representative Director, Managing Director Abdallah Nauphal -- -- Senior Vice President
22
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Giles Neville Schroder Capital Management Assistant Director, Investment Investment Manager International Ltd. Manager Michael Mark Perelstein Schroder Capital Management Director, Senior Vice President Senior Investment Officer, Director International Ltd. Gavin Ralston Schroder Capital Management Director, Senior Vice President Managing Director, Director International Ltd. David John Ridgway Schroder Capital Management First Vice President, Director Senior Vice President, Director International Ltd. David Murray Salisbury Schroder Investment Management North Director Director America Ltd. Schroder Investment Management Ltd. Chairman, Director Schroder Investment Management Director (Europe) Ltd. Schroders plc. Director Schroder Property Investments Director Limited Schroder US Holdings Inc. Director Schroder Investment (UK) Ltd. Director Frances Prout Selby -- -- Director, Senior Vice President Richard John Sennitt Schroder Investment Management Investment Manager Investment Manager International Limited Schroder Capital Management Investment Manager International Ltd. Andrew William Smethurst Schroder Fund Advisors Inc. Registered Representative First Vice President, Portfolio Manager Mark Julian Smith Schroder Investment Management Group Operations Director, Director Executive Vice President, Director Limited Schroder Capital Management Senior Vice President, Director International Ltd. Schroder Fund Advisors Inc. Director, Senior Vice President Schroder Investment Management Director (Guernsey) Ltd.
23
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Ellen B. Sullivan -- -- Senior Vice President, Director Olga Maria Garcia Tascon Schroder Capital Management Analyst, Investment Manager Analyst, Investment Manager International Ltd. Schroder Investment Management Analyst, Investment Manager International Limited Shigemi Takagi -- -- First Vice President, Portfolio Manager Nancy Briggs Tooke -- -- Executive Vice President, Director John Alexander Troiano Schroder Capital Management CEO, Director, Senior Vice CEO, Director International Ltd. President, Managing Director Schroder Capital Management Inc. Director Ira L. Unschuld -- -- Senior Vice President, Director Jan Kees van Heusde Schroder Capital Management Director, First Vice President Senior Vice President, Director International Ltd. Guy Varney Schroder Capital Management First Vice President, Director Senior Vice President, Director International Ltd. Reza Vishkai Schroder Investment Management Ltd. Divisional Director Senior Vice President, Director Schroder Capital Management Director, First Vice President International Ltd. Ashbel C. Williams -- -- Executive Vice President, Director Thomas Jeremy Willoughby Schroder Capital Management Compliance Officer Compliance Officer International Ltd. Schroder Investment Management Compliance Officer International Ltd. Schroder Investment Management Ltd. Head of Compliance
24 SEI INVESTMENTS MANAGEMENT CORPORATION SEI Investments Management Corporation ("SIMC") is the adviser for the Registrant's International Equity, Emerging Markets Equity and Emerging Markets Debt Fund. The principal address of SIMC is Oaks, Pennsylvania 19456. SIMC is an investment adviser registered under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Alfred P. West, Jr. SEI Investments Company Chairman, CEO Chairman, CEO, Director SEI Investments Distribution Co. Director, Chairman of the Board of Directors SEI Inc. (Canada) Director SEI Ventures, Inc. Director, Chairman, President SEI Funds, Inc. CEO, Chairman of the Board of Directors Rembrandt Financial Services Company Chairman of the Board of Directors SEI Global Investment Corp. Director, CEO, Chairman SEI Investments Global Management Chairman, CEO (Cayman), Limited SEI Capital AG Director, Chairman of the Board SEI Global Capital Director, CEO, Chairman Investments, Inc. CR Financial Services Company Director, Chairman of the Board CR Capital Resources, Inc. Director, Chairman of the Board SEI Investments Mutual Fund Services Chairman, CEO SEI Investments Fund Management Chairman, CEO SEI Global Holdings (Cayman) Inc. Chairman, CEO SEI Investments De Mexico Director SEI Asset Korea Director Carmen V. Romeo SEI Investments Company Director, Executive Vice President, Executive Vice President, Director President-Investment Advisory Group SEI Investments Distribution Co. Director
25
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ SEI Trust Company Director SEI Investments, Inc. Director, President SEI Investments Developments, Inc. Director, President SEI Funds, Inc. Director, Executive Vice President Rembrandt Financial Services Company Director, Executive Vice President SEI Global Capital Executive Vice President Investments, Inc. SEI Primus Holding Corp. Director, President CR Financial Services Company Director CR Capital Resources, Inc. Director SEI Investments Mutual Fund Services Executive Vice President SEI Investments Fund Management Executive Vice President Richard B. Lieb SEI Investments Company Director, Executive Vice President, Director, Executive Vice President President-Investment Systems & Services Division SEI Investments Distribution Co. Director, Executive Vice President SEI Trust Company Director, Chairman of the Board SEI Investments-Global Fund Services Director Limited CR Capital Resources, Inc. Director SEI Investments Mutual Fund Services Executive Vice President SEI Investments Fund Management Executive Vice President Edward Loughlin SEI Investments Company Executive Vice President, Executive Vice President President-Asset Management Division SEI Trust Company Director SEI Insurance Group, Inc. Director, President, Secretary SEI Funds, Inc. Executive Vice President
26
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ SEI Advanced Capital Director, President Management, Inc. SEI Investments Mutual Fund Services Executive Vice President SEI Investments Fund Management Executive Vice President Primus Capital Advisors Company Director Dennis J. McGonigle SEI Investments Company Executive Vice President Executive Vice President SEI Investments Distribution Co. Executive Vice President SEI Investments Mutual Fund Services Senior Vice President SEI Investments Fund Management Senior Vice President Michael Arizin -- -- Senior Vice President, Managing Director Ed Daly -- -- Senior Vice President, Managing Director Leo J. Dolan, Jr. SEI Distribution Co. Senior Vice President Senior Vice President Rembrandt Financial Services Company Senior Vice President SEI Investments Mutual Fund Services Senior Vice President SEI Investments Fund Management Senior Vice President Mick Duncan SEI Investments Mutual Fund Services Vice President, Team Leader Senior Vice President, Managing Director SEI Investments Fund Management Vice President, Team Leader Carl A. Guarino SEI Investments Company Senior Vice President Senior Vice President SEI Investments Distribution Company Senior Vice President
27
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Rembrandt Financial Services Company Director, Vice President SEI Global Investments Corp. Senior Vice President SEI Global Investments (Cayman) Director Limited SEI Investments Global, Limited Director SEI Global Holdings (Cayman) Inc. Director SEI Investments Argentina S.A. Director SEI Investments De Mexico Director SEI Investments (Europe) Ltd. Director Larry Hutchison SEI Investments Distribution Co. Senior Vice President Senior Vice President Robert S. Ludwig SEI Funds, Inc. Vice President Senior Vice President, CIO SEI Investments Mutual Fund Services Vice President, Team Leader SEI Investments Fund Management Vice President, Team Leader Jack May SEI Investments Distribution Co. Senior Vice President Senior Vice President James V. Morris -- -- Senior Vice President, Managing Director Steve Onofrio -- -- Senior Vice President, Managing Director Kevin P. Robins SEI Investments Company Senior Vice President, General Senior Vice President Counsel, Assistant Secretary SEI Investments Distribution Co. Senior Vice President, General Counsel, Secretary SEI Inc. (Canada) Senior Vice President, General Counsel, Secretary SEI Trust Company Director, Senior Vice President, General Counsel, Assistant Secretary SEI Investments, Inc. Senior Vice President, General Counsel, Secretary
28
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ SEI Ventures, Inc. Senior Vice President, General Counsel, Secretary SEI Investments Developments, Inc. Senior Vice President, General Counsel, Secretary SEI Insurance Group, Inc. Senior Vice President, General Counsel SEI Funds, Inc. Senior Vice President, General Counsel, Secretary Rembrandt Financial Services Company Vice President, Assistant Secretary SEI Global Investments Corp. Senior Vice President, General Counsel, Secretary SEI Advanced Capital Senior Vice President, General Management, Inc. Counsel, Secretary SEI Global Capital Investments Inc. Senior Vice President, General Counsel, Secretary SEI Primus Holding Corp. Senior Vice President, General Counsel, Secretary CR Financial Services Company Senior Vice President, General Counsel, Secretary CR Capital Resources, Inc. Senior Vice President SEI Investments Mutual Fund Services Senior Vice President, General Counsel, Secretary SEI Global Holdings (Cayman) Inc. Director, General Counsel, Secretary Kenneth Zimmer -- -- Senior Vice President, Managing Director Robert Aller SEI Investments Distribution Company Vice President Vice President Timothy D. Barto SEI Investments Company Vice President, Assistant Secretary Vice President, Assistant Secretary SEI Investments Distribution Company Vice President, Assistant Secretary SEI Investments, Inc. Vice President, Assistant Secretary SEI Ventures, Inc. Vice President, Assistant Secretary
29
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ SEI Investments Developments, Inc. Vice President, Assistant Secretary SEI Funds, Inc. Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary SEI Advanced Capital Vice President, Assistant Secretary Management, Inc. SEI Global Capital Vice President, Assistant Secretary Investments, Inc. SEI Primus Holding Corp. Vice President, Assistant Secretary SEI Investments Mutual Fund Services Vice President, Assistant Secretary SEI Investments Fund Management Vice President, Assistant Secretary Jay Brown -- -- Vice President Todd Cipperman SEI Investments Company Vice President, Assistant Secretary Senior Vice President, General Counsel & Secretary SEI Investments Distribution Co. Vice President, Assistant Secretary SEI Trust Company Vice President, Assistant Secretary SEI Investments, Inc. Vice President, Assistant Secretary SEI Ventures, Inc. Vice President, Assistant Secretary SEI Developments, Inc. Vice President, Assistant Secretary SEI Funds, Inc. Vice President, Assistant Secretary Rembrandt Financial Services Company Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary SEI Advanced Capital Director, Vice President, Assistant Management, Inc. Secretary
30
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ SEI Investments Global (Cayman), Director, Vice President, Assistant Limited Secretary SEI Global Capital Vice President, Assistant Secretary Investments, Inc. SEI Investments Global, Limited Director SEI Primus Holding Corp. Vice President, Assistant Secretary SEI Investments Mutual Fund Services Vice President, Assistant Secretary SEI Investments Fund Management Vice President, Assistant Secretary SEI Global Holdings (Cayman) Inc. Director, Vice President, Assistant Secretary SEI Investments (Europe) Ltd. Director S. Courtney E. Collier SEI Investments Distribution Co. Vice President, Assistant Secretary Vice President, Assistant Secretary SEI Trust Company Vice President, Assistant Secretary SEI Investments, Inc. Vice President, Assistant Secretary SEI Ventures, Inc. Vice President, Assistant Secretary SEI Investments Developments, Inc. Vice President, Assistant Secretary SEI Funds, Inc. Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary SEI Advanced Capital Vice President, Assistant Secretary Management, Inc. SEI Global Capital Vice President, Assistant Secretary Investments, Inc. SEI Primus Holding Corp. Vice President, Assistant Secretary SEI Investments Mutual Fund Services Vice President, Assistant Secretary SEI Investments Fund Management Vice President, Assistant Secretary
31
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Robert Crudup SEI Investments Distribution Company Vice President, Managing Director Vice President, Managing Director SEI Investments Mutual Fund Services Vice President, Managing Director SEI Investments Fund Management Vice President, Managing Director Richard A. Deak SEI Investments Company Vice President, Assistant Secretary Vice President, Assistant Secretary SEI Investments Distribution Company Vice President, Assistant Secretary SEI Trust Company Vice President, Assistant Secretary SEI Investments, Inc. Vice President, Assistant Secretary SEI Ventures, Inc. Vice President, Assistant Secretary SEI Investments Developments, Inc. Vice President, Assistant Secretary SEI Funds, Inc. Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary SEI Advanced Capital Vice President, Assistant Secretary Management, Inc. SEI Global Capital Vice President, Assistant Secretary Investments, Inc. SEI Primus Holding Corp. Vice President, Assistant Secretary SEI Investments Mutual Fund Services Vice President, Assistant Secretary SEI Investments Fund Management Vice President, Assistant Secretary Melissa Doran Rayer -- -- Vice President Michael Farrell -- -- Vice President
32
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ James R. Foggo SEI Investments Company Vice President, Assistant Secretary Vice President, Assistant Secretary SEI Investments Distribution Company Vice President, Assistant Secretary SEI Trust Company Vice President, Assistant Secretary SEI Investments, Inc. Vice President, Assistant Secretary SEI Ventures, Inc. Vice President, Assistant Secretary SEI Investments Developments, Inc. Vice President, Assistant Secretary SEI Funds, Inc. Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary SEI Advanced Capital Management Inc. Vice President, Assistant Secretary SEI Global Capital Vice President, Assistant Secretary Investments, Inc. SEI Primus Holding Corp. Vice President, Assistant Secretary SEI Investments Mutual Fund Services Vice President, Assistant Secretary SEI Investments Fund Management Vice President, Assistant Secretary Vic Galef SEI Investments Distribution Company Vice President, Managing Director Vice President, Managing Director SEI Investments Mutual Fund Services Vice President, Managing Director SEI Investments Fund Management Vice President, Managing Director Lydia A. Gavalis SEI Investments Company Vice President, Assistant Secretary Vice President, Assistant Secretary SEI Investments Distribution Company Vice President, Assistant Secretary
33
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ SEI Trust Company Vice President, Assistant Secretary SEI Investments, Inc. Vice President, Assistant Secretary SEI Ventures, Inc. Vice President, Assistant Secretary SEI Investments Developments, Inc. Vice President, Assistant Secretary SEI Funds, Inc. Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary SEI Advanced Capital Vice President, Assistant Secretary Management, Inc. SEI Global Capital Vice President, Assistant Secretary Investments, Inc. SEI Primus Holding Corp. Vice President, Assistant Secretary SEI Investments Mutual Fund Services Vice President, Assistant Secretary SEI Investments Fund Management Vice President, Assistant Secretary Greg Gettinger SEI Investments Company Vice President Vice President SEI Investments Distribution Company Vice President SEI Trust Company Vice President SEI Investments, Inc. Vice President SEI Ventures, Inc. Vice President SEI Investments Developments, Inc. Vice President SEI Funds, Inc. Vice President SEI Global Investments Corp. Vice President SEI Advanced Capital Vice President Management, Inc. SEI Global Capital Vice President Investments, Inc. SEI Primus Holding Corp. Vice President
34
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ SEI Investments Mutual Fund Services Vice President SEI Investments Fund Management Vice President Susan R. Hartley -- -- Vice President Kathy Heilig SEI Inc. (Canada) Vice President, Treasurer Vice President, Treasurer SEI Investments Company Vice President, Treasurer, Chief Accounting Officer SEI Investments Distribution Company Vice President SEI Trust Company Vice President, Treasurer SEI Ventures, Inc Vice President, Treasurer SEI Insurance Group, Inc. Vice President, Treasurer SEI Realty Capital Corporation Vice President, Treasurer Rembrandt Financial Services Company Vice President, Treasurer SEI Global Investments Corp. Director, Vice President, Treasurer SEI Advanced Capital Director, Vice President, Treasurer Management, Inc. SEI Investments Global (Cayman), Vice President, Treasurer Limited CR Capital Resources, Inc. Vice President, Treasurer SEI Investments Mutual Fund Services Vice President, Treasurer SEI Investments Fund Management Vice President, Treasurer SEI Global Holdings (Cayman) Inc. Vice President, Treasurer Kim Kirk SEI Investments Distribution Company Vice President, Managing Director Vice President, Managing Director SEI Investments-Global Fund Services Director Limited SEI Investments Mutual Fund Services Vice President, Managing Director
35
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ SEI Investments Fund Management Vice President, Managing Director John Krzeminski SEI Investments Distribution Company Vice President, Managing Director Vice President, Managing Director SEI Investments Mutual Fund Services Vice President, Managing Director SEI Investments Fund Management Vice President, Managing Director Vicki Malloy SEI Investments Mutual Fund Services Vice President, Team Leader Vice President, Managing Director SEI Investments Fund Management Vice President, Team Leader Christine M. McCullough SEI Investments Company Vice President, Assistant Secretary Vice President, Assistant Secretary SEI Investments Distribution Company Vice President, Assistant Secretary SEI Investments, Inc. Vice President, Assistant Secretary SEI Ventures, Inc. Vice President, Assistant Secretary SEI Investments Developments, Inc. Vice President, Assistant Secretary SEI Funds, Inc. Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary SEI Advanced Capital Vice President, Assistant Secretary Management, Inc. SEI Global Capital Vice President, Assistant Secretary Investments, Inc. SEI Primus Holding Corp. Vice President, Assistant Secretary SEI Investments Mutual Fund Services Vice President, Assistant Secretary SEI Investments Fund Management Vice President, Assistant Secretary
36
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Carolyn McLaurin SEI Investments Distribution Company Vice President, Managing Director Vice President, Managing Director SEI Investments Mutual Fund Services Vice President, Managing Director SEI Investments Fund Management Vice President, Managing Director Mary Jean Melair -- -- Vice President Roger Messina -- -- Vice President Cynthia M. Parish SEI Investments Company Vice President, Assistant Secretary Vice President, Assistant Secretary SEI Investments Distribution Company Vice President, Assistant Secretary SEI Trust Company Vice President, Assistant Secretary SEI Investments, Inc. Vice President, Assistant Secretary SEI Ventures, Inc. Vice President, Assistant Secretary SEI Investments Developments, Inc. Vice President, Assistant Secretary SEI Funds, Inc. Vice President, Assistant Secretary Rembrandt Financial Services Company Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary SEI Advanced Capital Vice President, Assistant Secretary Management, Inc. SEI Global Capital Vice President, Assistant Secretary Investments, Inc. SEI Primus Holding Corp. Vice President, Assistant Secretary SEI Investments Mutual Fund Services Vice President, Assistant Secretary SEI Investments Fund Management Vice President, Assistant Secretary
37
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ SEI Global Holdings (Cayman) Inc. Vice President, Assistant Secretary SEI Investments (Europe) Ltd. Director Robert Prucnal -- -- Vice President Edward T. Searle SEI Investments Distribution Company Vice President, Assistant Secretary Vice President, Assistant Secretary SEI Investments, Inc. Vice President, Assistant Secretary SEI Ventures, Inc. Vice President, Assistant Secretary SEI Investments Developments, Inc. Vice President, Assistant Secretary SEI Funds, Inc. Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary SEI Advanced Capital Vice President, Assistant Secretary Management, Inc. SEI Global Capital Vice President, Assistant Secretary Investments, Inc. SEI Primus Holding Corp. Vice President, Assistant Secretary SEI Investments Mutual Fund Services Vice President, Assistant Secretary SEI Investments Fund Management Vice President, Assistant Secretary Daniel Spaventa SEI Investments Distribution Company Vice President Vice President Kathryn L. Stanton SEI Investments Company Vice President Vice President SEI Investments Distribution Co. Vice President CR Financial Services Company Secretary, Treasurer CR Capital Resource, Inc. Secretary SEI Investments Mutual Fund Services Vice President
38
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ SEI Investments Fund Management Vice President Lynda J. Striegel SEI Investments Company Vice President, Assistant Secretary Vice President, Assistant Secretary SEI Investments Distribution Company Vice President, Assistant Secretary SEI Investments, Inc. Vice President, Assistant Secretary SEI Trust Company Vice President, Assistant Secretary SEI Ventures, Inc. Vice President, Assistant Secretary SEI Investments Developments, Inc. Vice President, Assistant Secretary SEI Funds, Inc. Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary SEI Advanced Capital Vice President, Assistant Secretary Management, Inc. SEI Global Capital Vice President, Assistant Secretary Investments, Inc. SEI Primus Holding Corp. Vice President, Assistant Secretary SEI Investments Mutual Fund Services Vice President, Assistant Secretary SEI Investments Fund Management Vice President, Assistant Secretary Mary Vogan -- -- Vice President Raymond B. Webster -- -- Vice President Susan R. West -- -- Vice President, Managing Director Lori L. White SEI Investments Distribution Co. Vice President, Assistant Secretary Vice President, Assistant Secretary
39
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ SEI Trust Company Vice President, Assistant Secretary SEI Investments, Inc. Vice President, Assistant Secretary SEI Ventures, Inc. Vice President, Assistant Secretary SEI Investments Developments, Inc. Vice President, Assistant Secretary SEI Funds, Inc. Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary SEI Advanced Capital Vice President, Assistant Secretary Management, Inc. SEI Global Capital Vice President, Assistant Secretary Investments, Inc. SEI Primus Holding Corp. Vice President, Assistant Secretary SEI Investments Mutual Fund Services Vice President, Assistant Secretary SEI Investments Fund Management Vice President, Assistant Secretary Mark S. Wilson -- -- Vice President Wayne M. Withrow SEI Investments Distribution Co. Vice President, Managing Director Vice President, Managing Director SEI Investments Mutual Fund Services Vice President, Managing Director SEI Investments Fund Management Vice President, Managing Director
SG PACIFIC ASSET MANAGEMENT, INC. SG Pacific Asset Management, Inc. ("SG Pacific") is a sub-adviser for the Registrant's International Equity and Emerging Markets Equity Fund. The principal business address of SG Pacific is 30 Wall Street, 8th Floor, New York, New York 10005. SG Pacific is an investment adviser registered under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Masatada Honmura SG Yamaichi Asset Management President Director
40
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Yoichi Kataoka SG Yamaichi Asset Management Managing Director President, Director
SGY ASSET MANAGEMENT (SINGAPORE) LIMITED SGY Asset Management (Singapore) Limited ("SGY") is a sub-adviser for the Registrant's International Equity and Emerging Markets Equity Fund. The principal address of SGY is 138 Robinson Road #13-01/05, Hong Leong Center, Singapore, 068906. SGY is an investment adviser registered under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Marco Sau Kwan Wong -- -- Director, CIO Winson Kwan Ming Fong -- -- Senior Portfolio Manager Laurent Michel Bertiau Societe Generale Asset Management Director, CEO Managing Director, CEO (Asia) Ltd., Singapore Akio Mizuta -- -- Director, COO Phillippe Collas -- -- Director Tokuo Ukon -- -- Director Christian D'Allost Director
SG YAMAICHI ASSET MANAGEMENT CO., LTD. SG Yamaichi Asset Management Co., Ltd. ("SG Yamaichi") is a sub-adviser for the Registrant's International Equity Fund. The principal business address of SG Yamaichi is 5-1. Nihombashi Kabutocho, Chuo-ku, Tokyo 103, Japan. SG Yamaichi is an investment adviser registered under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Masatada Honmura SG Pacific Asset Management Director President Katsumi Deguchi -- -- Executive Vice President Michel Fromaget -- -- Executive Vice President Masami Fukuoka -- -- Auditor Naoshi Saito -- -- Managing Director
41
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Shigeharu Shiraishi -- -- Managing Director Teijiro Yamada -- -- Auditor Yoichi Kataoka SG Pacific Asset Management President, Director Managing Director Christian D'Allost Societe Generale Asset Management Head of International Network Director SGY Asset Management (Singapore) Director Limited Tomoko Sasahara -- -- Auditor Tukuo Ukon SGY Asset Management (Singapore) Director Executive Vice President Limited Takeo Igeta -- -- Compliance Officer Bruno Leroy -- -- Executive Officer Hisatoshi Okawa -- -- Executive Officer Akifumi Ohsawa -- -- Executive Officer Osamu Sadasue -- -- Executive Officer Minoru Matsuno -- -- Executive Officer Hiroyoshi Nakagawa -- -- Investment Officer Kazuyuki Kawarazaki -- -- Investment Officer
STRATEGIC FIXED INCOME, L.L.C. Strategic Fixed Income, L.L.C. ("Strategic") is the adviser for the Registrant's International Fixed Income Fund. The principal business address of Strategic is 1001 Nineteenth Street North, 16th Floor, Arlington, Virginia 22209. Strategic is an investment adviser registered under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Gobi Investment, Inc. -- -- Manager
42
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Strategic Investment Management -- -- (SIM) Member Kenneth A. Windheim -- -- President, Treasurer, CIO, CEO Patricia M. Arcoleo -- -- Vice President, Secretary, COO
Item 27. PRINCIPAL UNDERWRITERS: (a) Furnish the name of each investment company (other than the Registrant) for which each principal underwriter currently distributing the securities of the Registrant also acts as a principal underwriter, distributor or investment adviser. Registrant's distributor, SEI Investments Distribution Co. (the "Distributor"), acts as distributor for: SEI Daily Income Trust July 15, 1982 SEI Liquid Asset Trust November 29, 1982 SEI Tax Exempt Trust December 3, 1982 SEI Index Funds July 10, 1985 SEI Institutional Managed Trust January 22, 1987 The Advisors' Inner Circle Fund November 14, 1991 The Pillar Funds February 28, 1992 CUFUND May 1, 1992 STI Classic Funds May 29, 1992 First American Funds, Inc. November 1, 1992 First American Investment Funds, Inc. November 1, 1992 The Arbor Fund January 28, 1993 Boston 1784 Funds-Registered Trademark- June 1, 1993 The PBHG Funds, Inc. July 16, 1993 The Achievement Funds Trust December 27, 1994 Bishop Street Funds January 27, 1995 STI Classic Variable Trust August 18, 1995 ARK Funds November 1, 1995 Huntington Funds January 11, 1996 SEI Asset Allocation Trust April 1, 1996 TIP Funds April 28, 1996 SEI Institutional Investments Trust June 14, 1996 First American Strategy Funds, Inc. October 1, 1996 HighMark Funds February 15, 1997 Armada Funds March 8, 1997 PBHG Insurance Series Fund, Inc. April 1, 1997 The Expedition Funds June 9, 1997 Alpha Select Funds January 1, 1998 Oak Associates Funds February 27, 1998 The Nevis Fund, Inc. June 29, 1998 The Parkstone Group of Funds September 14, 1998 CNI Charter Funds April 1, 1999 Armada Advantage Fund May 1, 1999
43 Amerindo Funds, Inc. July 13, 1999 Huntington VA Fund October 15, 1999 Friends Ivory Funds December 16, 1999 SEI Insurance Products Trust March 29, 2000
The Distributor provides numerous financial services to investment managers, pension plan sponsors, and bank trust departments. These services include portfolio evaluation, performance measurement and consulting services ("Funds Evaluation") and automated execution, clearing and settlement of securities transactions ("MarketLink"). (b) Furnish the information required by the following table with respect to each director, officer or partner of each principal underwriter named in the answer to Item 21 of Part B. Unless otherwise noted, the business address of each director or officer is Oaks, PA 19456.
POSITION AND OFFICE POSITIONS AND OFFICES NAME WITH UNDERWRITER WITH REGISTRANT - ------------------------- ------------------------------------------- --------------------- Alfred P. West, Jr. Director, Chairman of the Board of -- Directors Richard B. Lieb Director, Executive Vice President -- Carmen V. Romeo Director -- Mark J. Held President & Chief Operating Officer -- Gilbert L. Beebower Executive Vice President -- Dennis J. McGonigle Executive Vice President -- Robert M. Silvestri Chief Financial Officer & Treasurer -- Leo J. Dolan, Jr. Senior Vice President -- Carl A. Guarino Senior Vice President -- Jack May Senior Vice President -- Hartland J. McKeown Senior Vice President -- Kevin P. Robins Senior Vice President -- Patrick K. Walsh Senior Vice President -- Todd Cipperman Senior Vice President & General Counsel Vice President Wayne M. Withrow Senior Vice President Robert Aller Vice President -- Timothy B. Barto Vice President & Assistant Secretary -- S. Courtney E. Collier Vice President & Assistant Secretary -- Robert Crudup Vice President & Managing Director -- Richard A. Deak Vice President & Assistant Secretary -- Barbara Doyne Vice President -- Jeff Drennen Vice President -- James R. Foggo Vice President & Assistant Secretary -- Vic Galef Vice President & Managing Director -- Lydia A. Gavalis Vice President & Assistant Secretary -- Greg Gettinger Vice President & Assistant Secretary -- Kathy Heilig Vice President --
44
POSITION AND OFFICE POSITIONS AND OFFICES NAME WITH UNDERWRITER WITH REGISTRANT - ------------------------- ------------------------------------------- --------------------- Jeff Jacobs Vice President -- Samuel King Vice President -- Kim Kirk Vice President & Managing Director -- John Krzeminski Vice President & Managing Director -- Christine M. McCullough Vice President & Assistant Secretary -- Carolyn McLaurin Vice President & Managing Director -- W. Kelso Morrill Vice President -- Mark Nagle Vice President Controller and Chief Financial Officer Joanne Nelson Vice President -- Cynthia M. Parrish Vice President & Assistant Secretary -- Rob Redican Vice President -- Maria Rinehart Vice President -- Steve Smith Vice President -- Daniel Spaventa Vice President -- Kathryn L. Stanton Vice President -- Lynda J. Striegel Vice President & Assistant Secretary -- Lori L. White Vice President & Assistant Secretary --
Item 28. LOCATION OF ACCOUNTS AND RECORDS: Books or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules promulgated thereunder, are maintained as follows: (a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3); (6); (8); (12); and 31a-1(d), the required books and records are maintained at the offices of the Portfolios' Custodian: State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110 (b)/(c) With respect to Rules 31a-1(a); 31a-1(b)(1), (4); (2)(C) and (D); (4); (5); (6); (8); (9); (10); (11); and 31a-1(f), the required books and records are maintained at the offices of Registrant's Manager: SEI Investments Fund Management Oaks, PA 19456 (d) With respect to Rules 31a-(b)(5); (6), (9) and (10) and 31a-1(f), the required books and records are maintained at the offices of Registrant's Advisers: SEI Investments Management Corporation Oaks, PA 19456 Acadian Asset Management, Inc Two International Place, 26th Floor Boston, MA 02110 45 BlackRock International, Ltd. 7 Castle Street Edinburgh, EH23AM Scotland, U.K. Capital Guardian Trust Company 630 5th Avenue, 36th Floor New York, NY 10111 Coronation Asset Management (Proprietary) Limited Boundary Terraces 1 Meriendahl Lane Newlands, South Africa 7700 Credit Suisse Asset Management Limited Beaufort House 15 St. Botolph Street London, EC3A 7JJ Morgan Stanley Dean Witter Investment Management 1221 Avenue of the Americas New York, NY 10020 Nicholas-Applegate Capital Management 600 West Broadway, Suite 2900 San Diego, CA 92101 Oechsle International Advisors LLC One International Place, 23rd Floor Boston, Massachusetts 02110 Salomon Brothers Asset Management Inc 7 World Trade Center, Floor 38 New York, New York 10048 Schroder Investment Management North America Inc. 1301 Avenue of the Americas New York, NY 10019 SG Pacific Asset Management, Inc., SGY Asset Management (Singapore) Limited, SG Yamaichi Asset Management Co., Ltd. 30 Wall Street, 8th Floor Suite 9828 New York, New York 10005 Strategic Fixed Income, L.L.C. 1001 Nineteenth Street North, Suite 1720 Arlington, VA 22209 Item 29. MANAGEMENT SERVICES: None. Item 30. UNDERTAKINGS: None 46 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(a) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 30 to Registration Statement No. 33-22821 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oaks, Commonwealth of Pennsylvania on the 30th day of June, 2000. SEI INSTITUTIONAL INTERNATIONAL TRUST By /s/ EDWARD D. LOUGHLIN ----------------------------------------- Edward D. Loughlin President & Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacity on the date(s) indicated. * ------------------------------------------- Trustee June 30, 2000 Rosemarie B. Greco * ------------------------------------------- Trustee June 30, 2000 William M. Doran * ------------------------------------------- Trustee June 30, 2000 F. Wendell Gooch * ------------------------------------------- Trustee June 30, 2000 George J. Sullivan, Jr. * ------------------------------------------- Trustee June 30, 2000 James M. Storey * ------------------------------------------- Trustee June 30, 2000 Robert A. Nesher /s/ EDWARD D. LOUGHLIN ------------------------------------------- President & Chief June 30, 2000 Edward D. Loughlin Executive Officer /s/ MARK E. NAGLE ------------------------------------------- Controller & Chief June 30, 2000 Mark E. Nagle Financial Officer
*By /s/ EDWARD D. LOUGHLIN -------------------------------------- Edward D. Loughlin ATTORNEY-IN-FACT
47 EXHIBIT INDEX
EXHIBITS: ------------------- EX-99.B(a) Agreement and Declaration of Trust dated June 28, 1988 as originally filed with Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the Securities and Exchange Commission ("SEC") on June 30, 1988, is incorporated herein by reference to Exhibit 1 of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. EX-99.B(b)(1) By-Laws as originally filed with Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on June 30, 1988, are incorporated herein by reference to Exhibit 2 of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. EX-99.B(b)(2) Amended By-Laws are incorporated herein by reference to Exhibit 2(a) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. EX-99.B(c) Not Applicable EX-99.B(d)(1) Investment Advisory Agreement between Registrant and Brinson Partners, Inc. dated June 5, 1991 as originally filed as Exhibit (5)(b) to Post-Effective Amendment No. 6 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on May 16, 1991, is incorporated herein by reference to Exhibit 5(a) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. EX-99.B(d)(2) Investment Advisory Agreement between Registrant and Strategic Fixed Income, L.L.C. dated June 15, 1993 as originally filed as Exhibit (5)(c) to Post-Effective Amendment No. 9 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on March 31, 1993, is incorporated herein by reference to Exhibit 5(b) of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. EX-99.B(d)(3) Investment Advisory Agreement between Registrant and Morgan Grenfell Investment Services Ltd. dated April 25, 1994 as originally filed as Exhibit (5)(e) to Post-Effective Amendment No. 16 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on May 2, 1994, is incorporated herein by reference to Exhibit 5(c) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. EX-99.B(d)(4) Investment Advisory Agreement between Registrant and Schroder Capital Management International Limited dated April 25, 1994 as originally filed as Exhibit (5)(f) to Post-Effective Amendment No. 16 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on May 2, 1994, is incorporated herein by reference to Exhibit 5(d) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997.
EXHIBITS: ------------------- EX-99.B(d)(5) Investment Advisory Agreement between Registrant and SEI Investments Management Corporation ("SIMC") dated December 16, 1994 incorporated herein by reference to Exhibit 5(e) of Post-Effective Amendment No. 25 and to Exhibit (5)(g) of Post-Effective Amendment No. 19 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 28, 1995. EX-99.B(d)(6) Investment Advisory Agreement between Registrant and Strategic Fixed Income, L.L.C. dated April 25, 1994, previously filed as Exhibit (5)(h) to Post-Effective Amendment No. 19 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 28, 1995, is incorporated herein by reference to Exhibit 5(f) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. EX-99.B(d)(7) Investment Sub-Advisory Agreement between Registrant and Morgan Grenfell Investment Services Ltd. dated March 25, 1996, previously filed as Exhibit (5)(i) to Post-Effective Amendment No. 19 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 28, 1995, is incorporated herein by reference to Exhibit 5(g) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. EX-99.B(d)(8) Investment Sub-Advisory Agreement between Registrant and Schroder Capital Management International Limited dated December 14, 1995, previously filed as Exhibit (5) (j) to Post-Effective Amendment No. 19 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 28, 1995, is incorporated herein by reference to Exhibit 5(h) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. EX-99.B(d)(9) Investment Sub-Advisory Agreement between Registrant and Montgomery Asset Management, LLC dated December 21, 1994 incorporated herein by reference to Exhibit 5(i) of Post-Effective Amendment No. 25 and to Exhibit (5)(k) of Post-Effective Amendment No. 19 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 28, 1995. EX-99.B(d)(10) Investment Sub-Advisory Agreement between Registrant and Acadian Asset Management, Inc. dated December 16, 1994 incorporated herein by reference to Exhibit 5(j) of Post-Effective Amendment No. 25 and to Exhibit (5)(l) of Post-Effective Amendment No. 19 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 28, 1995. EX-99.B(d)(11) Investment Sub-Advisory Agreement between Registrant and WorldInvest Limited dated December 16, 1994 incorporated herein by reference to Exhibit 5(k) of Post-Effective Amendment No. 25 and to Exhibit (5)(m) of Post-Effective Amendment No. 19 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 28, 1995.
EXHIBITS: ------------------- EX-99.B(d)(12) Investment Sub-Advisory Agreement between SIMC and Schroder Capital Management International Limited incorporated herein by reference as to Exhibit 5(l) of Post-Effective Amendment No. 25 and to Exhibit (5)(n) of Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 25, 1996. EX-99.B(d)(13) Investment Sub-Advisory Agreement between SIMC and Morgan Grenfell Investment Services Limited incorporated herein by reference to Exhibit 5(m) of Post-Effective Amendment No. 25 and to Exhibit (5)(o) of Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 25, 1996. EX-99.B(d)(14) Investment Sub-Advisory Agreement between SIMC and Coronation Asset Management (Proprietary) Limited dated September 30, 1996 is incorporated herein by reference to Exhibit 5(n) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. EX-99.B(d)(15) Investment Sub-Advisory Agreement between SIMC and Parametric Portfolio Associates dated September 11, 1996 is incorporated herein by reference to Exhibit 5(o) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. EX-99.B(d)(16) Investment Sub-Advisory Agreement between SIMC and Farrell Wako Global Investment Management, Inc. dated June 14, 1996 is incorporated herein by reference to Exhibit 5(p) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. EX-99.B(d)(17) Investment Sub-Advisory Agreement between SIMC and Lazard London International Investment Management Limited dated December 30, 1996 is incorporated herein by reference to Exhibit 5(q) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. EX-99.B(d)(18) Investment Sub-Advisory Agreement between SIMC and Seligman Henderson Co. dated June 14, 1996 is incorporated herein by reference to Exhibit 5(r) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. EX-99.B(d)(19) Investment Sub-Advisory Agreement between SIMC and SG Pacific Asset Management, Inc. and SGY Asset Management (Singapore) Limited (formerly, "Yamaichi Capital Management/Yamaichi Capital Management (Singapore) Limited") dated June 14, 1996 is incorporated herein by reference to Exhibit 5(s) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. EX-99.B(d)(20) Investment Advisory Agreement between Registrant and Acadian Asset Management, Inc. dated November 7, 1994 is incorporated herein by reference to Exhibit 5(t) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997.
EXHIBITS: ------------------- EX-99.B(d)(21) Investment Advisory Agreement between Registrant and WorldInvest Limited dated November 7, 1994 is incorporated herein by reference to Exhibit 5(u) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. EX-99.B(d)(22) Investment Sub-Advisory Agreement between SIMC and Credit Suisse Asset Management dated December 15, 1997 incorporated by reference to Exhibit 5(v) of Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on June 29, 1998. EX-99.B(d)(23) Investment Sub-Advisory Agreement between SIMC and Montgomery Asset Management, LLC dated July 31, 1997 incorporated by reference to Exhibit 5(w) of Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on June 29, 1998. EX-99.B(d)(24) Investment Sub-Advisory Agreement between SIMC and Capital Guardian Trust Company dated June 29, 1998 is incorporated by reference to Exhibit (d)(24) of Post-Effective Amendment No. 26 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on November 25, 1998. EX-99.B(d)(25) Investment Sub-Advisory Agreement between SIMC and Scottish Widows Investment Limited dated March 23, 1998 incorporated by reference to Exhibit 5(y) of Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on June 29, 1998. EX-99.B(d)(26) Investment Sub-Advisory Agreement between SIMC and SG Pacific Asset Management, Inc., SG Yamaichi Asset Management Co., Ltd. and SGY Asset Management (Singapore) Limited, dated March 23, 1998, is incorporated by reference to Exhibit (d)(26) of Post-Effective Amendment No. 26 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on November 25, 1998. EX-99.B(d)(27) Investment Sub-Advisory Agreement between SIMC and SG Pacific Asset Management, Inc. and SGY Asset Management Ltd. dated March 23, 1998, is incorporated by reference to Exhibit (d)(27) of Post-Effective Amendment No. 26 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on November 25, 1998. EX-99.B(d)(28) Investment Sub-Advisory Agreement between SIMC and Morgan Stanley Asset Management, Inc. dated September 15, 1998, is incorporated by reference to Exhibit (d)(28) of Post-Effective Amendment No. 26 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on November 25, 1998. EX-99.B(d)(29) Investment Sub-Advisory Agreement between SIMC and Nicholas Applegate Capital Management dated September 10, 1998, is incorporated by reference to Exhibit (d)(29) of Post-Effective Amendment No. 26 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on November 25, 1998.
EXHIBITS: ------------------- EX-99.B(d)(30) Investment Sub-Advisory Agreement between SIMC and Coronation Asset Management (Proprietary) Limited dated December 1, 1998 is incorporated by reference to Exhibit (d)(30) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on January 27, 2000. EX-99.B(d)(31) Investment Sub-Advisory Agreement between SIMC and Salomon Brothers Asset Management dated March 31, 1997 is incorporated by reference to Exhibit (d)(31) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on January 27, 2000. EX-99.B(d)(32) Investment Sub-Advisory Agreement between SIMC and BlackRock International, Ltd. dated December 13, 1999 is incorporated by reference to Exhibit (d)(32) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on January 27, 2000. EX-99.B(d)(33) Investment Sub-Advisory Agreement between SIMC and Oechsle International Advisors, LLC dated June 22, 1999 is incorporated by reference to Exhibit (d)(33) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on January 27, 2000. EX-99.B(d)(34) Schedule B to the Advisory Agreement between Registrant and Strategic Fixed Income, L.L.C. dated December 13, 1999 is incorporated by reference to Exhibit (d)(34) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on January 27, 2000. EX-99.B(d)(35) Investment Sub-Advisory Agreement between SIMC and Schroder Investment Management North America Inc. is filed herewith. EX-99.B(e) Distribution Agreement between Registrant and SEI Investments Distribution Co. as originally filed with Pre-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on August 30, 1988, is incorporated herein by reference to Exhibit 6 of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. EX-99.B(f) Not Applicable EX-99.B(g)(1) Custodian Agreement between Registrant and State Street Bank and Trust Company as originally filed as Exhibit (8) to Post-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on September 16, 1988, is incorporated herein by reference to Exhibit 8(a) of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. EX-99.B(g)(2) Custodian Agreement between Registrant and The Chase Manhattan Bank, N.A. as originally filed as Exhibit (8)(c) to Post-Effective Amendment No. 9 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on March 31, 1993, is incorporated herein by reference to Exhibit 8(b) of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. EX-99.B(h)(1) Management Agreement between Registrant and SIMC as originally filed as Exhibit (5)(a) to Pre-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on August 30, 1988, is incorporated herein by reference to Exhibit 9(a) of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997.
EXHIBITS: ------------------- EX-99.B(h)(2) Schedule C to Management Agreement between Registrant and SIMC adding the International Fixed Income Portfolio as originally filed as Exhibit (5)(d) to Post-Effective Amendment No. 10 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on June 28, 1993, is incorporated herein by reference to Exhibit 9(b) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. EX-99.B(h)(3) Consent to Assignment and Assumption Agreement between SIMC and SEI Fund Management dated May 31, 1996 is incorporated herein by reference to Exhibit 9(c) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. EX-99.B(h)(4) Amended and Restated Distribution Plan is incorporated herein by reference to Post-Effective Amendment No. 22 to Exhibit 15(d) of Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. EX-99.B(h)(5) Form of Shareholder Service Plan and Agreement with respect to Class I shares filed herewith. EX-99.B(h)(6) Form of Administrator Services Plan and Agreement with respect to Class I shares filed herewith. EX-99.B(i) Opinion and Consent of Counsel is incorporated by reference to Exhibit (I) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File No. 033-22821) filed with the SEC on January 27, 2000. EX-99.B(j) Consent of Independent Public Accountants is filed herewith. EX-99.B(k) Not Applicable EX-99.B(l) Not Applicable EX-99.B(m)(1) Distribution Plan (Class D) as originally filed with Post-Effective Amendment No. 10 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on June 28, 1993, is incorporated herein by reference to Exhibit 15(a) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. EX-99.B(m)(2) Distribution Plan (Core International Equity Portfolio Class A) as originally filed with Post-Effective Amendment No. 11 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on June 29, 1993, is incorporated herein by reference to Exhibit 15(b) of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. EX-99.B(m)(3) Distribution Plan (International Fixed Income Portfolio) as originally filed with Post-Effective Amendment No. 11 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on June 29, 1993, is incorporated herein by reference to Exhibit 15(c) of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. EX-99.B(m)(5) Shareholder Service Plan and Agreement with respect to the Class A shares is incorporated herein by reference to Exhibit 15(e) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. EX-99.B(n) Not Applicable
EXHIBITS: ------------------- EX-99.B(o)(1) Rule 18f-3 Multiple Class Plan as originally filed as Exhibit (15)(d) to Registrant's Registration Statement on Form N-14 (File No. 33-65361), filed with the SEC on December 22, 1995, is incorporated herein by reference to Exhibit 18(a) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. EX-99.B(o)(2) Amendment No. 1 to Rule 18f-3 Plan relating to Class A and Class D shares is incorporated herein by reference to Exhibit 18(b) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. EX-99.B(o)(3) Amendment No. 2 to Rule 18f-3 Plan relating to Class I shares is filed herewith. EX-99B(p)(1) The Code of Ethics for SEI Investments Company dated April, 2000 is incorporated by reference to Exhibit (p)(4) of Post-Effective Amendment No. 42 of SEI Daily Income Trust's Registration Statement on Form N-1A (File Nos. 2-77048 and 811-3451), filed with the SEC on May 30, 2000 (Accession #0000912057-00-026756). EX-99B(p)(2) The Code of Ethics for SEI Institutional International Trust dated March 20, 2000 is filed herewith. EX-99B(p)(3) The Code of Ethics for Acadian Asset Management, Inc. is filed herewith. EX-99B(p)(4) The Code of Ethics for BlackRock International, Ltd. is filed herewith. EX-99B(p)(5) The Code of Ethics for Capital Guardian Trust Co. is filed herewith. EX-99B(p)(6) The Code of Ethics for Credit Suisse Asset Management Limited is filed herewith. EX-99B(p)(7) The Code of Ethics for Coronation Asset Management (Proprietary) Limited is filed herewith. EX-99B(p)(8) The Code of Ethics for Morgan Stanley Dean Witter Investment Management is filed herewith. EX-99B(p)(9) The Code of Ethics for Nicholas-Applegate Capital Management is filed herewith. EX-99B(p)(10) The Code of Ethics for Oechsle International Advisors LLC is filed herewith. EX-99B(p)(11) The Code of Ethics for Salomon Brothers Asset Management, Inc. is filed herewith. EX-99B(p)(12) The Code of Ethics for SG Pacific Asset Management, Inc./SGY Asset Management (Singapore Ltd./SG Yamaichi Asset Management Co., Ltd. is filed herewith. EX-99B(p)(13) The Code of Ethics for Strategic Fixed Income, LLC is filed herewith. EX-99B(p)(14) The Code of Ethics for Schroder Investment Management North America Inc. is filed herewith. EX-99.B(q) Powers of Attorney for Robert A. Nesher, William M. Doran, Mark E. Nagle, F. Wendell Gooch, Rosemarie B. Greco, George J. Sullivan, Jr., James M. Storey, and Edward Loughlin are incorporated by reference to Exhibit (q) of Post-Effective Amendment No. 42 to SEI Daily Income Trust's Registration Statement on Form N-1A (File Nos. 2-77048 and 811-3451) filed with the SEC on May 30, 2000 (Accession #0000912057-00-026756).
EX-99.B(D)(35) 2 ex-99_bd35.txt EXHIBIT 99.B(D)(35) INVESTMENT SUB-ADVISORY AGREEMENT SEI INSTITUTIONAL INTERNATIONAL TRUST AGREEMENT made as of this 4th day of April, 2000, between SEI Investments Management Corporation (the "Adviser") and Schroder Investment Management North America Inc., (the "Sub-Adviser"). WHEREAS, SEI Institutional International Trust, a Massachusetts business trust (the "Trust"), is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated December 16, 1994 (the "Advisory Agreement") with the Trust, pursuant to which the Adviser will act as investment adviser to the SEI VP Emerging Markets Equity Fund (the "Fund"), which is a series of the Trust; and WHEREAS, the Adviser, with the approval of the Trust, desires to retain the Sub-Adviser to provide investment advisory services to the Adviser in connection with the management of the Fund, and the Sub-Adviser is willing to render such investment advisory services. NOW, THEREFORE, the parties hereto agree as follows: 1. DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser and the Trust's Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it hereunder (the "Assets"), including the purchase, retention and disposition of the Assets, in accordance with the Fund's investment objectives, policies and restrictions as stated in Schedule A attached hereto and in the Fund's prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time and provided to the Sub-Adviser (referred to collectively as the "Prospectus"), and subject to the following: (a) The Sub-Adviser shall, in consultation with and subject to the direction of the Adviser, determine from time to time what Assets will be purchased, retained or sold by the Fund, and what portion of the Assets will be invested or held uninvested in cash. (b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Trust's Declaration of Trust (as defined herein) and the Prospectus and with the written instructions and directions of the Adviser and of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, and all other applicable federal and state laws and regulations, as each is amended from time to time. (c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund as provided in subparagraph (a) and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Fund's Registration 1 Statement (as defined herein) and Prospectus or as the Board of Trustees or the Adviser may direct in writing from time to time, in conformity with federal securities laws. In executing Fund transactions and selecting brokers or dealers, the Sub-Adviser will not be required to direct brokerage fees and will use its best efforts to seek on behalf of the Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Consistent with any guidelines established by the Board of Trustees of the Trust and provided to the Sub-Adviser, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or terms of the overall responsibilities of the Sub-Adviser to the Fund. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Trust's principal underwriter) to take into account the sale of shares of the Trust if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund's Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust's principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission ("SEC") and the 1940 Act. Notwithstanding any other provision in this Agreement and documents referenced therein, in the execution of transactions for the Fund, the Sub-Adviser is authorized to select any broker or dealer which in the Adviser's opinion is capable of properly executing the transaction or transactions then under consideration in a manner which is most beneficial to the Fund. (d) The Sub-Adviser shall maintain all books and records with respect to transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser shall provide to the Adviser or the Board of Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall keep the books and records relating to the Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records of the Fund required by Rule 31a-1 under the 2 1940 Act. The Sub-Adviser shall also furnish to the Adviser any other information relating to the Assets that is required to be filed by the Adviser or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC, and will make all filings required to be made by the Sub-Adviser under Section 13 of the Securities Act of 1933 and the related rules and forms. The Sub-Adviser agrees that all records that it maintains on behalf of the Fund are property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund's request; provided, however, that the Sub-Adviser may retain a copy of such records. In addition, for the duration of this Agreement, the Sub -Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser). (e) The Sub-Adviser shall provide the Fund's custodian on each business day with information relating to all transactions of such day concerning the Assets and shall provide the Adviser with such information upon request of the Adviser. (f) The investment management services provided by the Sub-Adviser under this Agreement are not to be deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not materially impair the services rendered to the Adviser or the Trust. The Adviser understands that the Sub-Adviser's affiliates offer a broad range of brokerage and investment banking services, that the employees of the Sub-Adviser and its affiliates may from time to time act as directors, officers, or employees of companies whose securities are publicly traded, and that as a result, such employees may acquire information of a confidential nature. The Adviser agrees that the Sub-Adviser may, but shall not be required to, render investment advice with respect to any such company, and that the Sub-Adviser may in its discretion withhold any such knowledge or information or refuse to advise with respect to such company, whether or not the Assets shall include securities of such company, if in the Sub-Adviser's judgment the disclosure of such knowledge or information or the rendering of investment advice on the basis thereof would be unfair, inequitable, a breach of any fiduciary obligation of the Sub- Adviser to some other person, or unlawful. For the same reasons, the Sub-Adviser may, in its discretion, exclude securities and other property from the Assets, and the Sub-Adviser shall not be required to give advice on securities and other property which it or its affiliates have distributed, are distributing or propose to distribute. (g) The Sub-Adviser shall promptly notify the Adviser of any financial condition it may incur that is likely to impair the Sub-Adviser's ability to fulfill its commitment under this Agreement. (h) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other parties providing services to the Fund to promptly forward proxies to the Sub-Adviser. 3 (i) Services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any of the Sub-Adviser's partners, officers or employees. 2. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the Sub-Adviser's performance of its duties under this Agreement; provided, however, that in connection with its management of the Assets, nothing herein shall be construed to relieve the Sub-Adviser of responsibility for compliance with the Trust's Declaration of Trust (as defined herein), the Prospectus, the written instructions and directions of the Board of Trustees of the Trust, the requirements of the 1940 Act, the Internal Revenue Code of 1986, and all other applicable federal and state laws and regulations, as each is amended from time to time. 3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with copies properly certified or authenticated of each of the following documents: (a) The Trust's Agreement and Declaration of Trust, as filed with the Secretary of State of the Commonwealth of Massachusetts (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the "Declaration of Trust"); (b) By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the "By-Laws"); (c) Current Prospectus(es) of the Fund with Amendments. 4. COMPENSATION TO THE SUB-ADVISER. For the services to be provided by the Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee at the rate specified in Schedule B which is attached hereto and made part of this Agreement. The fee will be calculated based on the average monthly market value of the Assets under the Sub-Adviser's management and will be paid to the Sub-Adviser monthly. 5. INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney's fees and other related expenses) howsoever directly arising from or in connection with any breach of this Agreement or negligence, willful default, fraud or bad faith of the Sub-Adviser in the performance of its duties hereunder or as otherwise may be required by law. 6. DURATION AND TERMINATION. This Agreement shall become effective upon its approval by the Trust's Board of Trustees and by the vote of a majority of the outstanding voting securities of the Fund; provided, however, that at any time the Adviser shall have obtained exemptive relief from the Securities and Exchange Commission permitting it to engage a Sub-Adviser without first obtaining approval of the Agreement from a majority of the 4 outstanding voting securities of the Fund(s) involved, the Agreement shall become effective upon its approval by the Trust's Board of Trustees. Any Sub-Adviser so selected and approved shall be without the protection accorded by shareholder approval of an investment adviser's receipt of compensation under Section 36(b) of the 1940 Act. This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to the Fund (a) by the Fund at any time, without the payment of any penalty, by the vote of a majority of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund, (b) by the Adviser at any time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the sub- Adviser, or (c) by the Sub-Adviser at any time, without the payment of any penalty, on 90 days' written notice to the Adviser. This Agreement shall terminate automatically and immediately in the event of its "assignment", or in the event of a termination of the Adviser's agreement with the Trust. As used in this Section 6, the terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder, subject to such exceptions as may be granted by the SEC under the 1940 Act. 7. GOVERNING LAW. This Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflict of law principles; provided, however, that nothing herein shall be construed as being inconsistent with the 1940 Act. 8. SEVERABILITY. Should any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. 9. NOTICE. Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party: To the Adviser at: SEI Investments Management Corporation One Freedom Valley Road Oaks, PA 19456 Attention: Legal Department To the Sub-Adviser at: Schroder Investment Management North America Inc. 31 Graham Street London EC2V7QA England Attn: David Ridgway Schroder Investment Management Limited 5 C/O 787 Seventh Avenue, 34th Floor New York, NY 10019-6091 Attention: Mark Bridgerow Notice shall be effective upon receipt. 10. NON-HIRE/NON-SOLICITATION. The parties hereby agree that so long as the Sub-Adviser provides services to the Adviser or the Trust and for a period of one year following the date on which the Sub-Adviser ceases to provide services to the Adviser and the Trust, neither party shall for any reason, directly or indirectly, on its own behalf or on behalf of others, hire or solicit any person employed by the other party, whether or not such person is a full-time employee or whether or not any person's employment is pursuant to a written agreement or is at-will. The parties further agree that, to the extent that a party breaches the covenant described in this paragraph, the other party shall be entitled to pursue all appropriate remedies in law or equity. 11. REPRESENTATIONS OF THE SUB-ADVISER. The Sub-Adviser represents that it is registered as an investment adviser under the Investment Advisers Act of 1940 and is regulated in the conduct of its investment business in the United Kingdom by the Investment Management Regulatory Organisation Limited ("IMRO"). The Sub-Adviser confirms that the Adviser is a Non-private Customer as defined by IMRO, and the Adviser confirms that it has taken independent legal advice on this Agreement. 12. LIABILITY OF THE SUB-ADVISER. (i) The Sub-Adviser shall not be liable for any loss or damage arising out of the performance of its duties hereunder unless such loss or damage arose out of or in connection with its breach of this Agreement or its negligence, willful default, bad faith, or fraud in the performance of its duties hereunder. (ii) As the Assets are held in the custody of State Street Bank and Trust Company, the Sub-Adviser shall have no responsibility or liability with respect to custody arrangements or the acts, omissions or other conduct of any custodian or sub-custodian of the Assets. (iii) The presence of any exculpatory language in this Agreement shall not be deemed by the Adviser, the Fund, the Sub-Adviser, any custodian or party appointed pursuant to this Agreement as in any way limiting causes of action and remedies which may, notwithstanding such language, be available either under common law or statutory law principles applicable to fiduciary relationships or under U.S. federal securities laws. 13. DISCLOSURE. The Adviser confirms that it has received, not less than 48 hours prior to signing this Agreement, Part II of Form ADV of the Sub-Adviser. 14. APPLICABLE LAW. This Agreement shall be construed in accordance with and governed by the laws of the State of New York without regard to its conflicts of laws or principles thereof. 15. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating 6 to this Agreement's subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. A copy of the Declaration of Trust is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders of the Fund or the Trust. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the day and year first written above. SEI INVESTMENTS MANAGEMENT CORPORATION SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC. By: By: /s/ Todd Cipperman /s/ Frances Selby -------------------------- -------------------------- Name: Name: Todd Cipperman Frances Selby -------------------------- -------------------------- Title: Title: Senior Vice President Executive Vice President -------------------------- -------------------------- 7 SCHEDULE A TO THE SUB-ADVISORY AGREEMENT BETWEEN SEI INVESTMENTS MANAGEMENT CORPORATION AND SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC. SEI INVESTMENTS Emerging Markets Equity Objectives, Guidelines & Reporting Requirements Global Emerging Markets Mandate SUB-ADVISOR: SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA Effective Date: These objectives, guidelines and reporting requirements cover each Account ("Account") related to the SEI Emerging Markets Equity Strategies listed below. The Sub-Advisor shall manage the assets within the terms of the Investment Sub-Advisory Agreement, the Prospectus and the Statement of Additional Information of the Fund or those policies and guidelines specific to a separate account agreement each subject to the following. In the event that these objectives are less restrictive or conflict with the three formal documents or separate account agreement described above, those documents supersede the objectives and guidelines outlined below. However, these objectives and guidelines are intended to further specify the broad terms stated in the formal documents listed above. These objectives and guidelines apply to the following accounts and should be followed by all additional accounts initiated after the effective date of this document unless specifically stated. This list will be updated as needed. SIT International Strategy (SIT) SEI Global Master Funds (Offshore) * Primus Emerging Markets Equity SEI/Mediolanum Alpha Fund (Mediolanum) SEI Insurance Product Trust (SIPT) *See appendix for differences in Offshore mandate PERFORMANCE OBJECTIVE On a rolling three-year basis, the objective is to achieve an annualized return of 4.0%, net of fees, in excess of the returns generated by the MSCI EMF Index (the "Benchmark"). Performance attribution should demonstrate stock selection consistently adding to excess returns. 8 GUIDELINES AND RESTRICTIONS PERMITTED INVESTMENTS In seeking to achieve the Performance Objective, the Subadvisor should invest primarily in equity securities of issuers domiciled in, or organized under the laws of, the countries that comprise the MSCI EMF Index, subject to the guidelines or restrictions expressed in Table 1. For the purposes of these guidelines, equity securities are defined to include common stocks, securities convertible into common stocks, preferred stocks, warrants and rights to subscribe to common stocks. The Sub-Adviser may also invest in appropriate issuers through depository receipts including American Depository Receipts and Global Depository Receipts. Securities should be readily marketable. No holding should exceed its benchmark weight + 5%. If the security is not in the benchmark then the maximum weight of that security should not exceed 5% of the portfolio. Buying on margin and short selling are not permitted. Please refer to the SEI International Trust Prospectus for a listing of Permitted Investments. COUNTRY AND REGIONAL EXPOSURES Table 1 shows the MSCI EMF Index Country weights. The guidelines are put in place to insure that the majority of total active risk (tracking error) should come from specific asset risk and not from country exposure risk. Subject to prior approval of SEI Asset Management, the Sub-Adviser may invest up to 10% of the Mandate's assets in non-benchmark countries. The Sub-Adviser may invest up to 5% of the Mandate's assets in individual non-benchmark countries included in the MSCI World Index, subject to the condition that those investments should derive more than 50% of their revenues or have more than 50% of their assets in the emerging market countries. Investment in American Depositary Receipts and Global Depository Receipts of Global Emerging Markets issuers is permitted. TABLE 1
- ---------------------------- -------------------------- -------------------------- -------------------------- COUNTRY MAXIMUM WEIGHT MINIMUM WEIGHT INVESTMENT VEHICLE - ---------------------------- -------------------------- -------------------------- -------------------------- Argentina Bnmk + 5% Bnmk - 5% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Brazil Bnmk + 10% Bnmk - 10% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Chile Bnmk + 5% Bnmk - 5% ADR - ---------------------------- -------------------------- -------------------------- -------------------------- China Bnmk + 5% Bnmk - 5% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Colombia Bnmk + 5% Bnmk - 5% ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Czech Republic Bnmk + 5% Bnmk - 5% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Greece Bnmk + 10% Bnmk - 10% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Hungary Bnmk + 5% Bnmk - 5% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- India Bnmk + 10% Bnmk - 10% ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Indonesia Bnmk + 5% Bnmk - 5% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Israel Bnmk + 5% Bnmk - 5% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Korea Bnmk + 15% Bnmk - 15% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- 9 Malaysia Bnmk + 10% Bnmk - 10% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Mexico Bnmk + 15% Bnmk - 15% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Pakistan Bnmk + 5% Bnmk - 5% Not Permitted - ---------------------------- -------------------------- -------------------------- -------------------------- Peru Bnmk + 5% Bnmk - 5% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Philippines Bnmk + 5% Bnmk - 5% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Poland Bnmk + 5% Bnmk - 5% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- South Africa Bnmk + 15% Bnmk - 15% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Sri Lanka Bnmk + 5% Bnmk - 5% Not Permitted - ---------------------------- -------------------------- -------------------------- -------------------------- Taiwan Bnmk + 15% Bnmk - 15% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Thailand Bnmk + 5% Bnmk - 5% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Turkey Bnmk + 5% Bnmk - 5% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Russia* Bnmk + 5% Bnmk - 5% Local** / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Venezuela Bnmk + 5% Bnmk - 5% Local / ADR - ---------------------------- -------------------------- -------------------------- --------------------------
*ADR investment only in Mediolanum account ** Only RTS (Russian Trading Syatem) allowed when investing in local shares. Table 2 below contains the regional target allocations and ranges for the manages sub accounts. Holdings outside of these ranges may be maintained only after consultation with SEI. Table 2
- ------------------------------------- ----------------------------------- ----------------------------------- REGIONAL EXPOSURES MAXIMUM MINIMUM - ------------------------------------- ----------------------------------- ----------------------------------- Latin America Bnmk + 20% Bnmk - 20% - ------------------------------------- ----------------------------------- ----------------------------------- Asia Bnmk + 20% Bnmk - 20% - ------------------------------------- ----------------------------------- ----------------------------------- Europe Bnmk + 20% Bnmk - 20% - ------------------------------------- ----------------------------------- ----------------------------------- EMEA Bnmk + 20% Bnmk - 20% - ------------------------------------- ----------------------------------- -----------------------------------
CURRENCY MANAGEMENT This mandate is unhedged. Hedging should NOT be undertaken for the purposes of enhancing returns. Currency hedging may be used strictly and only to cover anticipated purchases and sales of securities. CASH MANAGEMENT The Fund should be FULLY INVESTED AT ALL TIMES. SEI will be managing cash flows within the fund and will maintain a cash balance for any withdrawals to the Fund. The Global Emerging Markets manager will be notified of additional cash flows into the portfolio by SEI on a timely basis. When possible the fully invested fund should be targeted at a cash level less than 1.5% of the account's assets. It is understood that due to transactional issues or settlement delays, the account could reach a maximum of 3.0% cash or be in an overdraft position. However, this would be considered an aberration from normal practice and when breached, a conversation should be initiated 10 with SEI. In order to facilitate a low cash percentage in the Subadvisors portfolio, SEI Investments will manage cash flows within the SEI portfolio. The Subadvisor will be notified by SEI Investments of any potential cash flows into or out of the Subadvisors portfolio on a timely basis. ACCOUNT DISPERSION Because each account managed for SEI Investments is similar, dispersion among the accounts should be minimized. However, due to uneven funding schedules, performance between accounts may differ. The dispersion should be kept to within 1.0% annually among all accounts managed for SEI Investments. REPORTING REQUIREMENTS MONTHLY REPORTING - - Please e-mail or fax a report of the monthly return for each of the accounts managed on SEI's behalf - - Conference call between the SEI analyst and one of the fund's portfolio manager - - Any material organizational changes - - Any material changes in assets under management QUARTERLY REPORTING - - Quarterly performance questionnaire - - Quarterly compliance questionnaire - - Reported composite Information ANNUAL REPORTING - - An annual review of the markets and organization - - Attend mutual fund board meeting once every two years ORGANIZATION/OWNERSHIP CHANGES The Sub-advisor will provide prompt notification of material changes in ownership or key personnel. This includes, but is not limited to, the addition or departure of any executive, portfolio manager, analyst, trader, marketing or servicing personnel and/or any other individual significant to the investment process or functioning of the overall business. INVESTMENT PROCESS CHANGES The Sub-advisor will provide prompt notification of material changes to the investment process. This includes, but is not limited to, changes in philosophy, universe screening models, valuation models, and portfolio construction methodologies. 11 APPENDIX SEI INVESTMENTS Global Master Funds Equity Objectives, Guidelines & Reporting Requirements Global Emerging Markets Mandate SUB-ADVISOR: SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA Effective Date: These objectives, guidelines and reporting requirements cover each Account ("Account") related to the SEI Emerging Markets Equity Strategies listed below. The Subadvisor shall manage the assets within the terms of the Investment Subadvisory Agreement, the Prospectus and the Statement of Additional Information of the Fund or those policies and guidelines specific to a separate account agreement each subject to the following. In the event that these objectives are less restrictive or conflict with the three formal documents or separate account agreement described above, those documents supersede the objectives and guidelines outlined below. However, these objectives and guidelines are intended to further specify the broad terms stated in the formal documents listed above. PERFORMANCE OBJECTIVE On a rolling three-year basis, the objective is to achieve an annualized return of 4.0%, gross of fees, in excess of the returns generated by the MSCI EMF Index ex South Africa (the "Benchmark"). COUNTRY AND REGIONAL EXPOSURES This sub account has the same guidelines, restrictions and reporting requirements as the other sub accounts managed for SEI. The only exception is the country exposures as outlined in Table 3 TABLE 3 12
- ---------------------------- -------------------------- -------------------------- -------------------------- COUNTRY MAXIMUM WEIGHT MINIMUM WEIGHT INVESTMENT VEHICLE - ---------------------------- -------------------------- -------------------------- -------------------------- Argentina Bnmk + 5% Bnmk - 5% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Brazil Bnmk + 10% Bnmk - 10% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Chile Bnmk + 5% Bnmk - 5% ADR - ---------------------------- -------------------------- -------------------------- -------------------------- China Bnmk + 5% Bnmk - 5% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Colombia Bnmk + 5% Bnmk - 5% ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Czech Republic Bnmk + 5% Bnmk - 5% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Greece Bnmk + 10% Bnmk - 10% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Hungary Bnmk + 5% Bnmk - 5% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- India Bnmk + 10% Bnmk - 10% ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Indonesia Bnmk + 5% Bnmk - 5% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Israel Bnmk + 5% Bnmk - 5% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Korea Bnmk + 15% Bnmk - 15% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Mexico Bnmk + 15% Bnmk - 15% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Pakistan Bnmk + 5% Bnmk - 5% Not Permitted - ---------------------------- -------------------------- -------------------------- -------------------------- Peru Bnmk + 5% Bnmk - 5% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Philippines Bnmk + 5% Bnmk - 5% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Poland Bnmk + 5% Bnmk - 5% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- South Africa 10% 0% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Sri Lanka Bnmk + 5% Bnmk - 5% Not Permitted - ---------------------------- -------------------------- -------------------------- -------------------------- Taiwan Bnmk + 15% Bnmk - 15% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Thailand Bnmk + 5% Bnmk - 5% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Turkey Bnmk + 5% Bnmk - 5% Local / ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Russia Bnmk + 5% Bnmk - 5% ADR - ---------------------------- -------------------------- -------------------------- -------------------------- Venezuela Bnmk + 5% Bnmk - 5% Local / ADR - ---------------------------- -------------------------- -------------------------- --------------------------
13 SCHEDULE B TO THE SUB-ADVISORY AGREEMENT BETWEEN SEI INVESTMENT MANAGEMENT CORPORATION AND SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC. (SEI INSTITUTIONAL INTERNATIONAL TRUST) REMUNERATION Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows: FOR THE FIRST SIX MONTHS DURING WHICH THE SUB-ADVISER PROVIDES INVESTMENT MANAGEMENT/ADVISORY SERVICES WITH RESPECT TO THE FUND, STARTING FROM THE EFFECTIVE DATE OF THIS AGREEMENT (THE "INITIAL PERIOD"): 0.60% of the Total Assets (as defined below in this Schedule A). AFTER THE INITIAL PERIOD: If the Total Assets are in an amount less than $350 million, the fee is 0.70% of the Total Assets. If the Total Assets are in an amount of $350 million or more and less than $750 million, the fee is 0.60% of the Total Assets. If the Total Assets are in an amount of $750 million or more, the fee is 0.55 of the Total Assets. TOTAL ASSETS For the purpose of determining the above fees, "Total Assets" means the assets of all funds for which SEI Investments Management Corporation is the Investment Manager or Investment Adviser, and Schroder Investment Management America Inc. is the Portfolio Manager or Sub-Adviser. 14 EX-99.B(H)(5) 3 ex-99_bh5.txt EXHIBIT 99.B(H)(5) FORM OF SHAREHOLDER SERVICE PLAN AND AGREEMENT SEI INSTITUTIONAL INTERNATIONAL TRUST CLASS I SHARES SEI Institutional International Trust (the "Trust") is an open-end investment company registered under the Investment Company Act of 1940, as amended, and currently consisting of a number of separately managed portfolios (the "Portfolios"). The Trust desires to retain SEI Investments Distribution Co. (the "Distributor"), a Pennsylvania corporation, to itself provide or to compensate service providers that provide, the services described herein to clients (the "Clients") who from time to time beneficially own Class I Shares ("Shares") of any Portfolio of the Trust. The Distributor is willing to itself provide or to compensate service providers for providing, such shareholder services in accordance with the terms and conditions of this Agreement. SECTION 1. The Distributor will provide, or will enter into written agreements in the form attached hereto with service providers pursuant to which the service providers will provide, one or more of the following shareholder services to Clients who may from time to time beneficially own Shares: (i) maintaining accounts relating to Clients that invest in Shares; (ii) arranging for bank wires; (iii) responding to Client inquiries relating to the services performed by the Distributor or any service provider; (iv) responding to inquiries from Clients concerning their investments in Shares; and (v) assisting Clients in changing dividend options, account designations, and addresses; SECTION 2. The Distributor will provide all office space and equipment, telephone facilities and personnel (which may be part of the space, equipment and facilities currently used in the Distributor's business, or any personnel employed by the Distributor) as may be reasonably necessary or beneficial in order to fulfill its responsibilities under this Agreement. SECTION 3. Neither the Distributor nor any of its officers, employees, or agents is authorized to make any representations concerning the Trust or the Shares except those contained in the Trust's then-current prospectus(es) or statements of additional information for the Shares, copies of which will be supplied to the Distributor, or in such supplemental literature or advertising as may be authorized in writing. SECTION 4. For purposes of this Agreement, the Distributor and each service provider will be deemed to be independent contractors, and will have no authority to act as agent for the Trust in any matter or in any respect. By its written acceptance of this Agreement, the Distributor agrees to and does release, indemnify, and hold the Trust harmless from and against any and all direct or indirect liabilities or losses resulting from requests, directions, actions, or inactions of or by the Distributor or its officers, employees, or agents regarding the Distributor's responsibilities under this Agreement, the provision of the aforementioned services to Clients by the Distributor or any service provider, or the purchase, redemption, transfer, or registration of Shares (or orders relating to the same) by or on behalf of Clients. The Distributor and its officers and employees will, upon request, be available during normal business hours to consult with representatives of the Trust or its designees concerning the performance of the Distributor's responsibilities under this Agreement. SECTION 5. In consideration of the services and facilities to be provided by the Distributor or any service provider, each Portfolio that has issued Class I Shares will pay to the Distributor a fee, as agreed from time to time, at an annual rate of up to 0.25% (twenty-five basis points) of the average net asset value of all Class I Shares of each Portfolio, which fee will be computed daily and paid monthly. The Trust may, in its discretion and without notice, suspend or withdraw the sale of Class I Shares of any Portfolio, including the sale of Class I Shares to any service provider for the account of any Client or Clients. The Distributor may waive all or any portion of its fee from time to time. SECTION 6. The Trust may enter into other similar servicing agreements with any other person or persons without the Distributor's consent. SECTION 7. By its written acceptance of this Agreement, the Distributor represents, warrants, and agrees that the services provided by the Distributor under this Agreement will in no event be primarily intended to result in the sale of Shares. SECTION 8. This Agreement will become effective on the date a fully executed copy of this Agreement is received by the Trust or its designee and shall continue until terminated by either party. This Agreement is terminable with respect to the Class I Shares of any Fund, without penalty, at any time by the Trust or by the Distributor upon written notice to the Trust. SECTION 9. All notices and other communications to either the Trust or to the Distributor will be duly given if mailed, telegraphed, telefaxed, or transmitted by similar communications device to the appropriate address stated herein, or to such other address as either party shall so provide the other. SECTION 10. This Agreement will be construed in accordance with the laws of the Commonwealth of Pennsylvania and may not be "assigned" by either party thereto as that term is defined in the Investment Company Act of 1940. SECTION 11. References to the "SEI Institutional International Trust," the "Trust," and the "Trustees" of the Trust refer respectively to the Trust created and the Trustees as trustees, but not individually or personally, acting from time to time under the Declaration of Trust of the Trust dated June 28, 1988, a copy of which is on file at the Trust's principal office. The obligations of the Trust entered into in the name or on behalf thereof by any of the Trustees, officers, representatives, or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, shareholders, officers, representatives, or agents of the Trust personally. Further, any obligations of the Trust with respect to any one Portfolio shall not be binding upon any other Portfolio. By their signatures, the Trust and the Distributor agree to the terms of this Agreement. SEI Investments Distribution Co. By:----------------------------------- Name:--------------------------------- Title:-------------------------------- Date:--------------------------------- SEI Institutional International Trust By:----------------------------------- Name:--------------------------------- Title:-------------------------------- Date:--------------------------------- EX-99.B(H)(6) 4 ex-99_bh6.txt EXHIBIT 99.B(H)(6) FORM OF ADMINISTRATIVE SERVICES PLAN AND AGREEMENT SEI INSTITUTIONAL INTERNATIONAL TRUST CLASS I SEI Institutional International Trust (the "Trust") is an open-end investment company registered under the Investment Company Act of 1940, as amended, and currently consisting of a number of separately managed portfolios (the "Portfolios"). The Trust desires to retain SEI Investments Distribution Co. (the "Distributor"), a Pennsylvania corporation, to provide or to compensate service providers who themselves provide, the services described herein to clients (the "Clients") who from time to time beneficially own Class I shares ("Shares") of any Portfolio of the Trust. The Distributor is willing to itself provide or to compensate service providers for providing, such administrative services in accordance with the terms and conditions of this Agreement. SECTION 1. The Distributor will provide, or will enter into written agreements in the form attached hereto with service providers pursuant to which the service providers will provide, one or more of the following administrative services to Clients who may from time to time beneficially own Shares: (i) providing subaccounting with respect to Shares beneficially owned by Clients; (ii) providing information periodically to Clients showing their positions in Shares; (iii) forwarding shareholder communications from the Trust (such as proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices) to Clients; (iv) processing purchase, exchange and redemption requests from Clients and placing such orders with the Trust or its service providers; (v) processing dividend payments from the Trust on behalf of the Clients; and (vi) providing such other similar services as the Trust may, through the Distributor, reasonably request to the extent that the service provider is permitted to do so under applicable laws or regulations. SECTION 2. The Distributor will provide all office space and equipment, telephone facilities and personnel (which may be part of the space, equipment and facilities currently used in the Distributor's business, or any personnel employed by the Distributor) as may be reasonably necessary or beneficial in order to fulfill its responsibilities under this Agreement. SECTION 3. Neither the Distributor nor any of its officers, employees, or agents is authorized to make any representations concerning the Trust or the Shares except those contained in the Trust's then-current prospectus or Statement of Additional Information for the Shares, copies of which will be supplied to the Distributor, or in such supplemental literature or advertising as may be authorized in writing. SECTION 4. For purposes of this Agreement, the Distributor and each service provider will be deemed to be independent contractors, and will have no authority to act as agent for the Trust in any matter or in any respect. By its written acceptance of this Agreement, the Distributor agrees to and does release, indemnify, and hold the Trust harmless from and against any and all direct or indirect liabilities or losses resulting from requests, directions, actions, or inactions of or by the Distributor or its officers, employees, or agents regarding the Distributor's responsibilities under this Agreement, the provision of the aforementioned services to Clients by the Distributor or any service provider, or the purchase, redemption, transfer, or registration of Shares (or orders relating to the same) by or on behalf of Clients. The Distributor and its officers and employees will, upon request, be available during normal business hours to consult with representatives of the Trust or its designees concerning the performance of the Distributor's responsibilities under this Agreement. SECTION 5. In consideration of the services and facilities to be provided by the Distributor or any service provider, each Portfolio that has issued Class I shares will pay to the Distributor a fee, as agreed from time to time, at an annual rate of up to .25% (twenty-five basis points) of the average net asset value of all Class I shares of each Portfolio, which fee will be computed daily and paid monthly. The Trust may, in its discretion and without notice, suspend or withdraw the sale of Class I Shares of any Portfolio, including the sale of Class I Shares to any service provider for the account of any Client or Clients. The Distributor may waive all or any portion of its fee from time to time. SECTION 6. The Trust may enter into other similar servicing agreements with any other person or persons without the Distributor's consent. SECTION 7. By its written acceptance of this Agreement, the Distributor represents, warrants, and agrees that the services provided by the Distributor under this Agreement will in no event be primarily intended to result in the sale of Shares. SECTION 8. This Agreement will become effective on the date a fully executed copy of this Agreement is received by the Trust or its designee and shall continue until terminated by either party. This Agreement is terminable with respect to the Class I Shares of any Portfolio, without penalty, at any time by the Trust or by the Distributor upon written notice to the Trust. SECTION 9. All notices and other communications to either the Trust or to the Distributor will be duly given if mailed, telegraphed, telefaxed, or transmitted by similar communications device to the appropriate address stated herein, or to such other address as either party shall so provide the other. SECTION 10. This Agreement will be construed in accordance with the laws of the Commonwealth of Pennsylvania and may not be "assigned" by either party thereto as that term is defined in the Investment Company Act of 1940. SECTION 11. References to the "Distributor," the "Trust," and the "Trustees" of the Trust refer respectively to the Trust created and the Trustees as trustees, but not individually or personally, acting from time to time under the Declaration of Trust of the Trust dated June 28, 1988, a copy of which is on file with the Department of State of the Commonwealth of Pennsylvania and at the Trust's principal office. The obligations of the Trust entered into in the name or on behalf thereof by any of the Trustees, officers, representatives, or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, shareholders, officers, representatives, or agents of the Trust personally. Further, the obligations of the Trust with respect to any one Portfolio shall not be binding upon any other Portfolio. By their signatures, the Trust and the Distributor agree to the terms of this Agreement. SEI INSTITUTIONAL INTERNATIONAL TRUST By: ----------------------------------- Date: ---------------- SEI INVESTMENTS DISTRIBUTION CO. By: ----------------------------------- Date: ---------------- - 3 - EX-99.B(J) 5 ex-99_bj.txt EXHIBIT 99.B(J) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated November 10, 1999, relating to the financial statements and financial highlights which appear in the September 30, 1999 Annual Report to Shareholders of the SEI Institutional International Trust, which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings "Financial Highlights," "Experts," and "Financial Statements" in such Registration Statement. PricewaterhouseCoopers LLP 2400 Eleven Penn Center Philadelphia, Pennsylvania June 30, 2000 EX-99.B(O)(3) 6 ex-99_bo3.txt EX-99.B(O)(3) AMENDMENT #2 SEI INSTITUTIONAL INTERNATIONAL TRUST CERTIFICATE OF CLASS DESIGNATION CLASS I SHARES 1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS; OTHER EXPENSES Class I shares are sold without a sales charge, but are subject to a shareholder servicing fee of up to .25% payable to the SEI Investment Distribution Co. (the "Distributor") and administrative fee up to .25% payable to certain broker dealers and their affiliated registered investment advisers (the "Intermediaries"). The Distributor will provide or will enter into written agreements with service providers who will provide one or more of the following shareholder services to clients who may from time to time beneficially own shares: (i) maintaining accounts relating to clients that invest in shares; (ii) providing information periodically to clients showing their position in shares; (iii) arranging for bank wires; (iv) responding to client inquiries relating to the services performed by the Distributor or any service provider; (v) responding to inquiries from clients concerning their investments in shares; (vi) forwarding shareholder communications from the Portfolio (such as proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices) to clients; (vii) processing purchase, exchange and redemption requests from clients and placing such orders with the Portfolio or its service providers; (viii) assisting clients in changing dividend options, account designations, and addresses; (ix) providing subaccounting with respect to shares beneficially owned by clients; (x) processing dividends payments from the Portfolio on behalf of clients; and (xi) providing such other similar services as the Portfolio may reasonably request to the extent that the Distributor and/or the service provider is permitted to do so under applicable laws or regulations. Each Intermediary will provide or will enter into written agreements with service providers who will provide one or more of the following administrative services to clients who may from time to time beneficially own shares: (i) providing subaccounting with respect to shares beneficially owned by clients; (ii) providing information periodically to clients showing their positions in shares; (iii) forwarding shareholder communications from the Portfolio (such as proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices) to clients; (iv) processing purchase, exchange and redemption requests from clients and placing such orders with the Portfolio or its service providers; (v) processing dividend payments from the Portfolio on behalf of the clients; and (vi) providing such other similar services as the Portfolio may, through the Intermediaries, reasonably request to the extent that the service provider is permitted to do so under applicable laws or regulations. 2. ELIGIBILITY OF PURCHASERS Class I shares of the Portfolio require a minimum initial investment of $100,000 with minimum subsequent investments of $1000. 3. EXCHANGE PRIVILEGES Class I shares of the Portfolio do not have an exchange privilege. 4. VOTING RIGHTS Each Class I shareholder will have one vote for each full Class I share held and a fractional vote for each fractional Class I share held. Class I shareholders will have exclusive voting rights regarding any matter submitted to shareholders that relates solely to Class I (such as a distribution plan or service agreement relating to Class I), and will have separate voting rights on any other matter submitted to shareholders in which the interests of the Class I shareholders differ from the interests of holders of any other class. 5. CONVERSION RIGHTS Class I shares do not have a conversion feature. EX-99.B(P)(2) 7 ex-99_bp2.txt EXHIBIT 99.B(P)(2) SEI LIQUID ASSET TRUST SEI TAX EXEMPT TRUST SEI DAILY INCOME TRUST SEI ASSET ALLOCATION TRUST SEI INDEX FUNDS SEI INSTITUTIONAL MANAGED TRUST SEI INSTITUTIONAL INTERNATIONAL TRUST SEI INSTITUTIONAL INVESTMENTS TRUST SEI INSURANCE PRODUCTS TRUST CODE OF ETHICS Adopted Under Rule 17j-1 While affirming its confidence in the integrity and good faith of all of its officers and trustees, each of SEI Liquid Asset Trust, SEI Tax Exempt Trust, SEI Daily Income Trust, SEI Asset Allocation Trust, SEI Index Funds, SEI Institutional Managed Trust, SEI Institutional International Trust, SEI Institutional Investments Trust and SEI Insurance Products Trust (the "Trusts"), recognize that the knowledge of present or future portfolio transactions and, in certain instances, the power to influence portfolio transactions which may be possessed by certain of officers, employees and trustees could place such individuals, if they engage in personal transactions in securities which are eligible for investment by the Trust, in a position where their personal interest may conflict with that of the Trust. In view of the foregoing and of the provisions of Rule 17j-1(b)(1) under the Investment Company Act of 1940 (the "1940 Act"), each Trust has determined to adopt this Code of Ethics to specify and prohibit certain types of transactions deemed to create conflicts of interest (or at least the potential for or the appearance of such a conflict), and to establish reporting requirements and enforcement procedures. I. STATEMENT OF GENERAL PRINCIPLES. In recognition of the trust and confidence placed in each Trust by its shareholders, and to give effect to each Trust's belief that its operations should be directed to the benefit of its shareholders, each Trust hereby adopts the following general principles to guide the actions of its trustees, officers and employees: (1) The interests of the Trust's shareholders are paramount, and all of the Trust's personnel must conduct themselves and their operations to give maximum effect to this tenet by assiduously placing the interests of the shareholders before their own. (2) All personal transactions in securities by the Trust's personnel must be accomplished so as to avoid even the appearance of a conflict of interest on the part of such personnel with the interests of the Trust and its shareholders. (3) All of the Trust's personnel must avoid actions or activities that allow (or appear to allow) a person to profit or benefit from his or her position with respect to the Trust, or that otherwise bring into question the person's independence or judgment. II. DEFINITIONS. (1) "Access Person" shall mean (i) each trustee or officer of a Trust, (ii) each employee of each Trust (or of any company in a control relationship to the Trust) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a security by each Trust or any series thereof (each a "Fund"), or whose functions relate to the making of any recommendations with respect to such purchases or sales, and (iii) any natural person in a control relationship to each Trust who obtains information concerning recommendations made to or by the Trust with respect to the purchase or sale of a security by any Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; (iv) each director, officer or general partner of any principal underwriter for a Trust, but only where such person in the ordinary course either makes, participates in, or obtains information regarding the purchase or sale of securities by the Fund(s), or whose functions relate to the making of recommendations regarding securities to the Fund(s); and (v) any natural person in a control relationship with a Fund or any of the Funds= advisers or sub-advisers who obtains information concerning recommendations made to the Funds with regard to the purchase or sale of a security. (2) "Beneficial ownership" of a security is to be determined in the same manner as it is for purposes of Section 16 of the Securities Exchange Act of 1934. This means that a person should generally consider himself the beneficial owner of any securities in which he has a direct or indirect pecuniary interest. In addition, a person should consider himself the beneficial owner of securities held by his spouse, his minor children, a relative who shares his home, or other persons by reason of any contract, arrangement, understanding or relationship that provides him with sole or shared voting or investment power. (3) "Control" shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 Act. Section 2(a)(9) provides that "control" 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. Ownership of 25% or more of a company's outstanding voting security is presumed to give the holder thereof control over the company. Such - 2 - presumption may be countered by the facts and circumstances of a given situation. (4) "Independent Trustee" means a Trustee of a Trust who is not an "interested person" of that Trust within the meaning of Section 2(a)(19) of the 1940 Act. (5) "Initial Public Offering" ("IPO") means an offering of Securities registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934. (6) "Private Placement" means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) in the Securities Act of 1933. (7) "Special Purpose Investment Personnel" means each Access Person who, in connection with his or her regular functions (including, where appropriate, attendance at Board meetings and other meetings at which the official business of a Trust or any Fund thereof is discussed or carried on), obtains contemporaneous information regarding the purchase or sale of a security by a Fund. Special Purpose Investment Personnel shall occupy this status only with respect to those securities as to which he or she obtains such contemporaneous information. (8) "Purchase or sale of a security" includes, among other things, the writing of an option to purchase or sell a security. (9) "Security" shall have the same meaning as that set forth in Section 2(a)(36) of the 1940 Act, except that it shall not include securities issued by the Government of the United States or an agency thereof, bankers' acceptances, bank certificates of deposit, commercial paper and registered, open-end mutual funds and high quality short-term debt instruments, including repurchase agreements. (10) A Security "held or to be acquired" by a Trust or any Fund means (A) any Security which, within the most recent fifteen days, (i) is or has been held by a Trust or any Fund thereof, or (ii) is being or has been considered by a Fund's investment adviser or sub-adviser for purchase by the Fund; (B) and any option to purchase or sell and any Security convertible into or exchangeable for any Security described in (A) above. (11) A Security is "being purchased or sold" by a Trust from the time when a - 3 - purchase or sale program has been communicated to the person who places the buy and sell orders for the Trust until the time when such program has been fully completed or terminated. III. PROHIBITED PURCHASES AND SALES OF SECURITIES. (1) No Access Person shall, in connection with the purchase or sale, directly or indirectly, by such person of a Security held or to be acquired by a Trust or any Fund: (A) employ any device, scheme or artifice to defraud such Fund; (B) make to such Fund any untrue statement of a material fact or omit to state to such Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; (C) engage in any act, practice or course of business which would operate as a fraud or deceit upon such Fund; or (D) engage in any manipulative practice with respect to a Fund. (2) No Special Purpose Investment Personnel may purchase or sell, directly or indirectly, any Security as to which such person is a Special Purpose Investment Personnel in which he had (or by reason of such transaction acquires) any Beneficial Ownership at any time within 7 calendar days before or after the time that the same (or a related) Security is being purchased or sold by any Fund. (3) No Special Purpose Investment Personnel may sell a Security as to which he or she is a Special Purpose Investment Personnel within 60 days of acquiring beneficial ownership of that Security. IV. ADDITIONAL RESTRICTIONS AND REQUIREMENTS (1) Pre-approval of IPOs and Private Placements - Each Access Person must obtain approval from the Review Officer before acquiring beneficial ownership of any securities offered in connection with an IPO or a Private Placement. (2) No Access Person shall accept or receive any gift of more than DE MINIMIS value from any person or entity that does business with or on behalf of a Trust. (3) Each Access Person (other than a Trust's Independent Trustees and its Trustees - 4 - and officers who are not currently affiliated with or employed by the Trust's investment adviser or principal underwriter) who is not required to provide such information under the terms of a code of ethics described in Section VII hereof must provide to the Review Officer a complete listing of all securities owned by such person as of the end of a calendar quarter. The initial listing must be submitted no later than January 31, 2001 (or within 10 days of the date upon which such person first becomes an Access Person of the Trust), and each update thereafter must be provided no later than 30 days after the start of the subsequent year. V. REPORTING OBLIGATIONS. (1) Each Access Person (other than a Trust's Independent Trustees) shall report all transactions in Securities in which the person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership. Reports shall be filed with the Review Officer quarterly. The Review Officer shall submit confidential quarterly reports with respect to his or her own personal securities transactions to an officer designated to receive his or her reports ("Alternate Review Officer"), who shall act in all respects in the manner prescribed herein for the Review Officer. (2) Every report shall be made not later than 10 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information: (A) The date of the transaction, the title and the number of shares or the principal amount of each security involved; (B) The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); (C) The price at which the transaction was effected; (D) The name of the broker, dealer or bank with or through whom the transaction was effected; and (E) The date the report was submitted by the Access Person. (3) In the event no reportable transactions occurred during the quarter, the report should be so noted and returned signed and dated. (4) An Access Person who would otherwise be required to report his or her transactions under this Code shall not be required to file reports pursuant to - 5 - this Section V where such person is required to file reports pursuant to a code of ethics described in Section VII, hereof. (5) An Independent Trustee shall report transactions in Securities only if the Trustee knew at the time of the transaction or, in the ordinary course of fulfilling his or her official duties as a trustee, should have known, that during the 15 day period immediately preceding or following the date of the transaction, such security was purchased or sold, or was being considered for purchase or sale, by a Trust. (The "should have known" standard implies no duty of inquiry, does not presume there should have been any deduction or extrapolation from discussions or memoranda dealing with tactics to be employed meeting a Funds' investment objectives, or that any knowledge is to be imputed because of prior knowledge of the Fund's portfolio holdings, market considerations, or the Fund's investment policies, objectives and restrictions.) (6) Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he has any direct or indirect beneficial ownership in the security to which the report relates. (7) Each Independent Trustee shall report the name of any publicly-owned company (or any company anticipating a public offering of its equity securities) and the total number of its shares beneficially owned by him or her if such total ownership is more than 1/2 of 1% of the company's outstanding shares. Such report shall be made promptly after the date on which the Trustee's ownership interest equaled or exceeded 1/2 of 1%. VI. REVIEW AND ENFORCEMENT. (1) The Review Officer shall compare all reported personal securities transactions with completed portfolio transactions of a Trust and a list of securities being considered for purchase or sale by the Trust's adviser(s) and sub-adviser(s) to determine whether a violation of this Code may have occurred. Before making any determination that a violation has been committed by any person, the Review Officer shall give such person an opportunity to supply additional explanatory material. (2) If the Review Officer determines that a violation of this Code may have occurred, he shall submit his written determination, together with the confidential monthly report and any additional explanatory material provided by the individual, to the President of such Trust and outside counsel, who shall make an independent determination as to whether a violation has occurred. - 6 - (3) If the President and outside counsel find that a violation has occurred, the President shall impose upon the individual such sanctions as he or she deems appropriate and shall report the violation and the sanction imposed to the Board of Trustees of such Trust. (4) No person shall participate in a determination of whether he has committed a violation of the Code or of the imposition of any sanction against himself. If a securities transaction of the President is under consideration, any Vice President shall act in all respects in the manner prescribed herein for the President. VII. INVESTMENT ADVISER'S, ADMINISTRATOR'S OR PRINCIPAL UNDERWRITER'S CODE OF ETHICS. Each investment adviser (including, where applicable, any sub-adviser), administrator or manager (where applicable), and principal underwriter of a Trust shall: (1) Submit to the Board of Trustees of such Trust a copy of its code of ethics adopted pursuant to Rule 17j-1, which code shall comply with the recommendations of the Investment Company Institute's Advisory Group on Personal Investing or be accompanied by a written statement explaining any differences and supplying the rationale therefor; (2) Promptly report to the appropriate Trust in writing any material amendments to such code of ethics; (3) Promptly furnish to such Trust upon request copies of any reports made pursuant to such Code by any person who is an Access Person as to the Trust; and (4) Shall immediately furnish to such Trust, without request, all material information regarding any violation of such Code by any person who is an Access Person as to the Trust. VIII. ANNUAL WRITTEN REPORT TO THE BOARD. At least once a year, the Review Officer for each Trust will provide the Board of Trustees a WRITTEN report that includes: (1) ISSUES ARISING UNDER THE CODE - The Report will describe any issue(s) that arose during the previous year under the Code, including any material Code violations, and any resulting sanction(s). (2) CERTIFICATION - The Report will certify to the Board of Trustees that the each Trust has adopted measures reasonably necessary to prevent its personnel - 7 - from violating the Code currently and in the future. IX. RECORDS. Each Trust shall maintain records in the manner and to the extent set forth below, which records may be maintained under the conditions described in Rule 31a-2 under the Investment Company Act and shall be available for examination by representatives of the Securities and Exchange Commission. (1) A copy of this Code and any other code which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place; (2) A record of any violation of this Code and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs; (3) A copy of each report made by an officer or trustee pursuant to this Code shall be preserved for a period of not less than five years from the end of the fiscal year in which it is made, the first two years in an easily accessible place; and (4) A list of all persons who are, or within the past five years have been, required to make reports pursuant to this Code shall be maintained in an easily accessible place. (5) A copy of each annual report to the Board of Trustees will be maintained for at least five years from the end of the fiscal year in which it is made, the first two years in an easily accessible place; and (6) A record of any decision, and the reasons supporting the decision, to approve the acquisition of Securities in an IPO or a Private Placement, shall be preserved for at least five years after the end of the fiscal year in which the approval is granted. X. MISCELLANEOUS (1) CONFIDENTIALITY. All reports of securities transactions and any other information filed with a Trust pursuant to this Code shall be treated as confidential. (2) INTERPRETATION OF PROVISIONS. The Board of Trustees may from time to time adopt such interpretations of this Code as it deems appropriate. - 8 - (3) PERIODIC REVIEW AND REPORTING. The President of each Trust shall report to the Board of Trustees at least annually as to the operation of this Code and shall address in any such report the need (if any) for further changes or modifications to this Code. Adopted March 6, 1995. Revised March 20, 2000. - 9 - EX-99.B(P)(3) 8 ex-99_bp3.txt EXHIBIT 99.B(P)(3) CODE OF ETHICS ACADIAN ASSET MANAGEMENT, INC. INDEX I STATEMENT OF GENERAL PRINCIPLES II DEFINITIONS III PROHIBITED TRANSACTIONS IV EXEMPTED TRANSACTIONS V FIDUCIARY DUTY AND CONFLICTS OF INTEREST a) General b) Insider Trading c) Front Running d) Churning e) Other Transactions f) Confidential Information g) Unfair Treatment of Certain Clients vis-a-vis Others h) Dealing with Clients as Agent and Principal i) Other Conflicts of Interest VI ACCESS PERSON DISCLOSURE AND REPORTING a). Access Person Background Information b). Reporting Obligations c). Review and Enforcement d). Records VII MISCELLANEOUS a). Access Persons' Responsibility to Know the Rules b). Compliance Officer's Responsibilities CODE OF ETHICS ACADIAN ASSET MANAGEMENT, INC. EXHIBITS AND APPENDICES EXHIBIT A Compliance Officers EXHIBIT B Initial report of Acadian access persons EXHIBIT C Annual report of access persons EXHIBIT D Access person holdings report EXHIBIT E Monthly trading report EXHIBIT F Access person relationship report EXHIBIT G Access person partnership report EXHIBIT H Personal securities transactions pre-clearance form EXHIBIT I Securities transactions report relating to short-term trading EXHIBIT J Board of Directors Approval APPENDIX A Questions and Answers APPENDIX B Special Procedures relating to Rule 17j-1 2 I STATEMENT OF GENERAL PRINCIPLES The purpose of this Code is to set forth certain key guidelines that have been adopted by Acadian Asset Management, Inc. (the "Company") that specify the responsibilities and obligations of all of our access persons. This Code is intended to provide guidance regarding compliance with all existing legal restrictions and sound business practices. Furthermore, this Code of Ethics is being adopted in compliance with the requirements of Rule 17-j adopted by the United States Securities and Exchange Commission under the Investment Company Act of 1940 to effectuate the purposes and objectives of that rule. If one can generalize in such matters, the overarching principle that should govern each access person's behavior is that each of us must act as a fiduciary of our Clients' affairs and each access person therefore has an obligation to place Client interests before his or her own. STANDARDS OF CONDUCT THE COMPANY HAS ADOPTED THE FOLLOWING GENERAL PRINCIPLES TO GUIDE THE ACTIONS OF ITS ACCESS PERSONS. ACCESS PERSONS SHOULD ALSO REFERENCE AND BECOME FAMILIAR WITH THE RULES CONTAINED IN SECTIONS III - VII OF THE CODE. Each access person shall conduct himself* with integrity and dignity and act in an ethical manner in his dealings with the public, Clients, customers, employers, employees, and fellow professionals. Each access person shall conduct himself and shall encourage others to practice in a professional and ethical manner that will reflect credit on himself and his profession. - -------------------------------------------------------------------------------- *Masculine personal pronouns, used throughout the Code to simplify sentence structure, shall apply to all persons, regardless of sex. - -------------------------------------------------------------------------------- 3 Each access person shall act with competence and shall strive to maintain and improve his competence and that of others in the profession. Each access person shall use proper care and exercise independent professional judgment. Each person shall conduct himself in full compliance with all applicable federal and state laws and regulations concerning the securities industry. Each access person has the responsibility to know these laws and regulations and to comply with them. Each access person shall conduct himself and his operations to support the principle that the interests of the Client are paramount and shall act continually and assiduously to place the interests of the Client before his own. Each access person shall treat Client information as confidential. Each access person shall act so that no one Client has preference over another Client, so that each Client is treated fairly and consistently. PERSONAL SECURITY TRANSACTIONS THE COMPANY HAS ADOPTED THE FOLLOWING GENERAL PRINCIPLES TO GUIDE ACCESS PERSONS ON PERSONAL SECURITY TRANSACTIONS. ACCESS PERSONS SHOULD ALSO REFERENCE AND BECOME FAMILIAR WITH THE RULES CONTAINED IN SECTIONS III - VII OF THE CODE. Each access person, in regard to his personal transactions in securities, shall act so as to avoid even the appearance of conflict of interest with the interests of the Client. Each access person shall avoid actions or activities that allow (or appear to allow) him to profit from his position with respect to the Company, or that otherwise bring into question his independence or judgment. No access person shall trade, either personally or on behalf of a Client or others, on material "inside" (non-public) information or communicate material inside information to others in violation of the law. II DEFINITIONS 1). "ACCESS PERSON" means i.) any director, trustee, officer, or general partner of the Company, ii.); any full or part-time employee of the Company; and iii.) any natural person in a control relationship to the Company or its Clients, any affiliated person of 4 such controlling person and any affiliated person of such affiliated person who obtains information concerning recommendations made to the Client with regard to the purchase or sale of a Security. 2). "AFFILIATED PERSON" of another person means i.) any person directly or indirectly owning, controlling, or holding with power to vote, 5% or more of the outstanding voting securities of such other person; ii.) any person 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by such other person; iii.) any person directly or indirectly controlling, controlled by, or under common control with, such other person; iv.) any officer, director, partner, copartner, or employee of such other person; v.) if such other person is an investment company, any investment adviser thereof or any member of an advisory board thereof; and vi.) if such other person is an unincorporated investment company not having a board of directors, the depositor thereof. 3). "BENEFICIAL OWNERSHIP" is to be determined in the same manner as it is for purposes of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder which, generally speaking, encompasses those situations where the Beneficial Owner had the right to enjoy some economic benefit from the ownership of the Security. A person is also the "Beneficial Owner" of securities held by a spouse, minor children, a relative who shares the home, or any other person who provide him with sole or shared voting or investment power by reason of contract, arrangement, understanding, or relationship. 4). "CLIENTS" mean those persons or entities for whom the Company acts as investment manager or fiduciary, including any trusts or funds which fall under the Investment Company Act of 1940. 5). "CONTROL" 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. Any person who owns beneficially, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of a 5 company shall be presumed to control such company. Such presumption may be countered by the facts and circumstances of a given situation. 6). "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, reorganization 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 in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. The definition also include any option on a security and any security that is convertible into or exchangeable for, any security that is held or to be acquired by a fund. "SECURITY" shall NOT include securities issued by the government of the United States or by federal agencies and which are direct obligations of the United States, bankers' acceptances, bank certificates of deposit, commercial paper and shares of UNAFFILIATED registered open-end investment companies (mutual funds). 7). A Security "BEING CONSIDERED FOR PURCHASE OR SALE" or is "BEING PURCHASED OR SOLD" means when within the most recent 15 days a recommendation to purchase or sell the Security has been made and communicated, including when the Company has an outstanding "buy" or "sell" order with respect to a Security and, with respect to the person making such a recommendation, seriously considers making such a recommendation. "PURCHASE OR SALE OF A SECURITY" includes the writing of an option to purchase or sell a Security and any security convertible into or exchangeable for a security. 6 8). "RELATED PERSON(S)" is a Company access person or family member residing in that access person's household or person or entity over which the access person has control. 7 III PROHIBITED TRANSACTIONS A. No Access Person shall, in connection with the purchase or sale, directly, or indirectly, by such person of a Security held or to be acquired by a Client: i.) employ any device, scheme, or artifice to defraud the Client; ii.) make to the Client any untrue statement of a material fact or omit to state to such Client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; iii.) engage in any act, practice, or course of business which would operate as a fraud or deceit upon such Client; or iv.) engage in any manipulative practice with respect to such Client. B. No Access Person shall effect transactions to generate increased commissions and unnecessary expenses for a Client. C. No Access Person shall: "Black out i.) purchase or sell, directly or indirectly, any Periods" Security in which he/she has or by reason of such transaction acquires, a direct or indirect Beneficial Ownership and which to his or her actual knowledge at the time of such purchase or sale is: 1). being considered for purchase or sale by the Company on behalf of its Clients; or 2.) being purchased or sold by any Client; or ii.) purchase or sell a Security in which he/she has, or by reason of such transaction acquires, a direct or indirect Beneficial Ownership within seven (7) calendar days before and within seven (7) calendar days after any Client trades in that Security. Any trades made within the proscribed period shall be unwound, if possible. Otherwise, any profits realized on trades within the proscribed 8 period shall be disgorged to the Client; or "IPOs" iii.) acquire Securities in an initial public offering, in order to preclude any possibility of such person profiting from their positions with the Company; or "Private iv.) purchase any Securities in a private placement, Placements" without prior approval of the Compliance Officer. Any person authorized to purchase Securities in a private placement shall disclose that investment when they play a part in the Company's decision to subsequent consideration of an investment in the issuer. In such circumstances, the Company's decision to purchase securities of the issuer shall be subject to independent review by investment personnel with no personal interest in the issuer; or "Ban on v.) profit in the purchase and sale, or sale and Short-term purchase, of the same (or equivalent) Securities Trading within sixty (60) calendar days of acquiring Profits" Beneficial Ownership. Trades made in violation of this prohibition should be unwound, if possible. Otherwise, any profits realized on such short-term trades shall be subject to disgorgement to the Client. D. No Access Person shall disclose to other persons the securities activities engaged in or contemplated for the Client. EXCEPTIONS: The Compliance Officers may allow exceptions to the policy on a case-by-case basis when the abusive practices that the policy is designed to prevent, such as frontrunning or conflicts of interest are not present AND the equity of the situation strongly supports an exemption. An example is the involuntary sale of securities due to unforeseen corporate activity such as a merger. The ban on short-term trading profits is specifically designed to deter potential conflicts of interest and frontrunning transactions, which typically involve a quick trading patterns to capitalize on short-lived market impact of a trade by a Client. The Company shall consider the policy reasons for the ban on these short-term trades, as stated herein, in 9 determining when an exception to his prohibition is permissible. The granting of an exception to this prohibition is permissible if the securities involved in the transaction are not i.) being considered for purchase or sale by the Client or ii.) being purchased or sold by the Client and are not economically related to such securities; exceptions granted under this provision are conditioned by the Compliance Officer of a report of the transaction and certification by the access person that the transaction is in compliance with this Code of Ethics. 10 IV EXEMPTED TRANSACTIONS The prohibitions noted in Section III above do not apply to the following: 1). purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control; 2). purchases or sales which are involuntary on the part of the Access Person; 3). purchases which are part of an automatic dividend reinvestment plan; 4). purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired; 5). purchases or sales of securities which are not eligible for purchase by the Client and which are not related economically to securities purchased, sold, or held by the Client; 6). transactions which appear upon reasonable inquiry and investigation to present no reasonable likelihood of harm to the Client and which are otherwise in accordance with this Code, Section 206 of the Advisers Act, and Rule 17j-1 of the Investment Company Act of 1940. For, example, such transactions would normally include purchases and sales of: i.) securities contained in the Standard and Poor's 100 Composite Stock Index; ii.) up to $25,000 principal amount of a fixed income security or 100 shares of an equity security within 11 any three-consecutive month period (all trades within a three- consecutive month period shall be integrated to determine the availability of this exemption); iii.) up to 1,000 shares of a Security which is being considered for purchase or sale by a Client (but not then being purchased or sold) if the issuer has a market capitalization of over $1 billion and if the proposed acquisition or disposition by the Client is less than one percent of the class outstanding as shown by the most recent report or statement published by the issuer, or less than one percent of the average weekly reported volume of trading in such securities on all national securities exchanges and/or reported through the automated quotation system of a registered securities association, during the four calendar weeks prior to the individual's securities transaction; or iv.) any amount of securities if the proposed acquisition or disposition by the Client is in the amount of 1,000 or fewer shares and the Security is listed on a national securities exchange or the NASDAQ system. 12 V FIDUCIARY DUTY AND CONFLICTS OF INTEREST A. GENERAL The Company and its access persons have a fiduciary duty to act for the benefit of the Client and to take action on the Client's behalf before taking action in the interest of any access person or the Company. A Client may therefore expect its fiduciaries to act for the Client's benefit and not in its own when a conflict of interest between the Client and the fiduciary arises. Every access person shall notify the Compliance Officer of any personal conflict of interest relationship which may involve the Client, such as the existence of any economic relationship between their transactions and securities held or to be acquired by any Client. Such notification shall occur in the pre-clearance process. B. INSIDER TRADING The Company forbids access persons from trading, either personally or on behalf of the Client or others, on material "inside" (non-public) information or communicating material inside information to others in violation of the law. Willful misuse of material nonpublic information will result in dismissal from employment by the Company. C. FRONT-RUNNING The Company forbids access persons from purchasing or selling stock before a buy or sell recommendation is made to the Client. Any trades undertaken for an access person's own account, for the account of the Company, for the account of any non-Company Client or for a Related Person must be done so as not to disadvantage the Client in any way. This means that all access persons and their Related Persons must wait to trade a recommended Security until all trading in that Security for the Client is completed. (PLEASE ALSO REFERENCE SECTION 11. C FOR SPECIFIC COMPANY RULES AIMED AT PREVENTING SUCH PRACTICES.) Any access person considering the sale or purchase of any Security should, before executing such sale or purchase, ask one of the Compliance Officers if that Security is i.) 13 under consideration for purchase or sale for a Client account, ii.) on the Company's recommended or approved list that the Company may have or iii.) held in any account under the Company's management. If so, no trading in the Security should occur by the access person or a Related Person without prior approval of one of the Company's Compliance Officers until all Client trading is completed. D. CHURNING Company staff should not effect transactions to generate increased commissions and unnecessary expenses for the Client. The volume and frequency of all sales and purchases of securities must be measured against the need and purpose for the activities, the Client's investment objectives, and the expenses and benefits to the account. All trading for a Client's account must be undertaken solely in the Client's interest. E. OTHER TRANSACTIONS No access person of the Company shall participate on behalf of the Company or the Client, or on such access person's own behalf in any of the following transactions: 1.) Use of the Company's funds for political purposes; 2.) Payment or receipt of bribes, kickbacks, or other amounts with any understanding that part or all of such amount will be refunded or delivered to a third party in violation of any applicable law; 3.) Payment to government officials or employees other than in the ordinary course of business for legal purposes such as payment of taxes; or 4.) Use of the funds or assets of the Company or any subsidiary of the Company for any other unlawful or improper purpose. F. CONFIDENTIAL INFORMATION All information, whether of a personal or business nature, that an access person obtains about a Client's affairs during employment with the Company should be treated as confidential. Such information may sometimes include information about non-Clients, 14 and that information should likewise be held in confidence. Even the fact that the Company advises a particular Client should ordinarily be treated as confidential. Access persons should be sensitive to the problem of inadvertent or accidental disclosure, through careless conversation in a public place or the failure to safeguard papers and documents. Documents and papers should be kept in appropriately marked file folders and locked in file cabinets when appropriate. G. UNFAIR TREATMENT OF CERTAIN CLIENTS VIS-A-VIS OTHERS An access person who handles one or more Clients may be faced with situations in which it is possible to give preference to certain Clients over others. Access persons must be careful not to give preference to one Client over another even if the preferential treatment would benefit the Company or the access person. Each situation should be examined closely to determine whether the Client has consented to the access person's actions favoring another Client and whether the resulting relationship with the Client that was not favored is fair and consistent with the securities laws. If both parts of this test have been satisfied, most likely there has been no breach of fiduciary duty. H. DEALING WITH CLIENTS AS AGENT AND PRINCIPAL: SECTION 206(3) OF THE ADVISER'S ACT Section 206(3) of the Advisers Act addresses specifically two conflict of interest situations: the sale and purchase of securities to and from a Client either as a broker for another person or as a principal for the account of the adviser. Section 206(3) requires that access persons involved in the situations where the Company is buying or selling securities from a Client (or where the Company acts as a broker-dealer for a non-Client in a transaction with an advisory Client) disclose to the Client the capacity in which the Company acts AND obtain the Client's consent. Disclosure under Section 206(3) must be in writing. The Company must, under Section 206(3), disclose to the Client its capacity, its profits (if it acts as principal) and its commissions (if it acts as agent for another). 15 I. OTHER CONFLICTS OF INTEREST 1.) GIFTS Access persons should not seek, accept or offer any preferential treatment, or any gifts or favors of more than DE MINIMIS ($250 per year) value from any person or entity that does business with or on behalf of the Company. Occasional participation in social events or similar gatherings conducted for business purposes are not prohibited. However, extreme caution is to be exercised in any instance in which business related travel and lodging are paid for other than by the Company, and whenever possible prior approval should be sought from the Compliance Officer. A brief explanation of all extraordinary travel lodging and related meals and entertainment is to be reported in writing to the Compliance Officer. 2. TRUSTEESHIPS AND MEMBERSHIPS Prior to accepting a position as an officer, director, trustee, partner, or controlling person in any other company or business venture (other than a non-profit organization that is not a Client of the Company), or as a member of an investment organizations (e.g., an investment club), access persons should discuss the position with the Compliance Officer. Any such position should also be disclosed to the Compliance Officer at least annually. 3. PARTNERSHIPS Any partnership or similar arrangement, either participated in or formulated by an access person, should be disclosed to the Compliance Officer. 4. UAM STOCK No access person shall advise the Client to purchase, hold or sell United Asset Management stock or other securities. No access person having discretionary authority over Client funds shall exercise such discretion to invest such funds in United Asset Management stock or other securities, although an access person may implement a Client's exercise of its own discretion to trade in United Asset Management securities. 16 VI ACCESS PERSON DISCLOSURE AND REPORTING A. ACCESS PERSON BACKGROUND INFORMATION The SEC registration form for investment advisers requires the reporting, under oath, of past disciplinary actions taken against all "advisory affiliates." The Investment Advisers Act requires similar disclosure to the Client. The term "advisory affiliate" includes directors and chief officers of an adviser; individuals who have the power to direct or cause the direction of the management or policies of a company; and all current access persons except those performing only clerical, administrative, support or similar functions. Many advisory affiliates must also provide biographical information that must be reported to the SEC. If any of the information becomes inaccurate or needs to be updated to make it accurate, it shall be your obligation to bring this to the attention of the Compliance Officer. B. PRE-CLEARANCE Each Access Person must pre-clear any proposed transaction in Securities with the Compliance Officer prior to proceeding with the transaction. No transaction in Securities shall be effected without the prior written approval (Exhibit H) of the Compliance Officer. In determining whether to grant approval for the purchase of a Security offered in a private placement, the Compliance Officer shall take into account, among other factors, whether the opportunity is being offered to the Access Person by virtue of his or her position with the Advisor. Purchases or sales of securities which are not eligible for purchase of sale by the Company or any portfolio of the Company that serves as the basis of the individual's "access person" status shall be entitled to clearance automatically from the Company's Compliance Officer. This provision shall not relieve any access person from compliance with the pre-clearance procedures. C. REPORTING OBLIGATIONS 17 REPORTS SUBMITTED TO THE COMPLIANCE OFFICER, OR ALTERNATE REVIEW OFFICER, PURSUANT TO THIS CODE OF ETHICS SHALL BE CONFIDENTIAL AND SHALL BE PROVIDED ONLY TO THE OFFICERS AND DIRECTORS OF THE CLIENT, COMPANY OR CLIENT COUNSEL, OR REGULATORY AUTHORITIES UPON APPROPRIATE REQUEST. I. UPON OCCURRENCE Any prior, current, or potential litigation in which the access person is, or has been, a party, or is aware of the possibility of being named as a party, which in my way relates to the Company business, must disclose this to the Compliance Officer. Any contemplated Security transaction, either indirectly or directly, must be disclosed to the Compliance Officer, prior to the trade execution, for approval. This certification should take the form attached as Exhibit H. II. MONTHLY All access persons must make a monthly report to the Compliance Officer of all transactions involving Securities in which they have Beneficial Ownership. If the access person establishes a securities account during the period, the monthly report must also disclose the name of broker, dealer, or bank with whom the account is established. The Compliance Officer will submit his or her own personal transactions report to a designated Alternate Review Officer. A copy of the Company's current form for these reports is attached to this Code as Exhibit E. This information will be kept confidential if requested by the access person subject to any obligations the Company may have to disclose information to regulatory authorities or under law or court order. Every report should be signed and dated and made not later than 10 days after the end of the calendar month. If no trading occurred, the report should so note. ANNUALLY By March 31 of each year, each access person must also complete an annual report confirming that they have read and understood the Code of Ethics, have complied with its requirements, and have reported all personal securities transactions required to be reported pursuant to the requirements of the Code of Ethics. This confirmation should take the form attached as Exhibit C and shall be delivered to the Compliance Officer. 18 The reporting requirements included as part of Exhibit C are as follows: Each access person must provide to the Compliance Officer a complete listing of all securities in which he/she has Beneficial Ownership and securities accounts the access person maintains in a broker, dealer, or bank as of December 31 of the previous year. The report shall be made on the form attached as Exhibit D and shall be delivered to the Compliance Officer. Each access person must annually disclose any relationship (such as a directorship, trusteeship, etc.) as required by section IV I. This disclosure should take the form attached as Exhibit F and shall be delivered to the Compliance Officer. Each access person must annually disclose any participation in a partnership. This disclosure should take the form attached as Exhibit G and shall be delivered to the Compliance Officer. HIRE AND TERMINATION DATES All new access persons are required to file the following forms within ten days of their hire date: Initial Report of Acadian Personnel (Exhibit B), Access person Holdings Report (Exhibit D), Relationship listing (Exhibit F), Partnership participation listing (Exhibit G) Thereafter, the above referenced reports will be required on an annual basis. All terminated access persons must complete upon termination the listing of their personal security transactions between the last month-end and their termination date (Exhibit E). D. REVIEW AND ENFORCEMENT The Compliance Officer will compare all reported personal securities transactions with completed and contemplated portfolio transactions of the Company to see whether a violation of this Code may have occurred. Before making any determination that a 19 violation has been committed by any person, that person will have the opportunity to supply additional explanatory material. If the Compliance Officer determines that a violation has occurred, he/she shall submit his/her written determination, together with the confidential monthly report and any additional explanatory material provided by the individual, to the President of the Company and outside counsel, who will make an independent evaluation. If both agree that a violation has occurred, the President will impose such sanctions as he/she deems necessary. No person will participate in a determination of whether he/she has committed a violation or impose any sanction against him/herself If a securities transaction of the President is under consideration, any Executive Vice President or Senior Vice President may act in all respects in consideration the manner prescribed above for the President. E. RECORDS Records will be maintained as described below, which records may be maintained under the conditions described in Rule 31 a-2 under the Investment Company Act and shall be available for examinations by representatives of the Securities and Exchange Commission. 1.) A copy of this Code and any other code which is or has been in effect at any time over the last five years shall be preserved in an easily accessible place. 2.) A record of any violation of this Code and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not fewer than five years following the end of the fiscal year in which the violation occurs. 3.) A copy of each report made by an access person pursuant to this Code shall be preserved for a period of not fewer than five years, the first two in an easily accessible place. 20 4.) A list of all persons who are, or within the last five years have been, required to make reports pursuant to this Code shall be maintained in an easily accessible place. 5.) A copy of each memorandum made by the Compliance Officer for a period of five years from the end of the fiscal year in which it was made. 6.) A record of every decision by the Compliance Officer to allow an exception to a prohibited transaction and the rationale supporting the decision, such as approval of the acquisition of securities offered in connection with an IPO or private placement. VII MISCELLANEOUS A. Access Persons' Responsibility to Know the Rules Access persons are responsible for their actions under the law and are therefore required to be sufficiently familiar with the Advisers Act and other applicable federal and state securities laws and regulations to avoid violating them. Access persons must certify, in writing, that they have read and understood this Code and that they will conduct themselves professionally in complete accordance with the requirements and standards described here. A copy of the Company's current form of compliance certificate is attached to this Code as Exhibit C. B. COMPLIANCE OFFICER'S RESPONSIBILITIES It will be the responsibility of the Compliance Officers of the Company to oversee the enforcement of the matters described in this Code and to educate access persons of their responsibilities herein. The Compliance Officers will provide new access persons with a copy of this Code as soon as possible after they join the Company and, upon their request, of the Advisers Act and other applicable laws and regulations. The Compliance Officers are responsible for staying current with significant new legal developments in the area of financial advisory services, fiduciary responsibilities, and insider trading and to convey such developments to the Company access persons. 21 The Compliance Officer will review all access person trading reports promptly and take such action as he/she deems necessary to obtain compliance with the policies set forth in this memorandum and with applicable laws. 22 EXHIBIT A COMPLIANCE OFFICERS Churchill G. Franklin Jennie L. Gryczka ALTERNATE REVIEW OFFICER Gary L. Bergstrom EXHIBIT B INITIAL REPORT OF ACADIAN ACCESS PERSONS To the Compliance Officer: 1. I have received, read, and understand the Code and recognize that I am subject thereto in the capacity of an "Access Person." 2. I hereby certify that I have no knowledge of the existence of -- any personal conflict of interest relationship which may involve the Company or its Clients, such as any economic relationship between my transactions and securities held or to be acquired by the Company on behalf of its Clients, except as noted on the below reports. 3. I hereby certify that I will conduct myself professionally in -- complete accordance with the requirements and standards described therein, I am responsible for my actions under the law and that I am sufficiently familiar with the Investment Advisers Act of 1940 and other applicable federal and state securities and other laws and regulations that may govern my conduct as an access person of the Company. 4. I hereby acknowledge that my failure to comply with the policy -- set forth in the above-referenced Code and in other applicable federal and state laws may subject the Company and my person to substantial liabilities including imprisonment and fines. 5. I hereby acknowledge that the Company may dismiss me from -- employment for failure to comply with the Code and federal and state laws. 6. I hereby certify that I have received and completed the -- following: ACCESS PERSON HOLDINGS REPORT ______________ 2 ACCESS PERSON RELATIONSHIP REPORT ____________ ACCESS PERSON PARTNERSHIP REPORT ____________ Signed:_____________________________ ____________________________ Date: _______________________________ Approved 3 EXHIBIT C ANNUAL REPORT OF ACCESS PERSONS To the Compliance Officer of Acadian Asset Management, Inc.: 1. I have received, read, and understand the Code and recognize that I am subject thereto in the capacity of an "Access Person." 2. 1 hereby certify that, during the year ended December 31, 20_, -- I have complied with the requirements of the Code and I have reported all securities transactions required to be reported pursuant to the Code. 3. I hereby certify that I will conduct myself professionally in -- complete accordance with the requirements and standards described therein, I am responsible for my actions under the law, and that I am sufficiently familiar with the Investment Advisers Act of 1940 and other applicable federal and state securities and other laws and regulations that may govern my conduct as an access person of the Company. 4. I hereby acknowledge that my failure to comply with the policy -- set forth in the above referenced Code and in other applicable federal and state laws may subject the Company and my person to substantial liabilities including imprisonment and fines. 5. I hereby acknowledge that the Company may dismiss me from -- employment for failure to comply with the Code and federal and state laws. 6. I hereby certify that I have not disclosed any pending "buy" -- or "sell" orders of a Client to any other Affiliated or Related Person, except where the disclosure occurred subsequent to the execution or withdrawal of an order. 7. I hereby certify that I have received and completed the -- following: 4 ACCESS PERSON HOLDINGS REPORT ______________ ACCESS PERSON RELATIONSHIP REPORT ____________ ACCESS PERSON PARTNERSHIP REPORT ____________ Signed:_____________________________ ____________________________ Date: _______________________________ Approved 5 EXHIBIT D ACCESS PERSON HOLDINGS REPORT Acadian Asset Management Personal Securities Holdings Report Access Person Name:_____________________________ As of:__________________________________________ [ ] Check if initial list at date of hire - -------------------------- --------------------------- ------------------------- Description of Security Number of shares Type of ownership (direct/indirect) - -------------------------- --------------------------- ------------------------- - -------------------------- --------------------------- ------------------------- - -------------------------- --------------------------- ------------------------- - -------------------------- --------------------------- ------------------------- - -------------------------- --------------------------- ------------------------- - -------------------------- --------------------------- ------------------------- - -------------------------- --------------------------- ------------------------- - -------------------------- --------------------------- ------------------------- - -------------------------- --------------------------- ------------------------- I confirm to my actual knowledge and belief that the list above represents a true and complete listing of all securities in which I have beneficial ownership. By:___________________________ ____________________________ Date:__________________________ Approved NOTE: Do NOT report holdings of U.S. Government securities, bankers' acceptances, bank certificates of deposit, commercial paper and UNAFFILIATED registered open-end investment companies (mutual funds). 6 EXHIBIT E MONTHLY TRADING & BROKERAGE REPORT FOR THE MONTH OF ______ To the Compliance Officer: During the month referred to above, the following transactions were securities of which I had, or by reason of such transaction acquired, direct or indirect beneficial ownership, and which are required to be reported pursuant to the Code of Ethics. [ ] Check here if there were no reportable transactions during the period.
- ------------ -------------- ------------- ------------- ---------- ------------ -------------- ------------- Security # of Shares Amount of Buy or Sell Price Broker/ Date of Authorized Transaction Dealer Transaction ------------- Yes No - ------------ -------------- ------------- ------------- ---------- ------------ -------------- ------- ----- - ------------ -------------- ------------- ------------- ---------- ------------ -------------- ------- ----- - ------------ -------------- ------------- ------------- ---------- ------------ -------------- ------- ----- - ------------ -------------- ------------- ------------- ---------- ------------ -------------- ------- ----- - ------------ -------------- ------------- ------------- ---------- ------------ -------------- ------- ----- - ------------ -------------- ------------- ------------- ---------- ------------ -------------- ------- -----
I confirm to my actual knowledge and belief that the list above represents a true and complete listing of all securities in which I have beneficial ownership. If a securities account has been established during the month specified, please disclose the name of the broker, dealer, or bank with whom the account was established and the date the account was established. Broker/Dealer/Bank Name:________________ Date:________________________ Signed:_____________________________ ____________________________ Date: _______________________________ Approved NOTE: You are not required to report transactions in U.S. Government securities, bankers' acceptances, bank certificates of deposit, commercial paper, and UNAFFILIATED registered open-end investment companies (mutual funds.) UAM common stock or purchases or sales of other securities which are not eligible for purchase or sale by Acadian Asset Management Inc (or any portfolio managed by Acadian Asset Management Inc) that serves as the basis of the individual's "access person" status shall be entitled to clearance automatically from the Company's Compliance Officer. This provision shall not relieve any access person from compliance with the pre-clearance procedures. 7 EXHIBIT F ACCESS PERSON RELATIONSHIP REPORT Name: ___________________ As of. ___________________ Please disclose your position as an officer, director, trustee, partner, or controlling person in any other company or business venture, or as a member of an investment organization.
- -------------------------- ---------------------------- --------------------- --------------------------------- Organization Name Type of Organization Affiliation Start Date of affiliation - -------------------------- ---------------------------- --------------------- --------------------------------- - -------------------------- ---------------------------- --------------------- --------------------------------- - -------------------------- ---------------------------- --------------------- --------------------------------- - -------------------------- ---------------------------- --------------------- --------------------------------- - -------------------------- ---------------------------- --------------------- --------------------------------- - -------------------------- ---------------------------- --------------------- --------------------------------- - -------------------------- ---------------------------- --------------------- --------------------------------- - -------------------------- ---------------------------- --------------------- --------------------------------- - -------------------------- ---------------------------- --------------------- --------------------------------- - -------------------------- ---------------------------- --------------------- ---------------------------------
I confirm to my actual knowledge and belief that the list above represents a true and complete listing of all my affiliations. Signed:_____________________________ ____________________________ Date: _______________________________ Approved 8 EXHIBIT G ACCESS PERSON PARTNERSHIP REPORT Name: ___________________ As of. ___________________ Any partnership or similar arrangement, either participated in or formulated by an access person, should be disclosed to the Compliance Officer.
- ------------------------- ----------------------------- --------------------- -------------------------------- Partnership Name Type of Partnership Affiliation Start Date of affiliation - ------------------------- ----------------------------- --------------------- -------------------------------- - ------------------------- ----------------------------- --------------------- -------------------------------- - ------------------------- ----------------------------- --------------------- -------------------------------- - ------------------------- ----------------------------- --------------------- -------------------------------- - ------------------------- ----------------------------- --------------------- -------------------------------- - ------------------------- ----------------------------- --------------------- -------------------------------- - -------------------------- ---------------------------- --------------------- --------------------------------- - -------------------------- ---------------------------- --------------------- --------------------------------- - -------------------------- ---------------------------- --------------------- --------------------------------- - -------------------------- ---------------------------- --------------------- ---------------------------------
I confirm to my actual knowledge and belief that the list above represents a true and complete listing of all my partnership interests. Signed:_____________________________ ____________________________ Date: _______________________________ Approved 9 EXHIBIT H PERSONAL SECURITIES TRANSACTIONS PRE-CLEARANCE FORM To the Compliance Officer: I hereby request pre-clearance of the following proposed transactions:
- ----------- --------------- ------------ -------------- -------- ------------- -------------- -------------- Security # of Shares Amount of Buy or Sell Price Broker/ Date of Authorized Transaction Dealer Transaction -------------- Yes No - ----------- --------------- ------------ -------------- -------- ------------- -------------- ------- ------ - ----------- --------------- ------------ -------------- -------- ------------- -------------- ------- ------ - ----------- --------------- ------------ -------------- -------- ------------- -------------- ------- ------ - ----------- --------------- ------------ -------------- -------- ------------- -------------- ------- ------ - ----------- --------------- ------------ -------------- -------- ------------- -------------- ------- ------ - ----------- --------------- ------------ -------------- -------- ------------- -------------- ------- ------
Signed:_____________________________ ____________________________ Date: _______________________________ Approved NOTE: Transactions that are short term in nature (see Code section III, C, (v,)) need to be disclosed on Exhibit I. 10 EXHIBIT I SECURITIES TRANSACTIONS REPORT RELATING TO SHORT-TERM TRADING For the Sixty-Day Period from _____ to _____: To the Compliance Officer: During the 60 calendar day period referred to above, the following purchases and sales, or sales and purchases, of the same (or equivalent) securities were effected or are proposed to be effected in securities of which I have, or by reason of such transaction acquired, direct or indirect beneficial ownership.
- ------------ --------------- ------------ ------------- ---------- ------------ -------------- -------------- Security # of Shares Amount of Buy or Sell Price Broker/ Date of Authorized Transaction Dealer Transaction -------------- Yes No - ------------ --------------- ------------ ------------- ---------- ------------ -------------- ------ ------ - ------------ --------------- ------------ ------------- ---------- ------------ -------------- ------ ------ - ------------ --------------- ------------ ------------- ---------- ------------ -------------- ------ ------ - ------------ --------------- ------------ ------------- ---------- ------------ -------------- ------ ------ - ------------ --------------- ------------ ------------- ---------- ------------ -------------- ------ ------ - ------------ --------------- ------------ ------------- ---------- ------------ -------------- ------ ------
Signed:_____________________________ ____________________________ Date: _______________________________ Approved 11 EXHIBIT J BOARD OF DIRECTORS APPROVAL The undersigned, being all of the Directors of Acadian Asset Management, Inc. hereby consent to the adoption of the following resolutions with the same effect as though they had been adopted at a meeting of the Directors of Acadian Asset Management: Resolved, that the Board of Directors authorizes the adoption of the Acadian Code of Ethics, a copy of which is here attached. - --------------------------------- ---------------------------------- Gary L. Bergstrom Date - --------------------------------- ---------------------------------- Ronald D. Frashure Date 12 APPENDIX A ANSWERS TO COMMONLY ASKED QUESTIONS I. FIDUCIARY DUTY AND CONFLICTS OF INTEREST 1. WHAT CONSTITUTES A CONFLICT OF INTEREST? Conflicts of interest can arise in any number of situations. No comprehensive list of all possible conflicts of interest can be provided in this memorandum. However, the following example may be helpful. Consider these two cases: an access person seeking to induce a bank to give the access person a loan in exchange for maintaining excessive cash balances of a Client with the bank, and an access person executing trades for a Client through a broker-dealer that provides research services for the Company but charges commissions higher than other broker-dealers. In the first case, such activity would be a violation of an access person's fiduciary duty and might subject the access person and the Company to liability under the Advisers Act and other applicable laws. In the latter case, if the Company determines in good faith that the higher commissions are reasonable in relation to the value of the brokerage and research services provided, the payment of higher commissions may be permitted under the safe harbor of Section 28(e) of the Securities Exchange Act of 1934 -- as long as appropriate disclosure is made to the Client and in the Company's Form ADV. Another common conflict of interest occurs when the Company pays some consideration to a person for recommending the Company as an adviser. In those circumstances, an access person must make disclosure to any prospective Client of any consideration paid for recommending the Company's services to that prospective Client and the Company must comply with Rule 206(4)-3 of the Advisers Act. This Rule governs situations involving cash payments for Client solicitations and requires that specific disclosure documents containing information about the solicitor and the adviser be provided to a prospective Client at the time of the solicitation. 13 2. HOW SHOULD CONFLICTS OF INTEREST BE HANDLED? The Company and its access persons have a fiduciary duty to act for the benefit of the Clients and to take action on the Clients' behalf before taking action in the interest of any access person or the Company. The manner in which any access person discharges this fiduciary duty depends on the circumstances. Sometimes general disclosure of common conflicts of interest may suffice. In other circumstances, explicit consent of the Client to the particular transaction giving rise to a conflict of interest may be required or an access person may be prohibited from engaging in the transaction regardless of whether the Client consents. The Client's consent will not in all cases insulate the access person against a claim of breach of the access person's fiduciary duty. Full disclosure of all material facts must be given if a consent is to be effective. As a result, consents concerning possible future breaches of laws will not usually work. However, waivers of known past violations may be effective. In addition, a Client under the control and influence of the access person or who has come to rely on the access person's investment decisions cannot effectively consent to a conflict of interest or breach of fiduciary duty. Consent must be competent, informed and freely given. The duty to disclose and obtain a Client's consent to a conflict of interest must always be undertaken in a manner consistent with the access person's duty to deal fairly with the Client. Therefore, even when taking action with a Client's consent, each access person must always seek to assure that the action taken is fair to the Client. If any access person is faced with any conflict of interest, he or she should consult one of the Company's Compliance Officers prior to taking any action. II. MATERIAL INSIDE INFORMATION 1.) WHO IS SUBJECT TO THE INSIDER TRADING RULES? ALL Company staff and all persons -- friends, relatives, business associates and others -- who receive nonpublic material inside information from Company staff concerning an issuer of securities (whether such issuer is a Client or not) are subject to these rules. It does not matter whether the issuer is public or private. 14 At the Company, the rules apply to officers, marketing, advisory, administrative, secretarial, or other staff. Furthermore, if any access person gives nonpublic material inside information concerning an issuer of securities to a person outside the Company and that person trades in securities of that issuer, the access person and that person may have both civil and criminal liability. 2.) WHAT IS "MATERIAL INSIDE INFORMATION"? Generally speaking, material inside information is significant information about an issuer's business or operations (past, present or prospective) that becomes known to an access person and which is not otherwise available to the public. While the exact meaning of the word "material" is not entirely clear, it turns on whether the information about an issuer would influence an investor in any investment decision concerning that issuer's securities and whether the information has not already been disclosed to the public. Under current court decisions, it makes no difference whether the material inside information is good or bad. Needless to say, if the undisclosed information would influence an access person's own decision to buy or sell or to trade for a Client or the Company, the information probably is material and an access person should not trade or permit the Company to trade for a Client or itself until it has been publicly disclosed. 3.) HOW DOES "MATERIAL INSIDE INFORMATION: DIFFER FROM "CONFIDENTIAL INFORMATION"'? Here is an example that should clarify the difference between the two. Suppose the Company is engaged by the president of a publicly traded corporation to provide advice concerning her personal pension fund and while working on the matter an access person learns the amount of alimony she pays to her former spouse. That discovery should be kept confidential, but it almost certainly has no hearing on the value of her corporation's securities (i.e., it is not material) and, in fact, it probably is not "Inside information" about the corporation itself. Accordingly, an access person of the Company could buy or sell securities of that issuer so long as the access person possesses no material nonpublic information about the corporation. But disclosure of the president's alimony payments would be entirely improper and in breach of fiduciary duty. 15 In other words, confidential information should never be disclosed, but it is not always material inside information. Knowing it is not necessarily an impediment to participating in the securities markets concerning a particular issuer. 4.) ARE THERE CERTAIN KINDS OF INFORMATION THAT ARE PARTICULARLY LIKELY TO BE "MATERIAL INSIDE INFORMATION"? Yes. While the following list is by no means complete, information about the following subjects is particularly sensitive: a) DIVIDENDS, STOCK DIVIDENDS AND STOCK SPLITS. b) SALES AND EARNINGS AND FORECASTS OF SALES AND EARNINGS. c) CHANGES IN PREVIOUSLY DISCLOSED FINANCIAL INFORMATION. d) CORPORATE ACQUISITIONS, TENDER OFFERS, MAJOR JOINT VENTURES OR MERGER PROPOSALS. e) SIGNIFICANT NEGOTIATIONS, NEW CONTRACTS OR CHANGES IN SIGNIFICANT BUSINESS RELATIONSHIPS. f) CHANGES IN CONTROL OR A SIGNIFICANT CHANGE IN MANAGEMENT. g) ADOPTION OF STOCK OPTION PLANS OR OTHER SIGNIFICANT COMPENSATION PLANS. h) PROPOSED PUBLIC OR PRIVATE SALES OF ADDITIONAL OR NEW SECURITIES. i) SIGNIFICANT CHANGES IN OPERATIONS. j) LARGE SALES OR PURCHASES OF STOCK BY PRINCIPAL STOCKHOLDERS. k) PURCHASES OR SALES OF SUBSTANTIAL CORPORATE ASSETS, OR DECISIONS OR AGREEMENTS TO MAKE ANY SUCH PURCHASE OR SALE. l) SIGNIFICANT INCREASES OR DECLINES IN BACKLOGS OF ORDERS. m) SIGNIFICANT NEW PRODUCTS TO BE INTRODUCED. n) WRITE-OFFS. o) CHANGES IN ACCOUNTING METHODS. 16 p) Unusual corporate developments such as major layoffs, personnel furloughs or unscheduled vacations for a significant number of workers. q) Labor slowdowns, work stoppages, strikes, or the pending negotiation of a significant labor contract. r) Significant reductions in the availability of goods from suppliers or shortages of these goods. s) Extraordinary borrowings. t) Major litigation. u) Governmental investigations concerning the Company or any of its officers or directors. v) Financial liquidity problems. w) Bankruptcy proceedings. x) Establishment of a program to repurchase outstanding securities. 5.) WHAT IS THE LAW REGARDING THE USE OF INFORMATION? Federal law, and the policy of the Company, prohibit any access person from using material inside information, whether obtained in the course of working at the Company or otherwise, for his or her private gain, for the Company's gain or for a Client's gain and prohibit any access person from furnishing such information to others for their private gain. This is true whether or not the information is considered "confidential". When in doubt, the information should be presumed to be material and not to have been disclosed to the public. No trades should be executed for any access person, any Client or for the Company, if the person executing the trade or the Company has material inside information about the issuer. 6.) WHAT IS "TIPPING"? Under the federal securities laws, it is illegal to disclose (or "tip") material inside information to another person who subsequently uses that information for his or her 17 profit. To minimize this liability, all personnel should comply with the policies set forth in Sections V.F. and V.I.4. of the Code. Questions regarding whether such information may constitute "Inside" information should be referred to the Company's Compliance Officers. 7.) TO WHOM MUST MATERIAL INSIDE INFORMATION BE DISCLOSED BEFORE AN ACCESS PERSON CAN TRADE? To the public. Public disclosure of material events is usually made by means of an official press release or filing with the SEC. An access person's disclosure to a broker or other person will not be effective, and such access person may face civil or criminal liability if such access person (or the person to whom the access person makes disclosure) trades on the basis of the information. Company staff should be aware that in most cases they are not authorized to disclose material events about an issuer to the public and that night usually belongs to the issuer alone. 8.) HOW DOES AN ACCESS PERSON KNOW WHETHER PARTICULAR MATERIAL INSIDE INFORMATION HAS BEEN PUBLICLY DISCLOSED? If an access person sees information in a newspaper or public magazine, that information will clearly have been disclosed. Information in a filing with the SEC or a press release will also have been disclosed. However, the courts have said that one should wait for a. reasonable period of time after the publication, filing or release date to assure that the information has been widely disseminated and that the public has had sufficient time to evaluate the news. If any access person has any questions about whether information has been disclosed, such access person should not trade in the affected securities. 9.) WHAT MUST AN ACCESS PERSON DO WITH RESPECT TO MATERIAL INSIDE INFORMATION OBTAINED AFTER A DECISION IS ALREADY MADE OR BUY OR SELL THAT SECURITY? Company staff may not purchase or sell any securities about which they have inside information for their own, the Company's or for a Client's account or cause Clients to trade on such information until after such information becomes public, The foregoing prohibition applies whether or not the material inside information is the basis for the trade. Company staff should be alert for information they receive about issuers on their recommendation or approved lists that may be material inside information. Whenever 18 Company staff come into possession of what they believe may be material nonpublic information about an issuer, they should notify the Compliance Officers because the Company as a whole may have an obligation not to trade in the securities of the issuer. 10.) WHO IS AVAILABLE FOR ADDITIONAL ADVICE OR ADVICE ABOUT A PARTICULAR SITUATION? The Compliance Officers designated from time to time by the Company will oversee matters relating to inside information and prohibitions on insider trading. The Company's Compliance Officers on the date of this memorandum are listed in Exhibit A attached hereto. If you have any questions about the identity of the Company's Compliance Officers, you should ask the Company's President. III. CONFIDENTIAL INFORMATION 1.) WHAT IS CONFIDENTIAL INFORMATION? An investment adviser has a fiduciary duty to its Clients not to divulge information obtained in connection with its services as an adviser. Therefore, all information, whether of a personal or business nature, that an access person obtains about a Client's affairs during employment with the Company should be treated as confidential. Such information may sometimes include information about non-Clients, and that information should likewise be held in confidence. Even the fact that the Company advises a particular Client should ordinarily be treated as confidential. 2.) WHO IS SUBJECT TO THE COMPANY'S POLICIES CONCERNING CONFIDENTAL INFORMATION? All personnel officers and advisory, marketing, administrative and secretarial staff -- are subject to these policies. (For the sake of convenience, this group is sometimes referred to in this memorandum as "Company staff"). 3.) WHAT ARE THE DUTIES AND RESPONSIBILITIES OF COMPANY STAFF WITH RESPECT TO CONFIDENTIAL INFORMATION? Since an investment adviser has a fiduciary duty to its Clients not to divulge information obtained from or about a Client in connection with its services as an adviser, Company staff must not repeat or disclose confidential information received from or about Clients outside the Company to anyone, including relatives, friends or strangers. Any misuse of confidential information about a Client is a disservice to the Client that may cause both 19 the Client and the Company substantial injury. Failure to comply with this policy may have very serious consequences for Company staff and for the Company, including the possibility that Company staff might be criminally prosecuted for misusing the information, as described in Part II below. 4.) WHAT ARE SOME STEPS THAT COMPANY STAFF CAN TAKE TO ASSURE THAT CONFIDENTIAL INFORMATION IS NOT DISCLOSED TO PERSONS OUTSIDE THE OFFICE? There are a number of steps Company staff should take to help preserve Client and other confidences, including the following: i.) Company staff should be sensitive to the problem of inadvertent or accidental disclosure. Careless conversation, naming names or describing details of a current or proposed trade, investment or transaction in a lounge, hallway, elevator or restore, or in a train, taxi, airplane, restaurant or other public place, can result in the disclosure of confidential information and should be strictly avoided. ii.) Maintenance of confidentiality requires careful safeguarding of papers and documents, both inside and outside the company. Documents and papers should be kept in appropriately marked file folders and locked in file cabinets when appropriate. iii.) If an access person uses a speakerphone, the access person should be careful to refrain from using it in any way that might increase the likelihood of accidental disclosure. Use caution, for example, when participating in a speakerphone conversation dealing with confidential information if the office door is open, or if the speakerphone volume is set too high. The same applies if an access person knows or suspects that a speakerphone or a second extension phone is being used at the other end of a telephone conversation. 20 iv.) In especially sensitive situations, it may be necessary to establish barriers to the exchange of information within the company and to take other steps to prevent the leak of confidential information. APPENDIX B SPECIAL PROCEDURES RELATING TO RULE 17j-l I. SEI INTERNATIONAL TRUST; INSURANCE INVESTMENT PRODUCTS TRUST This section I applies to the SEI International Trust and the Insurance Investment Products Trust (the "Trust"). In the instances where the Company serves as an investment advisor to the Trust, the Company will: 1.) Submit to the board of trustees of the trust a copy of its code of ethics adopted pursuant to rule 17j-1, which code shall comply with the recommendations of the investment company institute's advisory group on personal investing 2.) Promptly report to the trust in writing any material amendments to such code 3.) Promptly furnish to the trust upon request copies of any reports made pursuant to such code by any person who is an access person as to the trust, and 4.) Shall immediately furnish to the trust, without request, all material information regarding any violation of such code by any person who is an access person as to the trust. II. UAM ACADIAN EMERGING MARKETS PORTFOLIO; UAM ACADIAN INTERNATIONAL EQUITY PORTFOLIO This section II applies to the UAM Acadian Emerging Markets Portfolio and the UAM Acadian International Equity Portfolio (the "Fund"). A. REPORTING OF VIOLATIONS TO THE BOARD OF DIRECTORS OF THE FUND 22 1.) The compliance officer of the fund shall promptly report to the board of directors of the fund ("the board") all apparent violations of this code of ethics and the reporting requirements thereunder. 2.) When the compliance officer of the fund finds that a transaction otherwise reportable to the board under paragraph 1.) of this section could not reasonably be found to have resulted in a fraud, deceit or manipulative practice in violation of rule 17j-l(a), he may, in his discretion, lodge a written memorandum of such finding and the reasons therefore with the reports made pursuant to this code of ethics, in lieu of reporting the transaction to the board. 3.) The board, or a committee of directors created by the board for that purpose, shall consider reports made to the board hereunder and shall determine whether or not this code of ethics has been violated and what sanctions, if any, should be imposed. B. ANNUAL REPORTING TO THE BOARD OF DIRECTORS OF THE FUND The Compliance Officer of the Fund shall prepare an annual report relating to this Code of Ethics to the Board. Such annual report shall: 1.) Summarize existing procedures concerning personal investing and any changes in the procedures made during the past year; 2.) Identify any violations requiring significant remedial actions during the past year; and 3.) Identify any recommended changes in the existing restrictions or procedures based upon the fund's experience under its 23 code of ethics, evolving industry practices or developments in applicable laws or regulations. C. SANCTIONS Upon discovering a violation of this Code, the Board of Directors may impose such sanctions as they deem appropriate, including, among other things, a letter of censure or suspension or termination of the employment of the violator. D. MISCELLANEOUS In the event of conflict between the Code of Ethics and the terms of the Code of Ethics of the Fund, the terms of the Fund's Code will govern. 24 EX-99.B(P)(4) 9 ex-99_bp4.txt EXHIBIT 99.B(P)(4) EMPLOYEE INVESTMENT TRANSACTION POLICY FOR BLACKROCK, INC. AND ITS AFFILIATED COMPANIES Effective March 1, 2000
EMPLOYEE INVESTMENT TRANSACTION POLICY TABLE OF CONTENTS TABLE OF CONTENTS................................................................................................i I. PREAMBLE................................................................................................1 A. General Principles.............................................................................1 B. The General Scope Of The Policy Is Application To Personal Investment Transactions.............3 C. The Organization Of This Policy................................................................3 D. Questions......................................................................................4 II. PERSONAL INVESTMENT TRANSACTIONS........................................................................4 A. In General.....................................................................................4 B. Reporting Obligations..........................................................................4 1. Use Of Broker-Dealers And Futures Commission Merchants................................4 2. Initial Report........................................................................4 3. New Accounts..........................................................................5 4. Timely Reporting Of Investment Transactions...........................................6 5. Related Accounts......................................................................6 6. Exemptions From Reporting.............................................................6 C. Prohibited Or Restricted Investment Transactions...............................................7 1. Initial Public Offerings..............................................................7 2. Private Placements....................................................................7 D. Investment Transactions Requiring Prior Notification...........................................7 -i- 1. Prior Notification Procedure..........................................................8 2. Exemptions From Prior Notification....................................................8 (a) Transactions Exempt From Prior Notification..................................9 (b) Securities Exempt From Prior Notification....................................9 (c) Futures Contracts Exempt From Prior Notification.............................9 E. Ban On Short-Term Trading Profits.............................................................10 F. Blackout Periods..............................................................................10 1. Specific Blackout Periods............................................................10 2. Exemptions From Blackout Restrictions................................................11 III. INSIDE INFORMATION AND SERVICE AS A DIRECTOR...........................................................11 A. Inside Information............................................................................11 B. Service As A Director.........................................................................12 IV. EXEMPTIONS.............................................................................................12 V. COMPLIANCE.............................................................................................13 A. Certifications................................................................................13 1. Upon Receipt Of This Policy..........................................................13 2. Annual Certificate Of Compliance.....................................................13 B. Supervisory Procedures........................................................................14 1. The Compliance Committee.............................................................14 2. The Compliance Officer...............................................................14 3. Post-Trade Monitoring And Investigations.............................................14 4. Remedial Actions.....................................................................15 5. Reports Of Violations Requiring Significant Remedial Action..........................15 -ii- 6. Annual Reports.......................................................................15 VI. EFFECTIVE DATE.........................................................................................16 APPENDICES I Definitions Of Capitalized Terms II Acknowledgment Of Receipt Of The Policy III Annual Certification Of Compliance With The Policy IV Initial Report Of Accounts V Request For Duplicate Broker Reports VI Investment Transaction Prior Notification Form VII Fully Discretionary Account Form
-iii- EMPLOYEE INVESTMENT TRANSACTION POLICY FOR BLACKROCK, INC. AND ITS AFFILIATED COMPANIES I. PREAMBLE A. GENERAL PRINCIPLES This Employee Investment Transaction Policy (the "Policy") is based on the principle that you, as an officer, director or other Advisory Employee of an Advisor affiliated with BlackRock, Inc. ("BlackRock"), owe a fiduciary duty of undivided loyalty to the registered investment companies, institutional investment clients, personal trusts and estates, guardianships, employee benefit trusts, and other Advisory Clients which that Advisor serves.(1) Accordingly, you must avoid transactions, activities, and relationships that might interfere or appear to interfere with making decisions in the best interests of those Advisory Clients. At all times, you must observe the following GENERAL PRINCIPLES: 1. YOU MUST PLACE THE INTERESTS OF ADVISORY CLIENTS FIRST. As a fiduciary you must scrupulously avoid serving your own personal interests ahead of the interests of Advisory Clients. You must adhere to this general - ---------- (1) This Policy uses a number of CAPITALIZED TERMS, e.g, Advisor, Advisory Client, Advisory Employee, Beneficial Ownership, Exempt Security, Fixed Income Security, Fully Discretionary Account, Futures Contract, Immediate Family, Investment Transaction, Personal Account, Portfolio Employee, Portfolio Manager, Related Account, and Security. The first time a capitalized term is used, a definition is stated in the text or in a footnote. The full definitions of these capitalized terms are set forth in Appendix I. TO UNDERSTAND YOUR RESPONSIBILITIES UNDER THE POLICY, IT IS IMPORTANT THAT YOU REVIEW AND UNDERSTAND ALL OF THE DEFINITIONS OF CAPITALIZED TERMS IN APPENDIX I. As indicated in Appendix I: The term "ADVISOR" means any entity affiliated with BlackRock, whether now in existence or formed after the date hereof, that is registered as (i) an investment advisor under the Investment Advisers Act of 1940, as amended, or (ii) a broker-dealer under the Securities Exchange Act of 1934, as amended, other than any such investment advisor or broker-dealer that has adopted its own employee investment transaction policy. The term "ADVISORY CLIENT" means a registered investment company, an institutional investment client, a personal trust or estate, a guardianship, an employee benefit trust, or another client with which the Advisor by which you are employed or with which you are associated has an investment management, advisory or sub-advisory contract or relationship. The term "ADVISORY EMPLOYEE" means an officer, director, or employee of an Advisor, or any other person identified as a "control person" on the Form ADV or the Form BD filed by the Advisor with the U.S. Securities and Exchange Commission, (1) who, in connection with his or her regular functions or duties, generates, participates in, or obtains information regarding that Advisor's purchase or sale of a Security by or on behalf of an Advisory Client; (2) whose regular functions or duties relate to the making of any recommendations with respect to such purchases or sales; (3) who obtains information or exercises influence concerning investment recommendations made to an Advisory Client of that Advisor; or (4) who has line oversight or management responsibilities over employees described in (1), (2) or (3), above. fiduciary principle as well as comply with the Policy's specific provisions. Technical compliance with the Policy will not automatically insulate from scrutiny any Investment Transaction(2) that indicates an abuse of your fiduciary duties or that creates an appearance of such abuse. Your fiduciary obligation applies not only to your personal Investment Transactions but also to actions taken on behalf of Advisory Clients. In particular, you may not cause an Advisory Client to take action, or not to take action, for your personal benefit rather than for the benefit of the Advisory Client. For example, you would violate this Policy if you caused an Advisory Client to purchase a Security you owned for the purpose of increasing the value of that Security. If you are a Portfolio Employee,(3) you would also violate this Policy if you made a personal investment in a Security that might be an appropriate investment for an Advisory Client without first considering the Security as an investment for the Advisory Client. - ---------- (2)For purposes of this Policy, the term "INVESTMENT TRANSACTION" means any transaction in a Security or Futures Contract in which you have, or by reason of the transaction will acquire, a Beneficial Ownership interest. As a GENERAL MATTER, the term "SECURITY" means any stock, note, bond, debenture or other evidence of indebtedness (including any loan participation or assignment), limited partnership interest or investment contract OTHER THAN AN EXEMPT SECURITY (as defined above). The term "Security" includes an option on a Security, an index of Securities, a currency or a basket of currencies, including such an option traded on the Chicago Board of Options Exchange or on the New York, American, Pacific or Philadelphia Stock Exchanges as well as such an option traded in the over-the-counter market. The term "Security" does not include a physical commodity or a Futures Contract. The term "FUTURES CONTRACT" includes (a) a futures contract and an option on a futures contract traded on a U.S. or foreign board of trade, such as the Chicago Board of Trade, the Chicago Mercantile Exchange, the New York Mercantile Exchange, or the London International Financial Futures Exchange (a "Publicly-Traded Futures Contract"), as well as (b) a forward contract, a "swap", a "cap", a "collar", a "floor" and an over-the-counter option (other than an option on a foreign currency, an option on a basket of currencies, an option on a Security or an option on an index of Securities) (a "Privately-Traded Futures Contract"). As a general matter, you are considered to have a "BENEFICIAL OWNERSHIP" interest in a Security or Futures Contract if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in that Security or Futures Contract. YOU ARE PRESUMED TO HAVE A BENEFICIAL OWNERSHIP INTEREST IN ANY SECURITY OR FUTURES CONTRACT HELD, INDIVIDUALLY OR JOINTLY, BY YOU AND/OR BY A MEMBER OF YOUR IMMEDIATE FAMILY (AS DEFINED BELOW). In addition, unless specifically excepted by the Compliance Officer based on a showing that your interest or control is sufficiently attenuated to avoid the possibility of a conflict, you will be considered to have a Beneficial Ownership interest in a Security held by: (1) a JOINT ACCOUNT to which you are a party, (2) a PARTNERSHIP in which you are a general partner, (3) a LIMITED LIABILITY COMPANY in which you are a manager-member, (4) a trust in which you or a member of your Immediate Family has an interest or (5) an INVESTMENT CLUB in which you are a member. See Appendix I for more complete definitions of the terms "Beneficial Ownership," "Futures Contract," and "Security." (3) The term "PORTFOLIO EMPLOYEE" means a Portfolio Manager or an Advisory Employee who provides information or advice to a Portfolio Manager, who helps execute a Portfolio Manager's decisions, or who directly supervises a Portfolio Manager. The term "PORTFOLIO MANAGER" means any employee of an Advisor who has the authority, whether sole or shared or only from time to time, to make investment decisions or to direct trades affecting an Advisory Client. 2 2. YOU MUST CONDUCT ALL OF YOUR PERSONAL INVESTMENT TRANSACTIONS IN FULL COMPLIANCE WITH THIS POLICY, THE PNC CODE OF ETHICS, AND THE OTHER POLICIES OF PNC BANK CORP. ("PNC") (including the policies that prohibit insider trading or that restrict trading in PNC Securities). BlackRock encourages you and your family to develop personal investment programs. However, those investment programs must remain within boundaries reasonably necessary to insure that appropriate safeguards exist to protect the interests of our Advisory Clients and to avoid even the APPEARANCE of unfairness or impropriety. Doubtful situations should be resolved in favor of our Advisory Clients and against your personal Investment Transactions. 3. YOU MUST NOT TAKE INAPPROPRIATE ADVANTAGE OF YOUR POSITION. The receipt of investment opportunities, perquisites, gifts or gratuities from persons seeking to do business, directly or indirectly, with BlackRock, an affiliate, or an Advisory Client could call into question the independence of your business judgment. Doubtful situations should be resolved against your personal interests. B. THE GENERAL SCOPE OF THE POLICY'S APPLICATION TO PERSONAL INVESTMENT TRANSACTIONS Rule 17j-1 under the Investment Company Act of 1940, as amended, requires REPORTING of all personal Investment Transactions in Securities (other than certain "Exempt Securities") by Advisory Employees, whether or not they are Securities that might be purchased or sold by or on behalf of an Advisory Client. This Policy implements that reporting requirement. However, since a primary purpose of the Policy is to avoid conflicts of interest arising from personal Investment Transactions in Securities and other instruments that are held or might be acquired on behalf of Advisory Clients, this Policy only places RESTRICTIONS on personal Investment Transactions in such investments. This Policy also requires reporting and restricts personal Investment Transactions in certain Futures Contracts which, although they are not Securities, are instruments that Advisors buy and sell for Advisory Clients. Although this Policy applies to all officers, directors and other Advisory Employees of BlackRock, the Policy recognizes that Portfolio Managers, and the other Portfolio Employees who provide them with advice and who execute their decisions, occupy more sensitive positions than other Advisory Employees, and that it is appropriate to subject their personal Investment Transactions to greater restrictions. C. THE ORGANIZATION OF THIS POLICY The remainder of this Policy is divided into four main topics. Section II concerns PERSONAL INVESTMENT TRANSACTIONS. Section III describes restrictions that apply to Advisory Employees who receive INSIDE INFORMATION or seek to serve on a BOARD OF DIRECTORS OR SIMILAR GOVERNING BODY. Section IV outlines the procedure for seeking case-by-case EXEMPTIONS from 3 the Policy's requirements. Section V summarizes the methods for ensuring COMPLIANCE under this Policy. In addition, the following APPENDICES are also a part of this Policy: I. Definitions Of Capitalized Terms II. Acknowledgment Of Receipt Of The Policy III. Annual Certification Of Compliance With The Policy IV. Initial Report Of Accounts V. Request For Duplicate Broker Reports VI. Investment Transaction Prior Notification Form VII. Fully Discretionary Account Form D. QUESTIONS Questions regarding this Policy should be addressed to the Compliance Officer. If you have any question regarding the interpretation of this Policy or its application to a potential Investment Transaction, you should consult the Compliance Officer BEFORE you execute that transaction. II. PERSONAL INVESTMENT TRANSACTIONS A. IN GENERAL Subject to the limited exceptions described below, you are required to REPORT all Investment Transactions in Securities and Futures Contracts made by you, a member of your Immediate Family, a trust or an investment club in which you have an interest, or on behalf of any account in which you have an interest or which you direct.(4) In addition, you must provide PRIOR NOTIFICATION of certain Investment Transactions in Securities and Futures Contracts that an Advisor holds or may acquire on behalf of an Advisory Client. (The exercise of an option is an Investment Transaction for purposes of these requirements.) The details of these reporting and prior notification requirements are described below. B. REPORTING OBLIGATIONS 1. USE OF BROKER-DEALERS AND FUTURES COMMISSION MERCHANTS - ---------- (4) The term "IMMEDIATE FAMILY" means any of the following persons who RESIDE IN YOUR HOUSEHOLD OR WHO DEPEND ON YOU FOR BASIC LIVING SUPPORT: your spouse, any child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including any adoptive relationships. 4 YOU MUST USE A REGISTERED BROKER-DEALER OR FUTURES COMMISSION MERCHANT to engage in any purchase or sale of a publicly traded Security or Futures Contract. This requirement also applies to any purchase or sale of a Security or Futures Contract in which you have, or by reason of the Investment Transaction will acquire, a Beneficial Ownership interest. Thus, as a general matter, any Securities or Futures Contract transactions by members of your Immediate Family will need to be made through a registered broker-dealer or futures commission merchant. 2. INITIAL REPORT Within 10 days of commencing employment or within 10 days of any event that causes you to become subject to this Policy, you must supply to the Compliance Officer copies of the most recent statements for each and every Personal Account and Related Account that holds or is likely to hold a Security or Futures Contract in which you have a Beneficial Ownership interest, as well as copies of confirmations for any and all transactions subsequent to the effective dates of those statements.(5) These documents should be supplied to the Compliance Officer by attaching them to the form attached hereto as Appendix IV. On that same form you should supply the name of any registered broker-dealer and/or futures commission merchant and the number for any Personal Account and Related Account that holds or is likely to hold a Security or Futures Contract in which you have a Beneficial Ownership interest for which you CANNOT supply the most recent account statement. You must also certify, where indicated on the form, that the contents of the form and the documents attached thereto disclose all such Personal Accounts and Related Accounts. - ---------- (5) The term "PERSONAL ACCOUNT" means the following accounts that hold or are likely to hold a Security or Futures Contract in which you have a Beneficial Ownership interest: - any account in your individual name; - any joint or tenant-in-common account in which you have an interest or are a participant; - any account for which you act as trustee, executor, or custodian; and - any account over which you have investment discretion or have the power (whether or not exercised) to direct the acquisition or disposition of Securities or Futures Contracts (other than an Advisory Client's account that you manage or over which you have investment discretion), including the accounts of any individual or entity that is managed or controlled directly or indirectly by or through you, such as the account of an investment club to which you belong. There is a presumption that you can control accounts held by members of your Immediate Family sharing the same household. This presumption may be rebutted only by convincing evidence. The term "RELATED ACCOUNT" means any account, other than a Personal Account, that holds a Security or Futures Contract in which you have a direct or indirect Beneficial Ownership interest (other than an account over which you have no investment discretion and cannot otherwise exercise control) and any account (other than an Advisory Client's account) of any individual or entity to whom you give advice or make recommendations with regard to the acquisition or disposition of Securities or Futures Contracts (whether or not such advice is acted upon). 5 In addition, you must also supply, where indicated on the form, the following information for each Security or Futures Contract in which you have a Beneficial Ownership interest, to the extent that this information is not available from the statements attached to the form: 1. A description of the Security or Futures Contract, including its name or title; 2. The quantity (e.g., in terms of numbers of shares, units or contracts) and value (in dollars) of the Security or Futures Contract; and 3. The custodian of the Security or Futures Contract. 3. NEW ACCOUNTS Upon the opening of a new Personal Account or a Related Account that holds or is likely to hold a Security or a Futures Contract in which you have a Beneficial Ownership interest, you must give written notice to the Compliance Officer of the name of the registered broker-dealer or futures commission merchant for that account, the identifying number for that Personal Account or Related Account and the date that the account was established. 4. TIMELY REPORTING OF INVESTMENT TRANSACTIONS You must cause each broker-dealer or futures commission merchant that maintains a Personal Account or a Related Account that holds a Security or a Futures Contract in which you have a Beneficial Ownership interest to provide to the Compliance Officer, on a timely basis, duplicate copies of confirmations of all transactions in that account and of periodic statements for that account ("Duplicate Broker Reports"). A form for that purpose is attached hereto as Appendix V. In addition, you must report to the Compliance Officer, on a timely basis, any transaction in a Security or Futures Contract in which you have or acquired a Beneficial Ownership interest that was made without the use of a registered broker-dealer or futures commission merchant. 5. RELATED ACCOUNTS The reporting obligations described above also apply to any Related Account (as defined in Appendix I) and to any Investment Transaction in a Related Account. It is important that you recognize that the definitions of "Personal Account," "Related Account" and "Beneficial Ownership" in Appendix I probably will require you to provide, or to arrange for the broker-dealer or futures commission merchant to furnish, copies of reports for any account used by or for a member of your Immediate Family or a trust in which you or a member of your Immediate Family has an interest, as well as for any other accounts in which you may have the opportunity, directly or indirectly, to profit or share in the profit derived from any Investment Transaction in that account, including the account of any investment club to which you belong. 6 6. EXEMPTIONS FROM REPORTING You need not report Investment Transactions in any account, including a Fully Discretionary Account,(6) over which neither you nor an Immediate Family Member has or had any direct or indirect influence or control. For example, Investment Transactions in the account of your spouse in an employee benefit plan would not have to be reported if neither you nor your spouse has any influence or control over those Investment Transactions. You also need not report Investment Transactions in Exempt Securities nor need you furnish, or require a broker-dealer or futures commission merchant to furnish, copies of confirmations or periodic statements for accounts that hold ONLY Exempt Securities.(7) This includes accounts that only hold U.S. Government securities, money market interests, or shares in registered open-end investment companies (I. E., mutual funds). This exemption from reporting will end immediately, however, at such time as there is an Investment Transaction in that account in a Security that is not an Exempt Security. C. PROHIBITED OR RESTRICTED INVESTMENT TRANSACTIONS 1. INITIAL PUBLIC OFFERINGS As an Advisory Employee, you may not acquire Beneficial Ownership of any Security in an initial public offering, except that, with the approval of the Compliance Committee and the General Counsel of BlackRock, you may acquire Beneficial Ownership of a Security in an initial public offering directed or sponsored by BlackRock. For purposes of this Policy, an initial public offering shall not include the purchase of a Security in an initial public offering by (i) a savings bank to its depositors, (ii) a mutual insurance company to its policyholders, (iii) an issuer of debt securities (other than debt securities convertible into common or preferred stock) or (iv) - ---------- (6) The term "FULLY DISCRETIONARY ACCOUNT" means a Personal Account or Related Account managed or held by a broker-dealer, futures commission merchant, investment advisor or trustee as to which neither you nor an Immediate Family Member: (a) exercises any investment discretion; (b) suggests or receives notice of transactions prior to their execution; and (c) you do not otherwise has any direct or indirect influence or control. in addition, to qualify as a Fully Discretionary Account, the individual broker, registered representative or merchant responsible for that account must not be responsible for nor receive advance notice of any purchase or sale of a Security or Futures Contract on behalf of an Advisory Client. To qualify an account as a Fully Discretionary Account, the Compliance Officer must receive and approve a written notice, in the form attached hereto as Appendix VIII, that the account meets the foregoing qualifications as a Fully Discretionary Account. (7) The term "EXEMPT SECURITY" means any Security (as defined in Appendix I) not included within the definition of Security in SEC Rule 17j-1 (e)(5) under the Investment Company Act of 1940, as amended, including: 1. A direct obligation of the Government of the United States; 2. Shares of registered open-end investment companies (i.e., mutual funds); and 3. HIGH QUALITY SHORT-TERM DEBT INSTRUMENTS, including, but not limited to, bankers' acceptances, bank certificates of deposit, commercial paper and repurchase agreements. See Appendix I for a more complete definition of "Exempt Security." 7 with respect to an Advisory Employee employed by BlackRock International, Ltd. a building society to its depositors. 2. PRIVATE PLACEMENTS If you are a Portfolio Employee, you may not acquire Beneficial Ownership of any Security in a private placement, or subsequently sell that interest, unless you have received the prior written approval of the Compliance Officer and of any supervisor designated by the Compliance Officer. Approval will not be given unless a determination is made that the investment opportunity should not be reserved for one or more Advisory Clients, and that the opportunity to invest has not been offered to you by virtue of your position with an Advisor. If you have acquired Beneficial Ownership of Securities in a private placement, you must DISCLOSE that investment to your supervisor when you play a part in any consideration of any investment by an Advisory Client in the issuer of the Securities, and any decision to make such an investment must be INDEPENDENTLY REVIEWED by a Portfolio Manager who does not have a Beneficial Ownership interest in any Securities of the issuer. D. INVESTMENT TRANSACTIONS REQUIRING PRIOR NOTIFICATION You must give prior notification to the Compliance Officer of ANY Investment Transaction in Securities or Futures Contracts in a Personal Account or Related Account, or in which you otherwise have or will acquire a Beneficial Ownership interest, unless that Investment Transaction, Security or Futures Contract falls into one of the following categories that are identified as "exempt from prior notification." The purpose of prior notification is to permit the Compliance Officer and the Compliance Committee to take reasonable steps to investigate whether that Investment Transaction is in accordance with this Policy. Satisfaction of the prior notification requirement does not, however, constitute approval or authorization of any Investment Transaction for which you have given prior notification. As a result, the primary responsibility for compliance with this Policy rests with you. 1. PRIOR NOTIFICATION PROCEDURE Prior notification must be given by completing and submitting to the Compliance Officer a copy of the prior notification form attached hereto as Appendix VII. No Investment Transaction requiring prior notification may be executed prior to notice by the Compliance Officer that the prior notification process has been completed. The time and date of that notice will be reflected on the prior notification form. Unless otherwise specified, an Investment Transaction requiring prior notification must be placed and executed by the end of trading in New York City or, in the case of Advisory Employees employed by BlackRock International, Ltd., by the end of trading in the United Kingdom on the day of notice from the Compliance Officer that the prior notification process has been completed. If a proposed Investment Transaction is not executed (with the exception of a limit order) within the time specified, you must repeat the prior notification process before executing the transaction. A notice from a Compliance Officer that the prior notification process has been completed is no longer effective if you discover, prior to executing your Investment Transaction, that the information on your 8 prior notification form is no longer accurate, or if the Compliance Officer revokes his or her notice for any other reason. The Compliance Officer may undertake such investigation as he or she considers necessary to investigate whether an Investment Transaction for which prior notification has been sought complies with the terms of this Policy and is consistent with the general principles described at the beginning of this Policy. As part of that investigation, the Compliance Officer or a designee of the Compliance Officer will determine whether there is a pending buy or SELL order in the same equity Security or Futures Contract, or a Related Security, on behalf of an Advisory Client.(8) If such an order exists, the Compliance Officer will not provide notice that the prior notification process has been completed until the Advisory Client's order is executed or withdrawn. 2. EXEMPTIONS FROM PRIOR NOTIFICATION Prior notification will not be required for the following Investment Transactions, Securities and Futures Contracts. They are exempt only from the Policy's prior notification requirement, and, unless otherwise indicated, remain subject to the Policy's other requirements, including its reporting requirements. (a) TRANSACTIONS EXEMPT FROM PRIOR NOTIFICATION Prior notification is not required for any of the following Investment Transactions: 1. Any Investment Transaction in a Fully Discretionary Account that has been approved as such by the Compliance Officer. 2. Purchases of Securities under dividend reinvestment plans. 3. Purchases of Securities by an exercise of rights issued to the holders of a class of Securities PRO RATA, to the extent those rights are issued with respect to Securities of which you have Beneficial Ownership. 4. Acquisitions or dispositions of Securities as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to all holders of a class of Securities of which you have Beneficial Ownership. 5. Purchases of common stock of PNC Bank Corp. under the Employee Stock Purchase Plan. - ---------- (8) The term "RELATED SECURITY" means, as to any Security, any instrument related in value to that Security, including, but not limited to, any option or warrant to purchase or sell that Security, and any Security convertible into or exchangeable for that Security. 9 6. With respect to Advisory Employees who are employed by BlackRock International, Inc., automatic investments by direct debit into a personal equity plan (PEP), or similar type of plan in Exempt Securities if the pre-notification process was completed for the first such investment. 7. Investment Transactions made by a person who serves on the Board of Directors of an Advisor and is not involved with the Advisory operations of such Advisor nor engages in the type of activities described under (1) (2) or (3) under the term Advisory Employee as defined in Appendix I. (b) SECURITIES EXEMPT FROM PRIOR NOTIFICATION Prior notification is not required for an Investment Transaction in an Exempt Security, as defined in Appendix I, E.G., U.S. Government securities, shares in registered open-end investment companies (i.e., mutual funds) and "high quality short-term debt instruments" (as defined in Appendix I). (c) FUTURES CONTRACTS EXEMPT FROM PRIOR NOTIFICATION Prior notification is not required for an Investment Transaction in the following Futures Contracts: 1. Currency futures. 2. U.S. Treasury futures. 3. Eurodollar futures. 4. Physical commodity futures (e.g., contracts for future delivery of grain, livestock, fiber or metals). 5. Futures contracts to acquire Fixed Income Securities issued by a U.S. Government agency, a foreign government, or an international or supranational agency. 6. Futures contracts on the Standard and Poor's 500 (S&P 500) or the Dow Jones Industrial Average stock indexes. 7. For Advisory Employees who are employed by BlackRock International, Ltd., futures contracts on the Financial Times Stock Exchange 100 (FTSE) Index. E. BAN ON SHORT- TERM TRADING PROFITS You may not profit from the purchase and sale, or the sale and purchase, within 60 calendar days, of the same Securities and/or Related Security. Any such short-term trade must 10 be reversed or unwound, or if that is not practical, the profits must be disgorged and distributed in a manner determined by the Compliance Committee. This short-term trading ban does not apply to Investment Transactions in Exempt Securities (as defined in Appendix I) or in Futures Contracts. This ban also does not apply to a purchase or sale in connection with a Transaction Exempt From Prior Notification (as described above in Section II.D.2.(a)), a transaction in a Fully Discretionary Account or a transaction exempt from the "blackout" periods pursuant to Section II.F.2 below. You are considered to profit from a short-term trade if Securities of which you have Beneficial Ownership (including Securities held by Immediate Family members) are sold for more than their purchase price, even though the Securities purchased and the Securities sold are held of record or beneficially by different persons or entities. F. BLACKOUT PERIODS Your ability to engage in certain Investment Transactions may be prohibited or restricted during the "blackout" periods described below: 1. SPECIFIC BLACKOUT PERIODS a. You may not purchase or sell a Security, a Related Security, or Futures Contract at a time when you intend or know of another's intention to purchase or sell that same Security, a Related Security, or Futures Contract, on behalf of an Advisory Client of any Advisor (the "Specific Knowledge Blackout Period"). b. In addition, if you are a Portfolio Employee, you may not purchase or sell a Security, a Related Security or a Futures Contract which you are actively considering or which you have actively considered and rejected for purchase or sale for an Advisory Client within the previous 15 calendar days (the " 15-Day Blackout Period") unless the Compliance Officer, after consultation with your supervisor, has approved your Investment Transaction.(9) c. Finally, if you are a PORTFOLIO MANAGER, you may not purchase or sell a Security, a Related Security, or Futures Contract within 7 CALENDAR DAYS before or after a transaction in that Security, a Related Security, or Futures Contract, by an Advisory Client for which you are responsible (the "7-Day Blackout Period"). - ---------- (9) SEC Rule 17j-1 places restrictions on the purchase or sale of any "security held or to be acquired" by a registered investment company. Rule 17j-1 (e)(6) defines a "security held or to be acquired" by a registered investment company as including any security which, within the most recent 15 days, "is being or has been considered by such company or its investment adviser for purchase by such company." 11 For Portfolio Employees or Portfolio Managers, the Compliance Officer will not give such notice until any applicable 15-Day Blackout Period or 7-Day Blackout Period has expired or any required approvals or exemptions have been obtained. An Investment Transaction that violates one of these Blackout restrictions must be reversed or unwound, or if that is not practical, the profits must be disgorged and distributed in a manner determined by the Compliance Committee. 2. EXEMPTIONS FROM BLACKOUT RESTRICTIONS The foregoing blackout period restrictions do not apply to Investment Transactions in: a. Exempt Securities, as defined in Appendix I. b. Securities of a company listed on the Standard & Poor's 100 (S & P 100) Index. c. A Futures Contract Exempt From Prior Notification under this Policy (as described above). d. A Fully Discretionary Account. e. With respect to Advisory Employees who are employed by BlackRock International, Ltd., securities of a company listed on the Financial Times Stock Exchange 100 (FTSE 100). III. INSIDE INFORMATION AND SERVICE AS A DIRECTOR A. INSIDE INFORMATION As an employee of a subsidiary of PNC, you must comply with the PNC Insider Trading Policy. A copy of that policy is included in Section E of the PNC Code of Ethics. In addition, as an Advisory Employee, you must notify the General Counsel of BlackRock if you receive or expect to receive material non-public information about an entity that issues securities. The General Counsel will determine the restrictions, if any, that will apply to your communications and activities while in possession of that information. In general, those restrictions will include: 1. An undertaking not to trade, either on your own behalf or on behalf of an Advisory Client, in the securities of the entity about which you have material non-public information. 2. An undertaking not to disclose material non-public information to other Advisory Employees. 3. An undertaking not to participate in discussions with or decisions by other Advisory Employees relating to the entity about which you have material non-public information. 12 The General Counsel, in cooperation with the Compliance Officer, will maintain a "restricted list" of entities about which Advisory Employees may have material non-public information. This "restricted list" will be available to the Compliance Officer when he or she conducts investigations or reviews related to the Prior Notification Procedure described previously in Section II(D)(1) or the Post-Trade Monitoring process described below in Section V(B)(3). B. SERVICE AS A DIRECTOR You may not serve on the board of directors or other governing board of any entity unless you have received the prior written approval of the General Counsel of PNC, to the extent such approval is required under the terms of the PNC Code of Ethics, and the General Counsel of BlackRock. If permitted to serve on a governing board, an Advisory Employee will be ISOLATED from those Advisory Employees who make investment decisions regarding the securities of that entity, through a "Chinese wall" or other procedures determined by the General Counsel of BlackRock. In general, the "Chinese wall" or other procedures will include: 1. An undertaking not to trade or to cause a trade on behalf of an Advisory Client in the securities of the entity on whose board you serve. 2. An undertaking not to disclose material non-public information about that entity to other Advisory Employees. 3. An undertaking not to participate in discussions with or decisions by other Advisory Employees relating to the entity on whose board you serve. Any entity on whose board an Advisory Employee serves will be included on the "restricted list" referenced in subsection A, above. IV. EXEMPTIONS The Compliance Committee, in its discretion, may grant case-by-case exceptions to any of the foregoing requirements, restrictions or prohibitions, except that the Compliance Committee may not exempt any Investment Transaction in a Security (other than an Exempt Security) or a Futures Contract from the Policy's reporting requirements. Exemptions from the Policy's prior notification requirements and from the Policy's restrictions on acquisitions in initial public offerings, short-term trading and trading during blackout periods will require a determination by the Compliance Committee that the exempted transaction does not involve a realistic possibility of violating the general principles described at the beginning of this Policy. An application for a case-by-case exemption, in accordance with this paragraph, should be made IN WRITING to the Compliance Officer, who will promptly forward that written request to the members of the Compliance Committee. 13 V. COMPLIANCE A. CERTIFICATIONS 1. UPON RECEIPT OF THIS POLICY Upon commencement of your employment or the effective date of this Policy, whichever occurs later, you will be required to acknowledge receipt of your copy of this Policy by completing and returning to the Compliance Officer a copy of the form attached hereto as Appendix II. By that acknowledgment, you will also agree: 1. To read the Policy, to make a reasonable effort to understand its provisions, and to ask the Compliance Officer questions about those provisions you find confusing or difficult to understand. 2. To comply with the Policy, including its general principles, its reporting requirements, its prohibitions, its prior notification requirements, its short-term trading and blackout restrictions. 3. To advise the members of your Immediate Family about the existence of the Policy, its applicability to their personal Investment Transactions, and your responsibility to assure that their personal Investment Transactions comply with the Policy. 4. To cooperate fully with any investigation or inquiry by or on behalf of the Compliance Officer or the Compliance Committee to determine your compliance with the provisions of the Policy. In addition, your acknowledgment will recognize that any failure to comply with the Policy and to honor the commitments made by your acknowledgment may result in disciplinary action, including dismissal. 2. ANNUAL CERTIFICATE OF COMPLIANCE You are required to certify on an annual basis, on a copy of the form attached hereto as Appendix III, that you have complied with each provision of your initial acknowledgment (see above). In particular, your annual certification will require that you certify that you have read and that you understand the Policy, that you recognize that you are subject to its provisions, that you complied with the requirements of the Policy during the year just ended, and that you have disclosed, reported, or caused to be reported all Investment Transactions required to be disclosed or reported pursuant to the requirements of the Policy and that you have disclosed, reported or caused to be reported all Personal Accounts and Related Accounts that hold or are likely to hold a Security or Futures Contract in which you have a Beneficial Ownership interest. In addition, you will be required to confirm the accuracy of the record of information on file with the Advisor with respect to such Personal Accounts and Related Accounts. 14 B. SUPERVISORY PROCEDURES 1. THE COMPLIANCE COMMITTEE The Policy will be implemented, monitored and reviewed by the Compliance Committee. The initial members of the Compliance Committee will be appointed by the management committee of BlackRock. The Compliance Committee, by a simple majority of its members, may appoint new members of the Committee, may replace existing members of the Committee, and may fill vacancies on the Committee. Among other responsibilities, the Compliance Committee will consider requests for case-by-case exemptions (described above) and will conduct investigations (described below) of any actual or suspected violations of the Policy. The Compliance Committee will determine what remedial actions, if any, should be taken by an Advisor in response to a violation of the Policy. The Compliance Committee will also provide reports (described below) regarding significant violations of the Policy and the procedures to implement the Policy. The Compliance Committee may recommend changes to those procedures or to the Policy to the management of the Advisors. Finally, the Compliance Committee will designate one person to act as Compliance Officer for all Advisors. 2. THE COMPLIANCE OFFICER The Compliance Officer designated by the Compliance Committee will be responsible for the day-to-day administration of the Policy for all Advisors, subject to the direction and control of the Compliance Committee. Based on information supplied by the management of each Advisor, the Compliance Officer will forward a copy of the Policy to each Advisory Employee subject to the Policy and will notify each such person of his or her designation as an Advisory Employee, Portfolio Employee or Portfolio Manager. The Compliance Officer will also be responsible for administration of the reporting and prior notification functions described in the Policy, and will maintain the reports required by those functions. In addition, the Compliance Officer will attempt to answer any questions from an Advisory Employee regarding the interpretation or administration of the Policy. When necessary or desirable, the Compliance Officer will consult with the Compliance Committee about such questions. The Compliance Officer may designate one or more Assistant Compliance Officers to whom the Compliance Officer may delegate any of the duties described in this paragraph or in the succeeding paragraph, and who shall be empowered to act on the Compliance Officer's behalf when the Compliance Officer is absent or unavailable. 3. POST-TRADE MONITORING AND INVESTIGATIONS The Compliance Officer will review the Duplicate Broker Reports and other information supplied for each Advisory Employee so that the Compliance Officer can detect and prevent potential violations of the Policy. This information may also be disclosed to the Advisor's auditors, attorneys and regulators. If, based on his or her review of information supplied for an Advisory Employee, or based on other information, the Compliance Officer suspects that the Policy may have been violated, the Compliance Officer will perform such investigations and make such inquiries as he or she considers necessary. You should expect that, as a matter of course, the Compliance Officer will make inquiries regarding any personal Investment 15 Transaction in a Security or Futures Contract that occurs on the same day as a transaction in the same Security or Futures Contract on behalf of an Advisory Client. If the Compliance Officer reaches a preliminary conclusion that an Advisory Employee may have violated this Policy, the Compliance Officer will report that preliminary conclusion in a timely manner to the Compliance Committee and will furnish to the Committee all information that relates to the Compliance Officer's preliminary conclusion. The Compliance Officer may also report his or her preliminary conclusion and the information relating to that preliminary conclusion to the Advisor's auditors, attorneys and regulators. Promptly after receiving the Compliance Officer's report of a possible violation of the Policy, the Compliance Committee, with the aid and assistance of the Compliance Officer, will conduct an appropriate investigation to determine whether the Policy has been violated and will determine what remedial action should be taken by the Advisor in response to any such violation(s). For purposes of these determinations, a majority of the Compliance Committee will constitute a quorum and action taken by a simple majority of that quorum will constitute action by the Committee. 4. REMEDIAL ACTIONS The remedial actions that may be recommended by the Compliance Committee may include, but are not limited to, disgorgement of profits, imposition of a fine, censure, demotion, suspension or dismissal. As part of any sanction, e.g., for violation of the Policy's restrictions on short-term trading or trading during blackout periods, you may be required to reverse or unwind a transaction and to forfeit any profit or to absorb any loss from the transaction. If an Investment Transaction may not be reversed or unwound, you may be required to disgorge any profits associated with the transaction, which profits will be distributed in a manner prescribed by the Compliance Committee in the exercise of its discretion. Profits derived from Investment Transactions in violation of this Policy may not be offset by any losses from Investment Transactions in violation of this Policy. Finally, evidence suggesting violations of criminal laws will be reported to the appropriate authorities, as required by applicable law. In determining what, if any, remedial action is appropriate in response to a violation of the Policy, the Compliance Committee will consider, among other factors, the gravity of your violation, the frequency of your violations, whether any violation caused harm or the potential of harm to any Advisory Client, whether you knew or should have known that your Investment Transaction violated the Policy, whether you engaged in an Investment Transaction with a view to making a profit on the anticipated market action of a transaction by an Advisory Client, your efforts to cooperate with the Compliance Officer's investigation, and your efforts to correct any conduct that led to a violation. In rare instances, the Compliance Committee may find that, for equitable reasons, no remedial action should be taken. 5. REPORTS OF VIOLATIONS REQUIRING SIGNIFICANT REMEDIAL ACTION In a timely manner, and not less frequently than annually, the Compliance Committee will report to the management committee of BlackRock, and to the directors or trustees of each investment company that is an Advisory Client, any known Policy violation requiring significant 16 remedial action (as defined below) and the disposition of that violation. For this purpose, a SIGNIFICANT REMEDIAL ACTION means any action that has a significant financial effect on the violator. Evidence suggesting violations of criminal laws will be reported to the appropriate authorities, as required by applicable law. 6. ANNUAL REPORTS The Compliance Committee will furnish an annual report to the management committee of BlackRock, and to the directors or trustees of each investment company that is an Advisory Client, that, at a minimum, will: 1. Summarize existing procedures and restrictions concerning personal investing by Advisory Employees and any changes in those procedures and restrictions that were made during the previous year; 2. Summarize any violations of the Policy that resulted in significant remedial action during the previous year; and 3. Describe any changes in existing procedures or restrictions that the Compliance Committee recommends based upon its experience under the Policy, evolving industry practices, or developments in applicable laws or regulations. VI. EFFECTIVE DATE The provisions of this Policy will take effect on October 1, 1998. Amendments to this Policy will take effect at the time such amendments are promulgated and distributed to the Advisory Employees governed by this Policy. 17 APPENDIX I DEFINITIONS OF CAPITALIZED TERMS The following definitions apply to the capitalized terms used in the Policy: ADVISOR The term "Advisor" means any entity affiliated with BlackRock, whether now in existence or formed after the date hereof, that is registered as (i) an investment advisor under the Investment Advisers Act of 1940, as amended, or (ii) a broker-dealer under the Securities Exchange Act of 1934, as amended, other than any such investment advisor or broker-dealer that has adopted its own employee investment transaction policy. ADVISORY CLIENT The term "Advisory Client" means a registered investment company, an institutional investment client, a personal trust or estate, a guardianship, an employee benefit trust, or another client with which the Advisor by which you are employed or with which you are associated has an investment management, advisory or sub-advisory contract or relationship. ADVISORY EMPLOYEE The term "Advisory Employee" means an officer, director, or employee of an Advisor, or any other person identified as a "control person" on the Form ADV or the Form BD filed by the Advisor with the U.S. Securities and Exchange Commission, (1) who, in connection with his or her regular functions or duties, generates, participates in, or obtains information regarding that Advisor's purchase or sale of a Security by or on behalf of an Advisory Client; (2) whose regular functions or duties relate to the making of any recommendations with respect to such purchases or sales; or (3) who obtains information or exercises influence concerning investment recommendations made to an Advisory Client of that Advisor or who has line oversight or management responsibilities over employees who obtain such information or who exercise such influence. BENEFICIAL OWNERSHIP As a GENERAL MATTER, you are considered to have a "Beneficial Ownership" interest in a Security or Futures Contract if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in that Security. YOU ARE PRESUMED TO HAVE A BENEFICIAL OWNERSHIP INTEREST IN ANY SECURITY OR FUTURES CONTRACT HELD, INDIVIDUALLY OR JOINTLY, BY YOU AND/OR BY A MEMBER OF YOUR IMMEDIATE FAMILY (AS DEFINED BELOW). In addition, unless specifically excepted by the Compliance Officer based on a showing that your interest or control is sufficiently attenuated to avoid the possibility of a conflict, you will be considered to have a Beneficial Ownership interest in a Security or Futures Contract held by: (1) a JOINT ACCOUNT to which you are a party, (2) a PARTNERSHIP in which you are a general partner, (3) a LIMITED LIABILITY COMPANY in which you are a manager-member, or (4) a TRUST in which you A-1 or a member of your Immediate Family has a vested interest. Although you may have a Beneficial Ownership interest in a Security or Futures Contract held in a Fully Discretionary Account (as defined below), the application of this Policy to such a Security or Futures Contract may be modified by the special exemptions provided for Fully Discretionary Accounts. As a TECHNICAL MATTER, the term "Beneficial Ownership" for purposes of this Policy will be interpreted in the same manner as it would be under SEC Rule 16a-1 (a)(2) in determining whether a person has beneficial ownership of a security for purposes of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder. BLACKROCK The term "BlackRock" means BlackRock, Inc. COMPLIANCE COMMITTEE The term "Compliance Committee" means the committee of persons who have responsibility for implementing, monitoring and reviewing the Policy, in accordance with Section V(B)(1) of the Policy. COMPLIANCE OFFICER The term "Compliance Officer" means the person designated by the Compliance Committee as responsible for the day-to-day administration of the Policy in accordance with Section V(B)(2) of the Policy. DUPLICATE BROKER REPORTS The term "Duplicate Broker Reports" means duplicate copies of confirmations of transactions in your Personal or Related Accounts and of periodic statements for those accounts. EXEMPT SECURITY The term "Exempt Security" means any Security (as defined below) not included within the definition of Security in SEC Rule 17j-1 (e)(5) under the Investment Company Act of 1940, as amended, including: 1. A direct obligation of the Government of the United States; 2. Shares of registered open-end investment companies; and 3. HIGH QUALITY SHORT-TERM DEBT INSTRUMENTS, including, but not limited to, bankers' acceptances, bank certificates of deposit, commercial paper and repurchase agreements. For these purposes, a "HIGH QUALITY SHORT-TERM DEBT INSTRUMENT" means any instrument having a maturity at issuance of less than 366 days and which is rated in one of the highest two rating A-2 categories by a Nationally Recognized Statistical Rating Organization, or which is unrated but is of comparable quality. 4. For Advisory Employees employed by BlackRock International, Ltd., shares of authorized unit trusts, open-ended investment companies (OEIC's) and direct obligations of the Government of the United Kingdom. FIXED INCOME SECURITIES For purposes of this Policy, the term "Fixed Income Securities" means fixed income Securities issued by agencies or instrumentalities of, or unconditionally guaranteed by, the Government of the United States, corporate debt Securities, mortgage-backed and other asset-backed Securities, fixed income Securities issued by state or local governments or the political subdivisions thereof, structured notes and loan participations, foreign government debt Securities, and debt Securities of international agencies or supranational agencies. For purposes of this Policy, the term "Fixed Income Securities" will not be interpreted to include U.S. Government Securities or any other Exempt Security (as defined above). FULLY DISCRETIONARY ACCOUNT The term "Fully Discretionary Account" means a Personal Account or Related Account (as defined below) managed or held by a broker-dealer, futures commission merchant, investment advisor or trustee as to which neither you nor an Immediate Family Member (as defined below): (a) exercises any investment discretion; (b) suggests or receives notice of transactions prior to their execution! and (c) otherwise has any direct or indirect influence or control. In addition, to qualify as a Fully Discretionary Account, the individual broker, registered representative or merchant responsible for that account must not be responsible for nor receive advance notice of any purchase or sale of a Security or Futures Contract on behalf of an Advisory Client. To qualify an account as a Fully Discretionary Account, the Compliance Officer must receive and approve a written notice, in the form attached hereto as Appendix VIII, that the account meets the foregoing qualifications as a Fully Discretionary Account. FUTURES CONTRACT The term "Futures Contract" includes (a) a futures contract and an option on a futures contract traded on a U.S. or foreign board of trade, such as the Chicago Board of Trade, the Chicago Mercantile Exchange, the New York Mercantile Exchange, or the London International Financial Futures Exchange (a "Publicly-Traded Futures Contract"), as well as (b) a forward contract, a "swap", a "cap", a "collar", a "floor" and an over-the-counter option (other than an option on a foreign currency, an option on a basket of currencies, an option on a Security or an option on an index of Securities, which fall within the definition of "Security") (a "Privately-Traded Futures Contract"). You should consult with the Compliance Officer if you have any doubt about whether a particular Investment Transaction you contemplate involves a Futures Contract. For purposes of this definition, a Publicly-Traded Futures Contract is defined by its expiration month, i.e., a Publicly-Traded Futures Contract on a U.S. Treasury Bond that expires A-3 in June is treated as a separate Publicly-Traded Futures Contract, when compared to a Publicly-Traded Futures Contract on a U.S. Treasury Bond that expires in July. IMMEDIATE FAMILY The term "Immediate Family" means any of the following persons who reside in your household or who depend on you for basic living support: your spouse, any child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including any adoptive relationships. INVESTMENT TRANSACTION For purposes of this Policy, the term "Investment Transaction" means any transaction in a Security or Futures Contract in which you have, or by reason of the transaction will acquire, a Beneficial Ownership interest. The exercise of an option to acquire a Security or Futures Contract is an Investment Transaction in that Security or Futures Contract. PERSONAL ACCOUNT The term "Personal Account" means the following accounts that hold or are likely to hold a Security or Futures Contract in which you have a Beneficial Ownership interest: - any account in your individual name; - any joint or tenant-in-common account in which you have an interest or are a participant; - any account for which you act as trustee, executor, or custodian; and - any account over which you have investment discretion or have the power (whether or not exercised) to direct the acquisition or disposition of Securities or Futures Contracts (other than an Advisory Client's account that you manage or over which you have investment discretion), including the accounts of any individual or entity that is managed or controlled directly or indirectly by or through you. There is a presumption that you can control accounts held by members of your Immediate Family sharing the same household. This presumption may be rebutted only by convincing evidence. POLICY The term "Policy" means this Employee Investment Transaction Policy. A-4 PORTFOLIO EMPLOYEE The term "Portfolio Employee" means a Portfolio Manager or an Advisory Employee who provides information or advice to a Portfolio Manager, who helps execute a Portfolio Manager's decisions, or who directly supervises a Portfolio Manager. PORTFOLIO MANAGER The term "Portfolio Manager" means any employee of an Advisor who has the authority, whether sole or shared or only from time to time, to make investment decisions or to direct trades affecting an Advisory Client. RELATED ACCOUNT The term "Related Account" means any account, other than a Personal Account, that holds a Security or Futures Contract in which you have a direct or indirect Beneficial Ownership interest (other than an account over which you have no investment discretion and cannot otherwise exercise control) and any account (other than an Advisory Client's account) of any individual or entity to whom you give advice or make recommendations with regard to the acquisition or disposition of Securities or Futures Contracts (whether or not such advice is acted upon). RELATED SECURITY The term "Related Security" means, as to any Security, any instrument related in value to that Security, including, but not limited to, any option or warrant to purchase or sell that Security, and any Security convertible into or exchangeable for that Security. For example, the purchase and exercise of an option to acquire a Security is subject to the same restrictions that would apply to the purchase of the Security itself. SECURITY As a GENERAL MATTER, the term "Security" means any stock, note, bond, debenture or other evidence of indebtedness (including any loan participation or assignment), limited partnership interest, or investment contract, OTHER THAN AN EXEMPT SECURITY (as defined above). The term "Security" includes an OPTION on a Security, an index of Securities, a currency or a basket of currencies, including such an option traded on the Chicago Board of Options Exchange or on the New York, American, Pacific or Philadelphia Stock Exchanges as well as such an option traded in the over-the-counter market. The term "Security" does not include a physical commodity or a Futures Contract. The term "Security" may include an interest in a limited liability company (LLC) or in a private investment fund. As a TECHNICAL MATTER, the term "Security" has the meaning set forth in Section 2(a)(36) of the Investment Company Act of 1940, which defines a Security to mean: A-5 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 instrument commonly known as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, warrant or right to subscribe to or purchase any of the foregoing, EXCEPT THAT the term "Security" does not include any Security that is an Exempt Security (as defined above), a Futures Contract (as defined above), or a physical commodity (such as foreign exchange or a precious metal). A-6 APPENDIX II ACKNOWLEDGMENT OF RECEIPT OF THE POLICY To: _________________________________ Compliance Officer I hereby acknowledge that I have received the Employee Investment Transaction Policy (the "Policy").(1) I hereby agree: 1. To read the Policy, to make a reasonable effort to understand its provisions, and to ask questions about those provisions I find confusing or difficult to understand. 2. To comply with the Policy, including its general principles, its reporting requirements, its prior notification requirements, its prohibitions, its short-term trading and blackout restrictions, and its provisions regarding insider trading and service as a director. 3. To advise the members of my Immediate Family about the existence of the Policy, its applicability to their personal Investment Transactions, and my responsibility to assure that their personal Investment Transactions comply with the Policy. 4. To cooperate fully with any investigation or inquiry by or on behalf of the Compliance Officer or the Compliance Committee to determine my compliance with the provisions of the Policy. I recognize that any failure to comply with the Policy and to honor the commitments made in this acknowledgment may result in disciplinary action, including dismissal. Date: ______________________________ ___________________________________ Signature ___________________________________ Print Name - ---------- (1) The Policy uses various capitalized terms, which are defined in Appendix I to the Policy. The capitalized terms used in this acknowledgment have the same definitions. APPENDIX III ANNUAL CERTIFICATION OF COMPLIANCE WITH THE POLICY To: _________________________________ Compliance Officer I hereby certify that I have complied with the Employee Investment Transaction Policy (the "Policy") that applied to me during the year ended December 31, 199-.(1) In addition, I hereby certify that: 1. I have read the Policy, have made a reasonable effort to understand its provisions, and have had the opportunity to ask questions about those provisions I may have found confusing or difficult to understand. 2. I am subject to the Policy. 3. I have complied with the Policy, including its general principles, its reporting requirements, its prohibitions, its prior notification requirements, its short-term trading and blackout restrictions, and its provisions regarding insider trading and service as a director, during the year ended December 31, 199_. 4. I have disclosed, reported, or caused to be reported all Investment Transactions required to be disclosed or reported under the Policy. 5. I have disclosed, reported or caused to be reported all Personal Accounts and Related Accounts that hold or are likely to hold a Security or Futures Contract in which I have a Beneficial Ownership interest. I confirm that the attached Report of Accounts is an accurate record of all my Personal Accounts and Related Accounts that hold or are likely to hold a Security or Futures Contract in which I have a Beneficial Ownership interest. I acknowledge that I must cooperate fully with any investigation or inquiry by or on behalf of the Compliance Officer or the Compliance Committee to determine my compliance with the provisions of the Policy, and I recognize that any failure to comply with the Policy and any false statement in this certification may result in disciplinary action, including dismissal. Date: ______________________________ ___________________________________ Signature ___________________________________ Print Name - ---------- (1) The Policy uses various capitalized terms, which are defined in Appendix I to the Policy. The capitalized terms used in this certification have the same definitions. APPENDIX IV INITIAL REPORT OF ACCOUNTS To:________________________ ______________________________ Compliance Officer Name of Company From:______________________ ______________________________ Employee Name Employee Title In accordance with the Employee Investment Transaction Policy (the "Policy") to which I am subject, I have attached to this form copies of the most recent statements for each and every Personal Account and Related Account, including Fully Discretionary Accounts, that holds or is likely to hold a Security or Futures Contract in which I have a Beneficial Ownership interest, as well as copies of confirmations for any and all transactions subsequent to the effective dates of those statements.(1) In addition, I hereby supply the following information for each and every Personal Account and Related Account in which I have a Beneficial Ownership interest for which I cannot supply the most recent account statement: (1) The person in whose name the account is held ______________________________ (if different from mine): The relationship of that person to me: ______________________________ (2) Name of the firm (e.g. securities broker-dealer or futures commission merchant) at which the account is maintained: ___________________________________________ Address of that firm: ______________________________ ______________________________ ______________________________ The account number at that firm: ______________________________ (3) Name of the representative responsible for that account: ___________________________________________ His or her telephone number: ______________________________ - ---------- (1) The Policy uses various capitalized terms, which are defined in Appendix I to the Policy. The capitalized terms used in this certification have the same definitions. (4) Account holdings:
Identity of Security or Futures Contract Quantity Value Valuation Date ---------------------------------------- -------- ----- -------------- (a) ------------------------------------------------- ---------------- ---------------- ---------------- (b) ------------------------------------------------- ---------------- ---------------- ---------------- (c) ------------------------------------------------- ---------------- ---------------- ---------------- (d) ------------------------------------------------- ---------------- ---------------- ----------------
I also supply the following information for each and every Security or Futures Contract in which I have a Beneficial Ownership interest, to the extent this information is not available elsewhere on this form or from the statements and confirmations attached to this form:
Person Who Owns the Description of the Security or Futures Security or Futures Valuation Contract Contract Quantity Value Date Custodian -------- -------- -------- ----- ---- --------- (a) -------------------------- ------------------------- ----------- --------- ------------- ------------- (b) -------------------------- ------------------------- ----------- --------- ------------- ------------- (c) -------------------------- ------------------------- ----------- --------- ------------- ------------- (d) -------------------------- ------------------------- ----------- --------- ------------- ------------- (e) -------------------------- ------------------------- ----------- --------- ------------- ------------- (f) -------------------------- ------------------------- ----------- --------- ------------- -------------
(Attach additional sheets if necessary) I hereby certify that this form and the documents attached hereto (if any) identify all of the Securities and Futures Contracts in which I have a Beneficial Ownership interest as of this date. Date: ______________________________ ___________________________________ Signature ___________________________________ Print Name Attachments APPENDIX V - A (FOR PERSONS NOT ASSOCIATED WITH PROVIDENT ADVISERS) Request For Duplicate Broker Reports ---------- Date To: --------------------------------------------------------- Broker-Dealer Or Futures Commission Merchant --------------------------------------------------------- Address --------------------------------------------------------- City, State and Zip Code In accordance with the Employee Investment Transaction Policy to which I am subject, I hereby request that you send to the following Compliance Officer duplicate copies of confirmations of all transactions in my accounts with your firm and duplicate copies of all periodic reports for those accounts: ----------------------------------------------------- Compliance Officer ----------------------------------------------------- Name Of Company ----------------------------------------------------- Address ----------------------------------------------------- City, State and Zip Code According to my records, duplicate copies of confirmations and periodic reports should be supplied for the following accounts: ------------------------------------------------------ Account No. ------------------------------------------------------ Account No. ------------------------------------------------------ Account No. I will notify you if my address or if the name or address of the Compliance Officer changes. Please note that I am not permitted to purchase initial public offerings under the Policy. Thank you. Sincerely, -------------------------- Print Name Under Signature cc: -------------------------- Compliance Officer APPENDIX V - B (FOR PERSONS ASSOCIATED WITH PROVIDENT ADVISERS) REQUEST FOR DUPLICATE BROKER REPORTS ---------- Date To: --------------------------------------------------------- Broker-Dealer Or Futures Commission Merchant --------------------------------------------------------- Address --------------------------------------------------------- City, State and Zip Code In accordance with the Employee Investment Transaction Policy to which I am subject, I hereby request that you send to the following Compliance Officer duplicate copies of confirmations of all transactions in my accounts with your firm and duplicate copies of all periodic reports for those accounts: ----------------------------------------------------- Compliance Officer ----------------------------------------------------- Name Of Company ----------------------------------------------------- Address ----------------------------------------------------- City, State and Zip Code According to my records, duplicate copies of confirmations and periodic reports should be supplied for the following accounts: ------------------------------------------------------ Account No. ------------------------------------------------------ Account No. ------------------------------------------------------ Account No. I will notify you if my address or if the name or address of the Compliance Officer changes. Please note that I am associated and registered with Provident Advisers, Inc. a broker dealer and NASD member firm. Thank you. Sincerely, -------------------------- Print Name Under Signature cc: -------------------------- Compliance Officer APPENDIX VI INVESTMENT TRANSACTION PRIOR NOTIFICATION FORM This form must be submitted to the Compliance Officer before executing any Investment Transaction for which prior notification is required under the Employee Investment Transaction Policy (the "Policy"). Before completing this form you should review the Policy, including the terms defined in the Policy. The capitalized terms used in this from are governed by those definitions. In addition, the Policy provides information regarding your prior notification obligations under the Policy, and information regarding the Transactions, Securities and Futures Contracts that are exempt from the Policy's prior notification requirement.(1) No Investment Transaction subject to prior notification may be effected prior to receipt of notice by the Compliance Officer that the prior notification process has been completed. Unless otherwise specified, an Investment Transaction requiring prior notification must be placed and executed by the end of trading in New York City on the day of notice from the Compliance Officer. If a proposed Investment Transaction is not executed (with the exception of a limit order) within the time specified, you must repeat the prior notification process before executing the transaction. A notice from the Compliance Officer is no longer effective if you discover, prior to executing your Investment Transaction, that the information on this form is no longer accurate or if the Compliance Officer revokes his or her notice for any other reason. (1) Your name: ----------------------------------------------------------------------------- Transaction 1 Transaction 2 Transaction 3 ---------------------- -------------------------- --------------------------- (2) If the Investment Transaction will be in someone else's name or in the name of a trust, the name of that person of trust: ---------------------- -------------------------- --------------------------- The relationship of that person or trust to you: ---------------------- -------------------------- --------------------------- (3) Name of the firm ( E.G., securities broker-dealer, futures commission merchant) through which the Investment Transaction will be executed: ---------------------- -------------------------- --------------------------- The relevant account number at that firm: ---------------------- -------------------------- --------------------------- (4) Issuer of the Security or identity of the Futures Contract for which prior notification is being given: ---------------------- -------------------------- --------------------------- The relevant CUSIP number or call symbol: ---------------------- -------------------------- --------------------------- (5) The maximum number of shares, units or contracts for which prior notification is being given, or the market value or face amount of the Securities for which prior notification is being given: ---------------------- -------------------------- --------------------------- (5) The type of Investment Transaction for ___ Purchase ___ Purchase ___ Purchase which prior notification is being given (check all that apply): ___ Sale ___ Sale ___ Sale ___ Market Order ___ Market Order ___ Market Order ___ Limit Order ___ Limit Order ___ Limit Order Price of Limit Price of Limit Price of Limit Order:_______ Order:_______ Order:_______
- ---------- (1) Unless an exemption applies, prior notification is required for any Investment Transaction in Securities, Related Securities or Futures Contract in a Personal Account or a Related Account, or in which you otherwise have or will acquire a Beneficial Ownership Interest. PLEASE ANSWER THE FOLLOWING QUESTIONS TO THE BEST OF YOUR KNOWLEDGE AND BELIEF. (a) Do you possess material nonpublic information regarding the Security or Futures Contract identified above or regarding the issuer of this Security? _____ Yes _____ No _____ Yes _____ No _____ Yes _____ No (b) Are you aware of a pending buy or sell order on behalf of an Advisory Client for the Security or Futures Contract identified above or for a Security for which the Security identified above is a Related Security? _____ Yes _____ No _____ Yes _____ No _____ Yes _____ No (c) Do you intend or do you know of another's intention to purchase or sell the Security or Futures Contract identified above, or a Security for which the Security identified above is a Related Security, on behalf of an Advisory Client? _____ Yes _____ No _____ Yes _____ No _____ Yes _____ No (d) If you are a Portfolio Employee, are you actively considering or have you actively considered and rejected for purchase or sale for an Advisory Client, within the most recent 15 calendar days, the Security or Futures Contract identified above or a Security for which the Security identified above is a Related Security? (Note: the purchase, sale, or rejection of an opportunity to purchase or sell the Security or Futures Contract for an Advisory Client would require an affirmative response to this question.) _____ Yes _____ No _____ Yes _____ No _____ Yes _____ No (e) If you are a Portfolio Manager, has an Advisory Client for which you are responsible purchased or sold, within the most recent 7 calendar days, the Security or Futures Contract identified above or a Security for which the Security identified above is a Related Security? _____ Yes _____ No _____ Yes _____ No _____ Yes _____ No f) Is the Security being acquired in an initial public offering?(2) _____ Yes _____ No _____ Yes _____ No _____ Yes _____ No (g) If you are a Portfolio Employee, are you acquiring or did you acquire Beneficial Ownership of the Security in private placements(3) _____ Yes _____ No _____ Yes _____ No _____ Yes _____ No (h) Have you purchased or sold the same Securities and/or Related Security or have you acquired or disposed of a Beneficial Ownership Interest in the same and/or Related Securities, within the past 60 calendar days?(4) _____ Yes _____ No _____ Yes _____ No _____ Yes _____ No
BY EXECUTING THIS FORM, YOU HEREBY CERTIFY THAT YOU HAVE REVIEWED THE EMPLOYEE INVESTMENT TRANSACTION POLICY AND BELIEVE THAT THE INVESTMENT TRANSACTION FOR WHICH YOU ARE GIVING PRIOR NOTIFICATION COMPLIES WITH THE GENERAL PRINCIPLES AND THE SPECIFIC REQUIREMENTS OF THE POLICY. - ---------- (2) Under the Policy, Portfolio Employees are generally not permitted to acquire Securities in an initial public offering. (3) The Policy applies special rules to the acquisition of Securities through a private placement and to the disposition of Securities acquired through a private placement. (4) Under the Policy, you may not profit from short-term trades in Securities. This rule does not apply to transactions in Exempt Securities, open-end mutual fund shares, or Futures Contracts or to investments held in Fully Discretionary Accounts. ---------------------------------------------------- Employee Signature ---------------------------------------------------- Print or Type Name ---------------------------------------------------- Date Submitted The prior notification process _____ Yes _____ No _____ Yes _____ No _____ Yes _____ No for the Investment Transaction(s) described above has been completed.
---------------------------------------------------- Compliance Officer ---------------------------------------------------- Date and Time of Notice APPENDIX VII FULLY DISCRETIONARY ACCOUNT FORM LETTER TO BROKER-DEALER OR FUTURES COMMISSION MERCHANT ---------------- Date - --------------------------------------------------- (Representative) - --------------------------------------------------- (Broker-Dealer Or Futures Commission Merchant) - --------------------------------------------------- (Address) - --------------------------------------------------- (City, State and Zip Code) Dear _____________________: We understand that ______________________ (employee or persons related to employee) seeks to establish a Fully Discretionary Account with your firm. ________________ (employee) is an Advisory Employee of __________________ (Company) and, as such, must observe an Employee Investment Transaction Policy ("Policy") that imposes certain reporting obligations and various restrictions on investments made by its Advisory Employees. Transactions in a Fully Discretionary Account are exempt from the Policy's reporting obligations and from most of the Policy's restrictions. TWO OF THE RESTRICTIONS THAT CONTINUE TO APPLY, EVEN TO FULLY DISCRETIONARY ACCOUNTS, ARE THE POLICY'S RESTRICTIONS ON ACQUISITIONS OF SECURITIES IN INITIAL PUBLIC OFFERINGS AND THROUGH PRIVATE PLACEMENTS. IN ADDITION, NO INVESTMENT IN A FULLY DISCRETIONARY ACCOUNT SHOULD BE MADE IN SECURITIES ISSUED, SPONSORED OR MANAGED BY _____________ (COMPANY), ITS PARENTS, SUBSIDIARIES OR AFFILIATES, INCLUDING PNC BANK CORP., BLACKROCK, INC., ANY INVESTMENT ADVISORY COMPANY OR BROKER-DEALER AFFILIATED WITH BLACKROCK, INC., OR ANTHRACITE CAPITAL, INC. To qualify any account that ______________ (employee) establishes with your firm as a Fully Discretionary Account, you must complete and return to me the form I have enclosed. Please let me know if you have any questions about any of these matters. Sincerely yours, ---------------------------------- (Compliance Officer) Enclosure cc: -------------------------------- (Employee) FORM TO BE EXECUTED BY BROKER-DEALER OR FUTURES COMMISSION MERCHANT To: ----------------------------------- (Compliance Officer) ----------------------------------- (Company) REPRESENTATIONS REGARDING FULLY DISCRETIONARY ACCOUNT I, ___________________________, a representative of _______________________ (broker-dealer or futures commission merchant), hereby represent and confirm that: 1. I understand that _________________ (customer) is an Advisory Employee of (Company) and, as such, must observe an Employee Investment Transaction Policy ("Policy") that imposes certain reporting obligations and various restrictions on investments made by its Advisory Employees. 2. I understand that the Policy exempts transactions in a Fully Discretionary Account from those reporting obligations and from most of those restrictions. 3. I also understand that a Fully Discretionary Account must meet certain qualifications, and that I am being asked to make the following representations to determine whether the account(s) ___________ (customer) seeks to establish with our firm meet those qualifications. 4. As to the following listed accounts to be managed or held by our firm, neither _________ (customer) nor a member of his or her Immediate Family: a. Exercises or will exercise any investment discretion; b. Suggests or receives, or will suggest or receive, notice of transactions prior to their execution; and c. Otherwise has or will have any direct or indirect influence or control over the transactions in that/those account(s). ------------------------------------------- Account No. ------------------------------------------- Account No. ------------------------------------------- Account No. 5. I am not responsible for and I have not received nor do I expect to receive advance notice of any purchase or sale of a Security or Futures Contract on behalf of an Advisory Client of your firm. 6. No Securities will be acquired for any account referenced above through an initial public offering or private placement. 7. In addition, our firm will not acquire, for any account referenced above, securities that were issued by PNC Bank Corp. or any interest in a closed-end fund or real estate investment trust managed by BlackRock, Inc., an investment advisory company or broker-dealer affiliated with BlackRock, Inc., or Anthracite Capital, Inc. 8. I will notify you if any of the representations above is no longer accurate. ---------------------------------------------- (Name) ---------------------------------------------- - ------------------------- (Broker-Dealer or Futures Commission Merchant) Date EX-99.B(P)(5) 10 ex-99_bp5.txt EXHIBIT 99.B(P)(5) CODE OF CONDUCT All of us within the Capital organization are responsible for maintaining the very highest ethical standards when conducting business. In keeping with these standards, we must never allow our own interests to be placed ahead of our shareholders' and clients' interests. Over the years we have earned a reputation for the highest integrity. Regardless of lesser standards that may be followed through business or community custom, we must observe exemplary standards of honesty and integrity. REPORTING VIOLATIONS If you know of any violation of our Code of Conduct, you have a responsibility to report it. Deviations from controls or procedures that safeguard the company, including the assets of shareholders and clients, should also be reported. You can report confidentially to: - Your manager or department head - CGC Audit Committee: Wally Stern -- Chairman Donnalisa Barnum David Beevers Jim Brown Larry P. Clemmensen Roberta Conroy Bill Hurt -- (emeritus) Sonny Kamm Mike Kerr Victor Kohn John McLaughlin Don O'Neal Tom Rowland John Smet Antonio Vegezzi Shaw Wagener Kelly Webb - Mike Downer or any other lawyer in the CGC Legal Group - Don Wolfe of Deloitte & Touche LLP (CGC's auditors). CGC GIFTS POLICY -- CONFLICTS OF INTEREST A conflict of interest occurs when the private interests of associates interfere or could potentially interfere with their responsibilities at work. Associates must not place themselves or the company in a position of actual or potential conflict. Associates may not accept gifts worth more than $100, excessive business entertainment, loans, or anything else involving personal gain from those who conduct business with the company. In addition, a business entertainment event exceeding $200 in value should not be accepted unless the associate receives permission from the Gifts Policy Committee. REPORTING -- Although the limitations on accepting gifts applies to ALL associates as described above, some associates will be asked to fill out quarterly reports. If you receive a reporting form, you must report any gift exceeding $50 (although it is recommended that you report ALL gifts received) and business entertainment in which an event exceeds $75. GIFTS POLICY COMMITTEE The Gifts Policy Committee oversees administration of and compliance with the Policy. INSIDER TRADING Antifraud provisions of the federal securities laws generally prohibit persons while in possession of material nonpublic information from trading on or communicating the information to others. Sanctions for violations can include civil injunctions, permanent bars from the securities industry, civil penalties up to three times the profits made or losses avoided, criminal fines and jail sentences. While investment research analysts are most likely to come in contact with material nonpublic information, the rules (and sanctions) in this area apply to all CGC associates and extend to activities both within and outside each associate's duties. PERSONAL INVESTING POLICY As an associate of the Capital Group companies, you may have access to confidential information. This places you in a position of special trust. You are associated with a group of companies that is responsible for the management of many billions of dollars belonging to mutual fund shareholders and other clients. The law, ethics and our own policy place a heavy burden on all of us to ensure that the highest standards of honesty and integrity are maintained at all times. There are several rules that must be followed to avoid possible conflicts of interest in personal securities transactions. ALL ASSOCIATES Information regarding proposed or partially completed plans by CGC companies to buy or sell specific securities must not be divulged to outsiders. Favors or preferential treatment from stockbrokers may not be accepted. Associates may not subscribe to ANY initial public offering or any other securities offering that is subject to allocation (so called "hot issues"). Generally, this prohibition applies to spouses of associates and any family member residing in the same household. However, an associate may request that the Personal Investing Committee consider granting an exception. PLEASE NOTE THAT ANY INVESTMENTS IN PRIVATE PLACEMENTS THAT ARE NOT PROHIBITED AS DESCRIBED ABOVE MUST BE PRE-CLEARED. COVERED PERSONS Associates who have access to investment information in connection with their regular duties are generally considered "covered persons." If you receive a quarterly personal securities transactions report form, you are a covered person. A DETAILED DESCRIPTION OF THE PERSONAL INVESTING POLICY CAN BE FOUND AT THE CGC WEB HOME PAGE. You should take the time to review this policy, as ongoing interpretations of the policy will be explained therein. Covered persons must conduct their personal securities transactions in such a way that they do not conflict with the interests of the funds and client accounts. This policy also includes securities transactions of family members living in the covered person's household and any trust or custodianship for which the associate is trustee or custodian. A conflict may occur if you, a family member in the same household, a trust or custodianship for which you are trustee or custodian have a transaction in a security when the funds or client accounts are considering or concluding a transaction in the same security. Additional rules apply to "investment personnel" including portfolio counselors/managers, research analysts, traders, and investment administration personnel (see below). PRE-CLEARANCE OF SECURITIES TRANSACTIONS Before buying or selling securities, covered persons should find out if the purchase or sale of a particular security would involve a conflict of interest. This involves checking with the CGC Legal Group based in LAO by calling (phone number). (You will generally receive a response within one business day.) Unless a shorter period is specified, clearance is good for two trading days (including the day you check). If you have not executed your transaction within this period, you must again pre-clear your transaction. Covered persons must PROMPTLY submit quarterly reports of certain transactions. Transactions of securities (including fixed-income securities) or options (see below) must be pre-cleared as described above and reported except for: gifts or bequests of securities (although receipt of securities as a gift must be reported and pre-clearance and reporting are required if these securities are later sold); open-end investment companies (mutual funds); shares of CGC Stock; money market instruments with maturities of one year or less; direct obligations of the U.S. Government, bankers' acceptances, CDs or other commercial paper; commodities; and options or futures on broad-based indices. Covered persons must also report transactions made by family members in their household and by those for which they are a trustee or custodian AND MUST BE SUBMITTED BY THE DATE INDICATED ON THE FORM. In addition, the following transactions must be reported but need not have been pre-cleared: transactions in debt instruments rated "A" or above by at least one national rating service; sales pursuant to tender offers; and dividend reinvestment plan purchases (provided the purchase pursuant to such plan is made with dividend proceeds only). PERSONAL INVESTING SHOULD BE VIEWED AS A PRIVILEGE, NOT A RIGHT. AS SUCH, LIMITATIONS MAY BE PLACED ON THE NUMBER OF PRE-CLEARANCES AND/OR TRANSACTIONS AS DEEMED APPROPRIATE BY THE PERSONAL INVESTING COMMITTEE. BROKERAGE ACCOUNTS Covered persons should inform their stockbrokers that they are employed by an investment adviser, trust company or affiliate of either. The broker is subject to certain rules designed to prevent favoritism toward such accounts. Associates may not accept negotiated commission rates which they believe may be more favorable than the broker grants to accounts with similar characteristics. In addition, covered persons must direct their brokers to send duplicate confirmations and copies of all periodic statements on a timely basis to The Legal Group of The Capital Group Companies, Inc. ALL DOCUMENTS RECEIVED ARE KEPT STRICTLY CONFIDENTIAL. [If extraneous information is included on an associate's statements (E.G., checking account information or other information that is not subject to the policy), the associate might want to establish a separate account solely for transactions subject to the policy.] ANNUAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS Covered persons will be required to disclose all personal securities holdings upon commencement of employment (or upon becoming a covered person) and thereafter on an annual basis. Reporting forms will be supplied for this purpose. ANNUAL RECERTIFICATION All access persons will be required to certify annually that they have read and understood the Personal Investing Policy and recognize that they are subject thereto. ADDITIONAL RULES FOR INVESTMENT PERSONNEL DISCLOSURE OF OWNERSHIP OF RECOMMENDED SECURITIES -- Ownership of securities that are held professionally as well as personally will be reviewed on a periodic basis by the Legal Group and may also be reviewed by the applicable Management Committee and/or Investment Committee or Subcommittee. In addition, to the extent that disclosure has not already been made by the Legal Group to the applicable Management Committee and/or Investment Committee or Subcommittee, any associate who is in a position to recommend the purchase or sale of securities by the fund or client accounts that s/he personally owns should FIRST disclose such ownership either in writing (in a company write-up) or orally (when discussing the company at investment meetings) prior to making a recommendation.(1) BLACKOUT PERIOD - Portfolio counselors/managers and research analysts may not buy or sell a security within at least seven calendar days before and after A FUND OR CLIENT ACCOUNT THAT HIS OR HER COMPANY MANAGES transacts in that security. Profits resulting from transactions occurring within this time period are subject to special review and may be subject to disgorgement. BAN ON SHORT-TERM TRADING PROFITS -- Investment personnel are prohibited from profiting from the purchase and sale or sale and purchase of the same (or equivalent) securities within 60 days. THIS RESTRICTION APPLIES TO THE PURCHASE OF AN OPTION AND THE EXERCISE OF THE OPTION WITHIN 60 DAYS. SERVICE AS A DIRECTOR -- Investment personnel must obtain prior authorization of the investment committee of the appropriate management company BEFORE SERVING ON THE BOARD OF DIRECTORS OF PUBLICLY TRADED COMPANIES. This can be arranged by calling the LAO Legal Group. PERSONAL INVESTING POLICY COMMITTEE Any questions or hardships that result from these policies or requests for exceptions should be referred to CGC's Personal Investing Poilicy Committee by calling the LAO Legal Group. - -------- (1) Note that this disclosure requirement is consistent with both AIMR standards as well as the ICI Advisory Group Guidelines. EX-99.B(P)(6) 11 ex-99_bp6.txt EXHIBIT 99.B(P)(6) EXTRACT FROM CREDIT SUISSE ASSET MANAGEMENT LTD'S COMPLIANCE MANUAL (MARCH 2000). EMPLOYEE SECURITIES TRANSACTIONS POLICY ("PA DEALING") INTRODUCTION In order to satisfy legal requirements and protect the reputation of the firm and its Employees, CSAM has implemented an Employee Securities Dealing Policy (the "POLICY"). As a matter of good business practice, it is essential that CSAM maintains the trust and confidence of its clients. Even the suspicion or appearance of a misuse of CSAM's market position, research capacity, or of a client's confidential information must be avoided. In conducting personal investment activities, all Covered Persons (as defined below) are required to act consistent with the following general fiduciary principles: - - the interests of CSAM clients must always be placed first; - - all personal securities transactions must be conducted in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual's position of trust and responsibility; and - - Covered Persons must not take inappropriate advantage of their positions. CSAM has a separate policy and procedures designed to detect and prevent insider trading, which should be read together with this Policy. Nothing contained in this Policy should be interpreted as relieving any Covered Person from acting in accordance with any applicable law, rule or regulation or any other statement of policy or procedure adopted by CSAM or any Covered Fund. APPLICABILITY This Policy establishes rules of conduct for "Covered Persons" (as defined below) and each registered investment company that adopts this Policy ("COVERED FUND") (CSAM and the Covered Funds are collectively referred to as the "COVERED COMPANIES"). For the purposes of this Policy the following definitions apply: - - EMPLOYEE includes full-time consultants and long-term temporary employees. - - COVERED PERSON - - any Employee and any natural person in a control relationship to CSAML. - - any director, trustee or officer of a Covered Fund, whether or not such person is an Employee. - - SECURITY shall include any option or other derivative interest relating to the security. - - COVERED ACCOUNT includes any securities dealing account in which an Employee has Beneficial Ownership. - - BANK OR BROKER includes any bank or broker which an Employee uses to deal on a Covered Account. - - BENEFICIAL OWNERSHIP is to be interpreted by reference to Rule 16a-1(a)(2) under the US Securities Exchange Act of 1934 ("RULE"). Under the Rule, a person is generally deemed to have Beneficial Ownership of securities if the person (directly or indirectly), through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the securities. The term "PECUNIARY INTEREST" is generally defined in the Rule to mean the opportunity (directly or indirectly) to profit or share in any profit derived from a transaction in the securities. A person is deemed to have an "INDIRECT PECUNIARY INTEREST" within the meaning of the Rule: - - in any securities held by members of the person's immediate family sharing the same household; the term "IMMEDIATE FAMILY" includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, as well as adoptive relationships; - - a general partner's proportionate interest in the portfolio securities held by a general or limited partnership; - - a person's right to dividends that is separated or separable from the underlying securities; - - a person's interest in certain trusts; and - - a person's right to acquire equity securities through the exercise or conversion of any derivative security, whether or not presently exercisable. The term "DERIVATIVE SECURITY" is defined as any option, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege at a price related to an equity security (or similar securities) with a value derived from the value of an equity security. For purposes of the Rule, a person who is a shareholder of a corporation or similar entity is NOT deemed to have a pecuniary interest in portfolio securities held by the corporation or entity, so long as the shareholder is not a controlling shareholder of the corporation or the entity and does not have or share investment control over the corporation's or the entity's portfolio. The term "control" means the power to exercise a controlling influence over management or policies, unless the power is solely the result of an official position with the company. Employees must take reasonable steps to ensure that any trading activity through a Covered Account which is not initiated by them observes the requirements of this Policy. DISCLOSURE OF BROKER ACCOUNTS Employees may maintain Covered Accounts with banks or brokers. Employees are required to provide LCD with full details of any Covered Accounts prior to initiating any transaction. In respect of any Covered Account(s) Employees will be required by LCD to sign an irrevocable order that provides standing instructions to the bank or broker concerned to report all transactions by sending copies of all confirmations and contract notes to LCD. The Legal & Compliance Department will prepare a standard letter for his/her signature which it will send to the bank or broker advising them of CSAM's reporting arrangements under the Policy. The Employee will remain ultimately responsible for ensuring that copies of confirmations and contract notes of all transactions in any Covered Account maintained with banks or brokers are provided promptly to LCD. PRE-CLEARANCE OF TRANSACTIONS In respect of any transaction for a Covered Account the approval of LCD must be obtained prior to the order (including limit orders) or instructions being given to the bank or broker concerned (subject to the exceptions listed below). This approval will be good only for the transaction in respect of which it is given and for the day(s) on which it is given. Should orders or instructions not be given to a bank or broker for any reason on the date(s) for which approval has been received, Employees must re-obtain approval from LCD prior to dealing. PRE-CLEARANCE IS REQUIRED for transactions in the following investments and investment accounts: - - Corporate debt securities and related derivatives - - Equity and equity-related securities - - Self-Directed Personal Equity Plans (PEPs), Individual Savings Accounts (ISAs) or Pension Plans (excluding Unit Trusts) - - Investment Trusts - - Business Expansion Schemes - - Self-Directed IRAs PRE-CLEARANCE IS NOT REQUIRED for transactions in the following investments and investment accounts, but otherwise remain fully subject to the policies and procedures contained herein: - - Government (including agency, e.g. Ginnie Mae, and supranational, e.g. EEC, World Bank) securities or futures and/or options thereon - - Foreign exchange - - Securities and Derivatives on the following broad based market indices : S&P 500, S&P 100, Dow Jones, FIB 30, DAX, Nikkei 225, CAC 40, FTSE 100, FTSE500, TSE 300, MIB 30, Nasdaq, SMI, AEX (for the avoidance of doubt this exclusion relates to the indices themselves and not the constituent stocks). - - Sports or gaming contracts - - Commodities - - Swaps - - Futures or options on currencies or interest rates - - Authorised Unit Trusts and Open Ended Investment Companies (OEICs) (listed in the FT Managed Funds Service Section of The Financial Times) - - Non-Self Directed PEPs or ISAs - - Non-Self Directed IRAs, Mutual Funds, Money Market Accounts, Cash Management Accounts EMPLOYEES WISHING TO PRE-CLEAR PURCHASES OR SALES FOR COVERED ACCOUNTS MUST COMPLETE A PERSONAL ACCOUNT DEALING PRE-CLEARANCE FORM AND OBTAIN APPROVAL FROM LCD. PROHIBITIONS The following prohibitions and related requirements apply to Covered Persons and Covered Accounts. SHORT TERM TRADING CSAM encourages Employees to refrain from short-term trading, as such activity could be viewed as being in conflict with CSAM's general fiduciary principles. In no event, however, may an Employee make a purchase and sale (or sale and purchase) of a security within five business days, except where a significant loss would occur and written approval of the trade for this reason has been obtained from the Employee's supervisor and LCD. CSAM reserves the right to extend this prohibition period for the short-term trading activities of any or all Employees if CSAM determines that such activities are being conducted in a manner that may be perceived to be in conflict with CSAM's general fiduciary principles. Any Employee wishing to purchase securities which are sparsely traded (as determined by LCD) will be required to hold such investments for a minimum period of 60 days. EMPLOYEE-RELATED CONFLICTS No Employee shall execute any transaction for a Covered Account: (a) if he knows or should know that to do so would involve him in a conflict of his own interest or that of any person connected with him, with that of any client of CSAM or with his duty to any such client; or (b) as principal with a client whose portfolio is under the discretionary management of CSAML. No CSAM Employee may purchase or sell for a Covered Account (a) any security which the employee recommends to or trades on behalf of clients; or (b) any security of a company which is itself a client of CSAML or any security of a company in the same group as the client, without the prior written approval on a PERSONAL ACCOUNT DEALING PRE-CLEARANCE FORM of LCD and a Managing Director of CSAML. Fund managers are permitted to purchase units in funds (including shares in investment trusts, unit trusts and Open Ended Investment Companies) which they also manage. Such transactions must be pre-cleared through LCD and will be subject to a minimum holding period of 6 months. If any pre-clearance request is denied, no reason will be given and no assumptions should be made from such denial. Denials may be for any one of a variety of reasons, however, you must not discuss with anyone the fact that LCD has denied pre-clearance nor engage in speculation as to the reasons for this. An Employee who effects a transaction for a Covered Account shall inform the broker/bank concerned that he is an Employee of CSAM and he shall not request or accept from that broker any credit or special dealing facilities in connection with the transaction. An Employee may not arrange for CSAM to enter into any transaction on behalf of a client if he knows or has reason to believe the transaction involves an individual or employee of another firm who is contravening, or attempting to evade, the Criminal Justice Act 1993 or rules on personal account transactions made by a relevant regulatory organisation. NEW ISSUES/PUBLIC OFFERINGS No Employee may acquire any security in a public offering in the primary securities market. PRIVATE PLACEMENTS No Employee may buy or sell any privately placed security without the express prior written approval of LCD. Approval will take into account, among other factors, whether the investment opportunity should be reserved for a CSAM client and whether the opportunity is being offered to the Employee because of his or her position with CSAM. FRONT-RUNNING - RESEARCH No Employee who knows that the CS Group intends to publish a research recommendation and who knows or should know that publication of the research recommendation may have market significance, i.e. is reasonably expected to affect the price of an investment, shall enter into a transaction in such investment or related investment until the recommendation has been published and the customers for whom the recommendation is principally intended have had a reasonable opportunity to react to it. Information of market significance may include: a change of recommendation, new information concerning an issuer, advice of impending unannounced publicity likely to draw increased attention to an issuer's security, a new analysis of existing information the significance of which had not been previously recognised, updates on fast-breaking news stories, and any other communication that provides a fresh stimulus for investment decisions. Persons responsible for research communications must preserve the confidentiality of the material they are preparing for release until it is published. TRAILING OR ANTICIPATING FIRM OR CUSTOMER ORDERS Employees should not base their personal investment decisions on knowledge of trading activity by CSAML. Transactions entered into on the basis of such knowledge represents an improper use of information obtained solely for business purposes, and could conflict with a customer's interest. In addition, an Employee must refrain from personally entering into a transaction he knows will or is likely to have a direct adverse effect on the particular interests of a customer of CSAML. An Employee who knows that CSAML intends to deal for a customer should not deal until the relevant order has been executed or cancelled. SHORT SELLING No Employee may engage in any transaction that has the effect of creating any "short exposure" in a particular security. BLACKOUT PERIODS No Employee may execute a securities transaction within five business days before and one business day after a transaction in that security for a CSAML client. TRADING, HEDGING AND SPECULATION IN CREDIT SUISSE GROUP SECURITIES Transactions by Employees in securities of Credit Suisse Group ("CSG") are prohibited for each period beginning 15 calendar days before announcement of CSG yearly or half-yearly results and ending two business days after the announcement. Employees may only hedge VESTED positions in CSG stock through short sales or derivative instruments. Uncovered short exposure, through short sales or otherwise, is not permitted without the express prior written approval of LCD. DISCLOSURE OF INTEREST No Employee may recommend or effect for any CSAML client any securities transaction without having disclosed his or her personal interest, if any, in the issuer of the securities, including without limitation: - - any ownership or contemplated ownership of any privately placed securities of the issuer or any of its affiliates; - - any employment, management or official position with the issuer or any of its affiliates; - - any present or proposed business relationship between the Employee and the issuer or any of its affiliates; and - - any additional factors that may be relevant to a conflict of interest analysis. Where the Employee has a personal interest in an issuer, a decision to purchase or sell securities of the issuer or any of its affiliates by or for a CSAML client may be subject to an independent review by LCD. INVESTMENT CLUBS No Employee may participate in any `investment club' or similar activity unless specifically approved by LCD. EXEMPTIONS Express prior written approval may be granted by LCD if a purchase or sale of securities or other outside activity is consistent with the purposes of this Policy and Section 17(j) of the US Investment Company Act of 1940 ("1940 ACT") and rules thereunder. For example, a purchase or sale may be considered consistent with those purposes if the purchase or sale is not harmful to a CSAML client because such purchase or sale would be unlikely to affect a highly institutional market, or because such purchase or sale is clearly not related economically to the securities held, purchased or sold by the CSAML client. REPORTING Each Covered Person shall disclose to LCD all personal securities holdings in which he or she has Beneficial Ownership upon the commencement of his or her employment with CSAM, or his or her affiliation with any Covered Fund, and then annually thereafter. In addition, each Covered Person shall annually complete a certification to: - - certify that he or she has read and understood this Policy and recognises that he or she is subject to its requirements; - - certify that he or she has complied with the requirements of this Policy and has disclosed or reported all personal securities transactions as required by this Policy. Covered Persons who are not Employees are required to report a transaction only if he or she, at the time of that transaction, knew (or in the ordinary course of fulfilling official duties with a Covered Fund should have known) that during the 15 day period immediately preceding the date of the transaction the security such person purchased or sold was purchased or sold by the fund or was being considered for purchase or sale by the fund. COMPLIANCE MONITORING AND SUPERVISORY REVIEW LCD will periodically review confirmations from brokers to assure that all transactions effected through a Covered Account are in compliance with this Policy. Material violations of this Policy and any sanctions imposed shall be reported not less frequently than quarterly to the Board of Directors of each relevant Covered Fund and to the senior management of CSAML. CSAM shall prepare an annual report to the Board of Directors of each Covered Fund and to the senior management of CSAM that: - - summarises existing procedures concerning personal investing and any changes in the procedures made during the past year; - - identifies any violations requiring significant remedial action during the past year not previously reported; and - - identifies any recommended changes in existing restrictions or procedures based upon each Covered Company's experience under this Policy, evolving industry practices or developments in applicable laws or regulations. SANCTIONS Upon discovering that a Covered Person has not complied with the requirements of this Policy, the senior management of the Covered Company may impose on that person whatever sanctions are deemed appropriate, including censure; fine; reversal of transactions and disgorgement of profits; suspension; or termination of employment. CONFIDENTIALITY All information obtained from any Covered Person under this Policy shall be kept in strict confidence, except that reports of transactions may be made available to the FSA, IMRO, the Securities and Exchange Commission or any other regulatory or self-regulatory organisation to the extent required by law or regulation or to the individual's Department Head. CIRCUMVENTION An Employee who is precluded by this Policy from entering into a transaction may not circumvent the Policy by counselling or procuring any other person to enter into such a transaction. Communicating any information or opinion to any other person who may enter into such a transaction or procure any other person to do so is also prohibited. GIFTS/ENTERTAINMENT RECEIVED: No Employee may solicit or accept any benefit or inducement which is likely to conflict with any duties owed by CSAML to its customers. Normal business gifts and courtesies, e.g. lunch and dinner invitations are acceptable. Invitations to artistic or sporting events should only be accepted occasionally, should only be accepted if you are accompanied by the counterparty, must not be solicited and must be agreed prior to the event by your Head of Department. If gifts are received, where possible, you should share them amongst your department. In general, it is considered acceptable for you to receive a gift to the value of up to (pound)50. Gifts in excess of this amount must be reported to LCD. OFFERED: No Employee may offer or give any inducement which is likely to conflict with any duties of the recipient owed to its customers. If you wish to give gifts/entertainment then you must obtain the approval of your Head of Department. Repeated and/or lavish gifts, entertainment and hospitality are not acceptable. Entertainment of or gifts to government officials is not permitted without prior guidance from LCD. The term "government official" is widely defined and includes, but is not limited to politicians, government ministers, Local Authority officials, members of the Inland Revenue and the Police Force. If in any doubt please contact LCD for further guidance. EX-99.B(P)(7) 12 ex-99_bp7.txt EXHIBIT 99.B(P)(7) [LOGO] THE CORONATION CODE OF ETHICS IN RELATION TO SEI INTRODUCTION This Code of ethics applies to all Coronation employees including executive and non-executive directors. It is our objective to achieve high levels of growth. We strive for a learning environment where there is an ongoing commitment to improve productivity, quality and profitability. There is a danger that unrealistic expectations can lead to inappropriate risk being taken or integrity being undermined. It is therefore important that these risks be mediated by a realistic acceptance of failures and set-backs. We strive to realise and maximise potential, but the sun still rises if these goals are not met. To the external environment we prefer to undersell and overdeliver. Working structures are designed to encourage independence, responsibility and performance. We wish to conduct our affairs with honesty, integrity, diligence and professionalism. CONFIDENTIALITY OF INFORMATION Staff may not disclose any information concerning the business or general affairs of the company or any of its clients to any person or fellow employees who do not have a business requirement for such information or to whom disclosure could be detrimental to the company or any of its clients. Such information includes financial data, contracts, business strategies and any information designated as confidential. DISCLOSURE OF CONFLICTS OF INTEREST Staff are required to disclose any potential conflicts of interest to their compliance officer in writing. Conflicts of interest are any matters that could reasonably be expected to interfere with an employee's duty to the company. Any member of staff who receives monetary or other compensation in addition to that received as a consequence of his/her employment with the company, should disclose the details of such arrangement to their compliance officer. PRESS STATEMENTS All dealings with the press are to be directed either through the marketing department of the company in question, through the company's communications consultants, or through Coronation Holdings. Staff authorised to make statements to the press on the company and /or any activity that the company performs must forward a copy of the returned press statement to the marketing department. At all times press statements must be requested to be returned from the writer for review before printing. SHARE DEALING ACTIVITIES The nature of the company's business activities demand the utilisation of financial instruments to maximise returns on the management of client and company funds. It is therefore a policy of the company not to permit personal account trading. The objective is to reduce risk of insider trading and to avoid personal conflicts of interest. Individuals are however allowed to make personal investments. These investments will be deemed to be of a long-term nature and as a benchmark, no turnarounds of 365 days or less will be permitted. CORONATION ASSET MANAGEMENT (PTY) LTD ("CAM"), is confident that its officers, Directors, and employees act with integrity and good faith. CAM recognizes, however, that personal interests may conflict with the CLIENT'S interests where officers, Directors or employees: - know about the Fund's present or future Fund portfolio transactions; or - have the power to influence Fund portfolio transactions; and - engage in SECURITIES transactions for their personal account(s). In an effort to prevent any conflicts from arising CAM has adopted this Code of Ethics to address transactions that may create or appear to create conflicts of interest, and to establish reporting requirements and enforcement procedures. This Code sets forth specific prohibitions regarding Securities transactions. All employees and directors of CAM are considered ACCESS PERSONS. As such, all of the prohibitions and restrictions contained in this Code are universally applicable. STATEMENT OF GENERAL PRINCIPLES. In recognition of the trust and confidence placed in CAM by the client, and because CAM believes that its operations should benefit the client, CAM has adopted the following universally applicable principles: 1. The interest of the client is paramount. You must place the interest of the client before your own. 2. You must accomplish all personal securities transactions in a manner that avoids a conflict (or the appearance of a conflict) between your personal interests and those of the client. 3. You must avoid actions or activities that allow (or appear to allow) you or your family to benefit from your position with CAM, or that brings into question your independence or judgment. PROHIBITIONS AND RESTRICTIONS APPLICABLE TO CAM PERSONNEL. A. PROHIBITION AGAINST FRAUD, DECEIT AND MANIPULATION. You cannot, in connection with the purchase or sale, directly or indirectly, of a SECURITY HELD OR TO BE ACQUIRED by the Fund (SIT Emerging Markets Portfolio, Mediolanum Top Managers Emerging Markets Portfolio): 1. Employ any device, scheme or artifice to defraud the Fund; 2. make to the Fund any untrue statement of a material fact or omit to state to the Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; 3. engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Fund; or 4. engage in any manipulative practice with respect to the Fund. B. LIMITS ON ACCEPTING OR RECEIVING GIFTS. Access persons cannot accept or receive any gift of more than de minimis value from any person or entity in connection with the client's fund (or any series thereof), enter into a contract, development of an economic relationship, or other course of dealing by or on behalf of the Fund. C. BLACKOUT PERIOD ON PERSONAL SECURITIES TRANSACTIONS. ACCESS PERSONS who in connection with their regular duties, make, participate in, or obtain information regarding the purchase or sale of Securities by the Fund and any Natural Control Persons who obtain information regarding recommendations of Securities made to the Fund may not purchase or sell, directly or indirectly, any Security in which they have (or by reason of such transaction acquire) any BENEFICIAL OWNERSHIP on the same day as the same (or a related) Security is being purchased or sold by the Fund (or any series thereof). No activity in Coronation Holdings Limited shares, Namibian Harvest Investments Limited shares or African Harvest Limited shares is permitted during the period between 30 September and the final reporting date, and between 31 March and the interim reporting date. Activity in Coronation Holdings Limited, Namibian Harvest Investments Limited and African Harvest Limited shares will be restricted from time to time when a cautionary or other public announcement is made. Staff will be notified in these instances, and prior approval from the Compliance Officer will be required to trade during the restricted period. D. PROHIBITION ON SELLING RECENTLY-ACQUIRED SECURITIES. ACCESS PERSONS who, in connection with their regular duties, make, participate in, or obtain information regarding THE PURCHASE OR SALE OF SECURITIES by the Fund; and Natural CONTROL Persons who obtain information concerning recommendations of SECURITIES made to the Fund may not sell a SECURITY within 365 days of acquiring that SECURITY. E. PRE-APPROVAL OF INVESTMENTS IN IPOS AND LIMITED OFFERINGS. Access persons who, in connection with their duties, make or participate in making recommendations regarding the purchase or sale of securities by a Fund or Natural Control Persons who obtain information concerning recommended securities must obtain approval from the Compliance Officer, before directly or indirectly acquiring beneficial ownership of any securities in an IPO or limited offering. F. DERIVATIVE INSTRUMENTS Futures and options may not be traded. G. SHARE DEALING ENTITIES OR ARRANGEMENTS This code of ethics applies equally to any close corporation, syndicates or informal arrangements which a member of staff is involved in where the principal business is share dealing and the employee is involved in the investment decisions i.e. investment clubs. REPORTING REQUIREMENTS. All access persons must comply with the reporting requirements set forth in Part A. REVIEW AND ENFORCEMENT OF CAM'S CODE. APPOINTMENT OF A COMPLIANCE OFFICER. A compliance officer has been appointed by CAM to perform inter alia the duties described below. THE COMPLIANCE OFFICER'S DUTIES AND RESPONSIBILITIES. 1. The Compliance Officer shall notify each person who becomes an ACCESS PERSON of CAM and who is required to report under this Code of Ethics and their reporting requirements no later than 10 days before the first quarter in which such person is required to begin reporting. 2. The Compliance Officer will, on a quarterly basis, compare all reported personal securities transactions with the client's completed portfolio transactions and a list of SECURITIES that were BEING CONSIDERED FOR PURCHASE OR SALE by the client's investment adviser(s) during the period to determine whether a Code violation may have occurred. Before determining that a person has violated the Code, the Compliance Officer must give the person an opportunity to supply explanatory material. 3. If the Compliance Officer finds that a Code violation may have occurred, or believes that a Code violation may have occured, the Compliance Officer must submit a written report regarding the possible violation, together with the confidential report and any explanatory material provided by the person, to the Managing Director ("MD") of CAM. The MD will independently determine whether the person violated the Code. 4. No person is required to participate in a determination of whether he or she has committed a Code violation or discuss the imposition of any sanction against himself or herself. 5. The Compliance Officer will submit his or her own reports, as may be required pursuant to Part A hereof, to an Alternate Compliance Officer who shall fulfill the duties of the Compliance Officer with respect to the Compliance Officer's reports. 6. The Compliance Officer will create a written report detailing any approval(s) granted to access persons for the purchase of securities offered in connection with an IPO or a LIMITED OFFERING. The report must include the rationale supporting any decision to approve such a purchase. RESOLUTION; SANCTION(S). If the MD finds that a person has violated the Code, the MD will approve a proposed resolution of the situation or, if appropriate, impose upon the person sanctions that the MD deems appropriate and will report the violation and the resolution and/or sanction imposed to the Fund's Board of Trustees at the next regularly scheduled board meeting unless, in the sole discretion of the MD, circumstances warrant an earlier report. At least once a year, CAM will provide the Fund's Board of Trustees with a WRITTEN report that includes: 1. ISSUES ARISING UNDER THE CODE. The reports must describe any issue(s) that arose during the previous year under the codes or procedures thereto, including any material code or procedural violations, and any resulting sanction(s); 2. The Compliance Officer, MD and principal underwriter(s) may report to the Board more frequently as they deem necessary or appropriate and shall do so as requested by the Board; and 3. CERTIFICATION. Each report must be accompanied by a certification to the Board that the Fund, CAM, and principal underwriter(s) have adopted procedures reasonably necessary to prevent their access persons from violating their code of ethics. INTERRELATIONSHIP WITH THE FUND'S (CLIENT) CODE OF ETHICS. 1. GENERAL PRINCIPLE. A person who is BOTH an officer and/or Trustee of the Fund AND an officer, Director, and/or employee of CAM, is only required to report under this Code of Ethics. 2. PROCEDURES. The MD of CAM shall: 1. Submit to the Board of Trustees of the Fund a copy of this Code of Ethics; 2. Promptly furnish to the Fund, upon request, copies of any reports made under this Code of Ethics by any person who is also covered by the Client's code; 3. Promptly report to the Fund in writing any material amendments to this Code of Ethics; and 4. Immediately furnish to the Fund, without request, all material information regarding any violation of this Code of Ethics by any person. RECORD KEEPING. CAM will maintain records as set forth below. They will be available for examination by representatives of the regulatory agencies. 1. A copy of this Code and any other code adopted by CAM, which is, or at any time within the past five years has been, in effect will be preserved in an easily accessible place. 2. A record of any Code violation and of any sanctions taken will be preserved in an easily accessible place for a period of at least five years following the end of the fiscal year in which the violation occurred. 3. A copy of each Quarterly Transaction Report, Initial Holdings Report, and Annual Holdings Report submitted under this Code, including any information provided in lieu of any such reports made under the Code, will be preserved for a period of at least five years from the end of the fiscal year in which it is made, for the first two years in an easily accessible place. 4. A record of all persons, currently or within the past five years, who are or were required to submit reports under this Code, or who are or were responsible for reviewing these reports, will be maintained in an easily accessible place. 5. A copy of each annual report required in terms of this Code must be maintained for at least five years from the end of the fiscal year in which it is made, for the first two years in any easily accessible place. 6. CAM must maintain a record of any decision, and the reasons supporting the decision, to approve the acquisition of securities acquired in an IPO or LIMITED OFFERING, for at least five years after the end of the fiscal year in which the approval is granted. MISCELLANEOUS. 1. CONFIDENTIALITY. All reports and other information submitted to the Fund pursuant to this Code will be treated as confidential, provided that such reports and information may be produced to the regulatory agencies. 2. INTERPRETATION OF PROVISIONS. The MD may from time to time adopt such interpretations of this Code, as it deems appropriate. 3. COMPLIANCE CERTIFICATION. Within 10 days of becoming an ACCESS PERSON of CAM, and each year thereafter, each such person must complete the Compliance Certification that can be obtained from the Compliance Officer. PART A ACCESS PERSONS AND EMPLOYEES WITH INFORMATION ACCESS I. LIST OF SECURITIES HOLDINGS A. INITIAL HOLDINGS REPORT. You must submit a listing of all SECURITIES you BENEFICIALLY OWN, as well as all of your securities accounts, as of the date you first become subject to this Code's reporting requirements. You must submit this list to the Compliance Officer within 10 days of the date you first become subject to this Code's reporting requirements. B. QUARTERLY HOLDINGS REPORT. Each quarter, you must submit to the Compliance Officer a listing of all SECURITIES you BENEFICIALLY OWN, as well as all of your securities accounts. Your list must be current as of a date no more than 30 days before you submit the report. II. REQUIRED TRANSACTION REPORTS All transactions are to be reported to the Compliance Officer on a deal by deal basis. A. QUARTERLY TRANSACTION REPORTS. 1. Each quarter, you must report all of your SECURITIES transactions effected, as well as any securities accounts you established, during the quarter. Access persons are only allowed to have accounts with Coronation Securities Limited. You must submit your report to the Compliance Officer NO LATER THAN 10 days after the end of each calendar quarter. 2. If you had no reportable transactions and did not open any securities accounts during the quarter, you are still required to submit a report. Please note on your report that you had no reportable items during the quarter, and return it, signed and dated. 3. You need not submit a quarterly report if the report would duplicate information contained in broker trade confirmations or account statements received by the Fund, provided that all required information is contained in the broker trade confirmations or account statements and is received by the Compliance Officer NO LATER THAN 10 days after the end of the calendar quarter. Please see the Compliance Officer for more information about this reporting mechanism. B. WHAT SECURITIES TRANSACTIONS AND ACCOUNTS ARE COVERED UNDER THE QUARTERLY REPORTING OBLIGATION? You must report all transactions in SECURITIES that: (i) you directly or indirectly BENEFICIALLY OWN; or (ii) because of the transaction, you acquire direct or indirect BENEFICIAL OWNERSHIP. You must also report all of your accounts in which any securities were held for your direct or indirect benefit. C. WHAT SECURITIES AND TRANSACTIONS MAY BE EXCLUDED FROM THE REPORT? You are not required to detail or list the following items on your reports: 1. Purchases or sales effected for any account over which you have no direct or indirect influence or control; 2. Purchases you made solely with the dividend proceeds received in a dividend reinvestment plan or that are part of an automatic payroll deduction plan, where you purchased a SECURITY issued by your employer; 3. Purchases effected on the exercise of rights issued by an issuer PRO RATA to all holders of a class of its SECURITIES, as long as you acquired these rights from the issuer, and sales of such rights; 4. Purchases or sales which are non-volitional, including purchases or sales upon the exercise of written puts or calls and sales from a margin account pursuant to a BONA FIDE margin call; and 5. Purchases or sales of any of the following securities: - Banker's acceptances, bank certificates of deposit, commercial paper and HIGH QUALITY SHORT-TERM DEBT INSTRUMENTS, including repurchase agreements; and - Shares issued by registered, open-end investment companies. EX-99.B(P)(8) 13 ex-99_bp8.txt EXHIBIT 99.B(P)(8) MORGAN STANLEY DEAN WITTER AFRICA INVESTMENT FUND, INC. MORGAN STANLEY DEAN WITTER ASIA-PACIFIC FUND, INC. MORGAN STANLEY DEAN WITTER EASTERN EUROPE FUND, INC. MORGAN STANLEY DEAN WITTER EMERGING MARKETS FUND, INC. MORGAN STANLEY DEAN WITTER EMERGING MARKETS DEBT FUND, INC. MORGAN STANLEY DEAN WITTER GLOBAL OPPORTUNITY BOND.FUND, INC. MORGAN STANLEY DEAN WITTER HIGH YIELD FUND, INC. MORGAN STANLEY DEAN WITTER INDIA INVESTMENT FUND, INC. THE LATIN AMERICAN DISCOVERY FUND, INC. THE MALAYSIA FUND, INC. THE PAKISTAN INVESTMENT FUND, INC. THE THAI FUND, INC. THE TURKISH INVESTMENT FUND, INC. (THE "CLOSED-END FUNDS") AND MORGAN STANLEY DEAN WITTER INSTITUTIONAL FUND, INC. MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC. MORGAN STANLEY DEAN WITTER STRATEGIC ADVISER FUND, INC. (THE "OPEN-END FUNDS", AND TOGETHER WITH THE CLOSED-END FUNDS, THE "FUNDS") AND MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC. ("MSDW INVESTMENT MANAGEMENT") AND MILLER ANDERSON & SHERRERD, LLP ("MAS", AND TOGETHER WITH MSDW INVESTMENT MANAGEMENT, "THE INVESTMENT MANAGERS") AND MORGAN STANLEY & CO. INCORPORATED ("MS&Co.") CODE OF ETHICS 1. PURPOSES This Code of Ethics has been adopted by the Funds, the Investment Managers and MS&Co., the principal underwriter of the Open-End Funds, in accordance with Rule 17j-1 under the Investment Company Act of 1940, as amended (the "Act"). Rule 17j-1 under the Act generally proscribes fraudulent or manipulative practices with respect to purchases or sales of securities held or to be acquired by investment companies, if effected by affiliated persons (as defined under the Act) of such companies. Specifically, Rule 17j-1 provides that it is unlawful for any affiliated person of or principal underwriter for a registered investment company, or any affiliated person of an investment adviser of or principal underwriter for a registered investment company, in connection with the purchase or sale, directly or indirectly, by such person of a security held or to be acquired by such registered investment 1 company: (a) To employ any device, scheme or artifice to defraud such registered investment company; (b) To make to such registered investment company any untrue statement of a material fact or omit to state to such registered investment company a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; (c) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any such registered investment company; or (d) To engage in any manipulative practice with respect to such registered investment company. While Rule 17j-1 is designed to protect only the interests of the Funds and their stockholders, the Investment Managers apply the policies and procedures described in this Code of Ethics to all employees of the Investment Managers to protect the interests of their non-Fund clients as well (hereinafter, where appropriate, non-Fund clients of the Investment Managers are referred to as "Advisory Clients" and any reference to an Advisory Client(s) relates only to the activities of employees of the Investment Managers). The purpose of this Code of Ethics is to (i) ensure that Access Persons conduct their personal securities transactions in a manner which does not (a) create an actual or potential conflict of interest with the Funds' or an Advisory Client's portfolio transactions, (b) place their personal interests before the interest of the Funds and their stockholders or an Advisory Client or (c) take unfair advantage of their relationship to the Funds or an Advisory Client and (ii) provide policies and procedures consistent with the Act and Rule 17j-1 designed to give effect to the general prohibitions set forth in Rule 17j-1. Among other things. the procedures set forth in this Code of Ethics require that all (i) Access Persons review this Code of Ethics at least annually, (ii) Access Persons, unless excepted by Sections 8. (d) or (e) of this Code of Ethics, report transactions in Covered Securities, (iii) Access Persons refrain from engaging in certain transactions, and (iv) employees of the Investment Managers pre-clear with the Compliance Department or the trading desk at MAS any transactions in Covered Securities. 2 2. DEFINITIONS (a) "Access Person" means (i) any director, officer or Advisory Person of the Funds or of the Investment Managers, and (ii) any director or officer of MS&Co., who, in the ordinary course of business, makes, participates in or obtains information regarding the purchase or sale of Covered Securities by the Funds. (b) "Advisory Person" means any employee of the Funds, or of the Investment Managers (or of any company in a control relationship to the Funds or the Investment Managers), who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by the Funds or an Advisory Client, or whose functions relate to the making of any recommendations with respect to such purchases or sales. (c) "Beneficial ownership" shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, except that the determination of direct or indirect beneficial ownership shall apply to all securities which an Access Person has or acquires. (d) "Control" shall have the same meaning as that set forth in Section 2(a)(9) of the Act. (e) "Compliance Department" means the MSDW Investment Management or MAS Compliance Department. (f) "Covered Security" means a security as defined in Section 2(a)(36) of the Act, except that it does not include: (i) shares of registered open-end investment companies, (ii) direct obligations of the Government of the United States, and (iii) bankers' acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements. (g) "Disinterested Director" means a director of a Fund who is not an "interested person" of such Fund within the meaning of Section 2(a)(19) of the Act. 3 (h) "Purchase or sale (or sell)" with respect to a Covered Security means any acquisition or disposition of a direct or indirect beneficial interest in a Covered Security, including, INTER ALIA, the writing or buying of an option to purchase or sell a Covered Security. (i) "Security held or to be acquired" means (i) any Covered Security which, within the most recent 15 days, is or has been held by a Fund or an Advisory Client, or is being or has been considered by a Fund or an Advisory Client or the Investment Managers for purchase by a Fund or an Advisory Client and (ii) any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in this paragraph. 3. PROHIBITED TRANSACTIONS (a) No Access Person or employee of the Investment Managers shall purchase or sell any Covered Security which to his or her actual knowledge at the time of such purchase or sale: (i) is being considered for purchase or sale by a Fund or an Advisory Client; or (ii) is being purchased or sold by a Fund or an Advisory Client. (b) No employee of the Investment Managers shall purchase or sell a Covered Security while there is a pending "buy" or "sell" order in the same or a related security for a Fund or an Advisory Client until that order is executed or withdrawn. (c) No Advisory Person shall purchase or sell a Covered Security within seven calendar days before or after any portfolio(s) of the Funds over which such Advisory Person exercises investment discretion or an Advisory Client over which the Advisory Person exercises investment discretion purchases or sells the same or a related Covered Security. Any profits realized or unrealized by the Advisory Person on a prohibited purchase or sale within the proscribed period shall be disgorged to a charity. (d) No employee of the Investment Managers shall profit from the purchase and sale or sale and purchase of the same (or equivalent) Covered Security within 60 calendar days, except that he or 4 she may sell a Covered Security for a loss after 30 calendar days. Any profits realized within 60 calendar days on such purchase or sale shall be disgorged to a charity. (e) No employee of the Investment Managers shall purchase any securities in an initial public offering. (f) No employee of the Investment Managers shall purchase privately-placed securities unless such purchase is pre-approved by the Compliance Department. Any such person who has previously purchased privately-placed securities must disclose such purchases to the Compliance Department before such person participates in a Fund's or an Advisory Client's subsequent consideration of an investment in the securities of the same or a related issuer. Upon such disclosure, the Compliance Department shall appoint another person with no personal interest in the issuer, to conduct an independent review of such Fund's or such Advisory Client's decision to purchase securities of the same or a related issuer. (g) No Access Person or employee of the Investment Managers shall recommend the purchase or sale of any Covered Securities to a Fund or to an Advisory Client without having, disclosed to the Compliance Department his or her interest, if any, in such Covered Securities or the issuer thereof, including without limitation (i) his or her direct or indirect beneficial ownership of any securities of such issuer, (ii) any contemplated purchase or sale by such person of such securities, (iii) any position with such issuer or its affiliates, and (iv) any present or proposed business relationship between such issuer or its affiliates, on the one hand, and such person or any party in which such person has a significant interest, on the other; provided, however, that in the event the interest of such person in such securities or the issuer thereof is not material to his or her personal net worth and any contemplated purchase or sale by such person in such securities cannot reasonably be expected to have a material adverse effect on any such purchase or sale by a Fund or an Advisory Client or on the market for the securities generally, such person shall not be required to disclose his or her interest in the securities or the issuer thereof in connection with any such recommendation. 5 (h) No Access Person or employee of the Investment Managers shall reveal to any other person (except in the normal course of his or her duties on behalf of a Fund or an Advisory Client) any information regarding the purchase or sale of any Covered Security by a Fund or an Advisory Client or consideration of the purchase or sale by a Fund or an Advisory Client of any such Covered Security. 4. PRE-CLEARANCE OF COVERED SECURITIES TRANSACTIONS AND PERMITTED BROKERAGE ACCOUNTS No employee of MSDW Investment Management shall purchase or sell Covered Securities without prior written authorization from its Compliance Department. No employee of MAS shall purchase or sell Covered Securities without prior written authorization from the appropriate trading desk. Unless otherwise indicated by the Compliance Department, pre-clearance of a purchase or sale shall be valid and in effect only for the business day in which such pre-clearance is given; provided, however, that the approval of an unexecuted purchase or sale is deemed to be revoked when the employee becomes aware of facts or circumstances that would have resulted in the denial of approval of the approved purchase or sale were such facts or circumstances made known to the Compliance Department or MAS trading desk, as appropriate, at the time the proposed purchase or sale was originally presented for approval. The Investment Managers require all of their employees to maintain their personal brokerage accounts at MS & Co. or a broker/dealer affiliated with MS & Co. (hereinafter, a "Morgan Stanley Account"). Outside personal brokerage accounts are permitted only under very limited circumstances and only with express written approval by the Compliance Department. The Compliance Department has implemented procedures reasonably designed to monitor purchases and sales effected pursuant to the aforementioned pre-clearance procedures. 5. EXEMPTED TRANSACTIONS (a) The prohibitions of Section 3 and Section 4 of this Code of Ethics shall not apply to: (i) Purchases or sales effected in any account over which an Access Person or an employee of the Investment Managers has no direct or indirect influence or control; (ii) Purchases or sales which are non-volitional; 6 (iii) Purchases which are part of an automatic purchase plan directly with the issuer or its agent or which are part of an automatic dividend reinvestment plan; or (iv) Purchases effected upon the exercise of rights issued by an issuer PRO RATA to all holders of a class of its securities and sales of such rights so acquired, but only to the extent such rights were acquired from such issuer. (b) Notwithstanding the prohibitions of Sections 3. (a), (b) and (c) of this Code of Ethics, the Compliance Department or MAS trading desk, as appropriate, may approve a purchase or sale of a Covered Security by employees of the Investment Managers which would appear to be in contravention of the prohibitions in Sections 3. (a), (b) and (c) if it is determined that (i) the facts and circumstances applicable at the time of such purchase or sale do not conflict with the interests of a Fund or an Advisory Client, or (ii) such purchase or sale is only remotely potentially harmful to a Fund or an Advisory Client because it would be very unlikely to affect a highly institutional market, or because it is clearly not related economically to the securities to be purchased, sold or held by such Fund or Advisory Client, and (iii) the spirit and intent of this Code of Ethics is met. 6. RESTRICTIONS ON RECEIVING GIFTS No employee of the Investment Managers shall receive any gift or other consideration in merchandise, service or otherwise of more than DE MINIMIS value from any person, firm, corporation, association or other entity that does business with or on behalf of the Funds or an Advisory Client. 7. SERVICE AS A DIRECTOR No employee of the Investment Managers shall serve on the board of directors of a publicly-traded company without prior written authorization from the Compliance Department. Approval will be based upon a determination that the board service would not conflict with the interests of the Funds and their stockholders or an Advisory Client. 7 8. REPORTING (a) Unless excepted by Section 8. (d) or (e) of this Code of Ethics, each Access Person must disclose all personal holdings in Covered Securities to the Compliance Department for its review no later than 10 days after becoming an Access Person and annually thereafter. The initial and annual holdings reports must contain the following information; (i) The title, number of shares and principal amount of each Covered Security in which the Access Person has any direct or indirect beneficial ownership; (ii) The name of any broker, dealer or bank with or through whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person; and (iii) The date the report was submitted to the Compliance Department by the Access Person. (b) Unless excepted by Section 8. (d) or (e) of this Code of Ethics, each Access Person and each employee of the Investment Managers must report to the Compliance Department for its review within 10 days of the end of a calendar quarter the information described below with respect to transactions in Covered Securities in which such person has, or by reason of such transactions acquires any direct or indirect beneficial interest: (i) 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; (ii) The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); (iii) The price of the Covered Security at which the purchase or sale was effected; (iv) The name of the broker, dealer or bank with or through which the purchase or sale was effected; and (v) The date the report was submitted to the Compliance Department by such person. (c) Unless excepted by Section 8. (d) or (e) of this Code of Ethics, each Access Person and each employee of the Investment Managers must report to the Compliance Department for its review within 10 days of the end of a calendar quarter the information described below with respect to 8 any account established by such person in which any securities were held during the quarter for the direct or indirect benefit of such person: (i) The name of the broker, dealer or bank with whom the account was established; (ii) The date the account was established; and (iii) The date the report was submitted to the Compliance Department by such person. (d) An Access Person will not be required to make any reports described in Sections 8. (a), (b) and (c) above for any account over which the Access Person has no direct or indirect influence or control. An Access Person or an employee of the Investment Managers will not be required to make the annual holdings report under Section 8. (a) and the quarterly transactions report under Section 8. (b) with respect to purchases or sales effected for, and Covered Securities held in: (i) a Morgan Stanley Account, (ii) an account in which the Covered Securities were purchased pursuant to an automatic purchase plan set up directly with the issuer or its agent or pursuant to a dividend investment plan, or (iii) an account for which the Compliance Department receives duplicate trade confirmations and quarterly statements. An Access Person or an employee of MSDW Investment Management will not be required to make a report under Section 8. (c) for any account in which only shares of open-end registered investment companies can be purchased or sold. Lastly, an employee of MSDW Investment Management will not be required to make a report under Section 8. (c) for any account established with MS&Co. or a broker/dealer affiliated with MS&Co., or for any account which was pre-approved by the Compliance Department. (e) A Disinterested Director of a Fund, who would be required to make a report solely by reason of being a Fund director, is not required to make initial and annual holdings reports. Additionally, such Disinterested Director need only make a quarterly transactions report for a purchase or sale of Covered Securities if he or she, at the time of that transaction, knew or, in the ordinary course of fulfilling his or her official duties as a Disinterested Director of a Fund, should have known that, during the 15-day period immediately preceding or following the date of the Covered Securities transaction by him or her, such Covered Security is or was purchased or sold by a Fund or was being considered for purchase or sale by a Fund. 9 (f) The reports described in Sections 8. (a), (b) and (c) above may contain a statement that the reports shall not be construed as an admission by the person making such reports that he or she has any direct or indirect beneficial ownership in the Covered Securities to which the reports relate. 9. ANNUAL CERTIFICATIONS All Access Persons and employees of the Investment Managers must certify annually that they have read, understood and complied with the requirements of this Code of Ethics and recognize that they are subject to this Code of Ethics by signing the certification attached hereto as Exhibit A. 10. BOARD REVIEW The management of the Funds and representatives or officers of the Investment Managers and, with respect to the Open-End Funds, MS&Co., shall each provide each Fund's Board of Directors, at least annually, with the following: (a) a summary of existing procedures concerning personal investing and any changes in the procedures made during the past year; (b) a description of any issues arising under this Code of Ethics or procedures since the last such report, including, but not limited to, information about material violations of this Code of Ethics or procedures and sanctions imposed in response to material violations; (c) any recommended changes in the existing restrictions or procedures based upon a Fund's or the Investment Managers' experience under this Code of Ethics, evolving industry practices or developments in applicable laws and regulations; and (d) a certification (attached hereto as Exhibits B, C, D, and E, as appropriate) that each has adopted procedures reasonably necessary to prevent its Access Persons from violating this Code of Ethics. 11. SANCTIONS Upon discovering a violation of this Code of Ethics, the Board of Directors of such Fund or of the Investment Managers, as the case may be, may impose such sanctions as it deems appropriate. 10 12. RECORDKEEPING REQUIREMENTS The management of the Funds and representatives or officers of the Investment Managers and with respect to the Open-End Funds, MS&Co., each shall maintain, as appropriate, the following records for a period of five years, the first two years in an easily accessible place, and shall make these records available to the Securities and Exchange Commission or any representative of such during an examination of the Funds or of the Investment Managers: (a) a copy of this Code of Ethics or any other Code of Ethics which was in effect at any time within the previous five years; (b) a record of any violation of this Code of Ethics during the previous five years, and of any action taken as a result of the violation; (c) a copy of each report required by Section 8. of this Code of Ethics, including any information provided in lieu of each such report; (d) a record of all persons, currently or within the past five years, who are or were subject to this Code of Ethics and who are or were required to make reports under Section 8. of this Code of Ethics; (e) a record of all persons, currently or within the past five years, who are or were responsible for reviewing the reports required under Section 8. of this Code of Ethics; and (f) a record of any decision, and the reasons supporting the decision, to approve the acquisition of securities described in Sections 3. (e) and (f) of this Code of Ethics. 11 EXHIBIT A MORGAN STANLEY DEAN WITTER AFRICA INVESTMENT FUND, INC. MORGAN STANLEY DEAN WITTER ASIA-PACIFIC FUND, INC. MORGAN STANLEY DEAN WITTER EASTERN EUROPE FUND, INC. MORGAN STANLEY DEAN WITTER EMERGING MARKETS FUND, INC. MORGAN STANLEY DEAN WITTER EMERGING MARKETS DEBT FUND, INC. MORGAN STANLEY DEAN WITTER GLOBAL OPPORTUNITY BOND.FUND, INC. MORGAN STANLEY DEAN WITTER HIGH YIELD FUND, INC. MORGAN STANLEY DEAN WITTER INDIA INVESTMENT FUND, INC. THE LATIN AMERICAN DISCOVERY FUND, INC. THE MALAYSIA FUND, INC. THE PAKISTAN INVESTMENT FUND, INC. THE THAI FUND, INC. THE TURKISH INVESTMENT FUND, INC. (THE "CLOSED-END FUNDS") AND MORGAN STANLEY DEAN WITTER INSTITUTIONAL FUND, INC. MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC. MORGAN STANLEY DEAN WITTER STRATEGIC ADVISER FUND, INC. (THE "OPEN-END FUNDS", AND TOGETHER WITH THE CLOSED-END FUNDS, THE "FUNDS") AND MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC. ("MSDW INVESTMENT MANAGEMENT") AND MILLER ANDERSON & SHERRERD, LLP ("MAS", AND TOGETHER WITH MSDW INVESTMENT MANAGEMENT, THE "INVESTMENT MANAGERS") AND MORGAN STANLEY & CO. INCORPORATED ("MS&Co.") CODE OF ETHICS ANNUAL CERTIFICATION I hereby certify that I have read and understand the Code of Ethics (the "Code") which has been adopted by the Funds, the Investment Managers and MS&Co. and recognize that it applies to me and agree to comply in all respects with the policies and procedures described therein. Furthermore, I hereby certify that I have complied with the requirements of the Code in effect, as amended, for the year ended December 31, ___, and that all of my reportable transactions in Covered Securities were executed and reflected accurately in a Morgan Stanley Account (as defined in the Code) or that I have attached a report that satisfies the annual holdings disclosure requirement as described in Section 8. (a) of the Code. Date: ________________, ____ Name: ________________________________ Signature: ___________________________ EXHIBIT B MORGAN STANLEY DEAN WITTER AFRICA INVESTMENT FUND, INC. MORGAN STANLEY DEAN WITTER ASIA-PACIFIC FUND, INC. MORGAN STANLEY DEAN WITTER EASTERN EUROPE FUND, INC. MORGAN STANLEY DEAN WITTER EMERGING MARKETS FUND, INC. MORGAN STANLEY DEAN WITTER EMERGING MARKETS DEBT FUND, INC. MORGAN STANLEY DEAN WITTER GLOBAL OPPORTUNITY BOND FUND, INC. MORGAN STANLEY DEAN WITTER HIGH YIELD FUND, INC. MORGAN STANLEY DEAN WITTER INDIA INVESTMENT FUND, INC. MORGAN STANLEY DEAN WITTER INSTITUTIONAL FUND, INC. MORGAN STANLEY DEAN WITTER STRATEGIC ADVISER FUND, INC. MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC. THE LATIN AMERICAN DISCOVERY FUND, INC. THE MALAYSIA FUND, INC. THE PAKISTAN INVESTMENT FUND, INC. THE THAI FUND, INC. THE TURKISH INVESTMENT FUND, INC. (THE "CLOSED-END FUNDS") ANNUAL CERTIFICATION UNDER RULE 17j-1 OF THE INVESTMENT COMPANY ACT OF 1940 Pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended (the "1940 Act") and pursuant to the Code of Ethics for the Funds, Morgan Stanley Dean Witter Investment Management, Inc., Miller, Anderson &Sherrerd, LLP and Morgan Stanley & Co., Incorporated (the "Code of Ethics"), each of the Funds hereby certifies to such Fund's Board of Directors that such Fund has adopted procedures reasonably necessary to prevent Access Persons (as defined in the Code of Ethics) from violating the Code of Ethics. Date:________________________ By:____________________________________ Name: Mary E. Mullin Title: Secretary EXHIBIT C MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT, INC. ("MSDW INVESTMENT MANAGEMENT") ANNUAL CERTIFICATION UNDER RULE 17j-1 OF THE INVESTMENT COMPANY ACT OF 1940 Pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended (the "1940 Act") and pursuant to the Code of Ethics for MSDW Investment Management, the Funds (as defined in the Code of Ethics) and Morgan Stanley & Co., Incorporated (the "Code of Ethics"), MSDW Investment Management hereby certifies to the Board of Directors of the Funds that MSDW Investment Management has adopted procedures reasonably necessary to prevent Access Persons (as defined in the Code of Ethics) from violating the Code of Ethics. Date:________________________ By:____________________________________ Name: Harold J. Schaaff, Jr. Title: General Counsel EXHIBIT D MILLER, ANDERSON & SHERRERD, LLP ("MAS") ANNUAL CERTIFICATION UNDER RULE 17j-1 OF THE INVESTMENT COMPANY ACT OF 1940 Pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended (the "1940 Act") and pursuant to the Code of Ethics for MAS, the Funds (as defined in the Code of Ethics) and Morgan Stanley & Co., Incorporated (the "Code of Ethics"), MAS hereby certifies to the Board of Directors of the Funds that MAS has adopted procedures reasonably necessary to prevent Access Persons (as defined in the Code of Ethics) from violating the Code of Ethics. Date:________________________ By:____________________________________ Name: Paul A. Frick Title: Compliance Officer EXHIBIT E MORGAN STANLEY & CO. INCORPORATED ("MS&Co.") ANNUAL CERTIFICATION UNDER RULE 17j-1 OF THE INVESTMENT COMPANY ACT OF 1940 Pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended (the "1940 Act") and pursuant to the Code of Ethics for MS&Co., the Open-End Funds (as defined in the Code of Ethics), Morgan Stanley Dean Witter Investment Management Inc., and Miller, Anderson & Sherrerd, LLP (the "Code of Ethics"), MS&Co. hereby certifies to the Board of Directors of the Open-End Funds that MS&Co. has adopted procedures reasonably necessary to prevent Access Persons (as defined in the Code of Ethics) from violating the Code of Ethics. Date:________________________ By:____________________________________ Name: Harold J. Schaaff, Jr. Title: Managing Director EX-99.B(P)(9) 14 ex-99_bp9.txt EXHIBIT 99.B(P)(9) NICHOLAS-APPLEGATE - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- CODE OF ETHICS AND CONDUCT - ------------------------------------------------------------------------------- NICHOLAS-APPLEGATE CAPITAL MANAGEMENT ================================================================================ NICHOLAS-APPLEGATE SECURITIES ================================================================================ NICHOLAS-APPLEGATE INSTITUTIONAL FUNDS MESSAGE FROM THE MANAGING PARTNER Nicholas-Applegate, quite simply, does not exist without our clients. While it's true we are an investment management firm, known for providing excellent investment returns and client service, a large part of our success is built on our reputation for integrity and professionalism. Our clients place not only their money, but also their trust with us when they hire us. It is up to us as a firm, and each one of us individually, to ensure that trust is upheld. Without it, we would not have a single client, regardless of our investment returns. With this in mind, the firm has long had a formal Code of Ethics in place. Every employee commits to follow this Code when he/she joins the firm, and we, as a firm, are committed to the principles embodied by the Code. The driving principle is actually pretty easy to express: "Our clients come first." Everything, really, flows from that simple statement. When you review and sign the attached Code of Ethics, I'd like you to keep these principles in mind and know that they are supported at our firm from the top down. I'd also like you to recognize that ultimately the Code of Ethics is really just an expression about the way we, as a firm, want to do business, and that it is our responsibility individually, and as a firm, to ensure the Code is followed in spirit, as well as word. The Code can't cover every individual situation that may come up, so we must all use our best efforts to apply the principles of the Code in our everyday business. We, and our clients, should expect nothing less. Art Nicholas i - -------------------------------------------------------------------------------- TABLE OF CONTENTS - -------------------------------------------------------------------------------- A. DEFINITIONS ........................................................................................A-1 I. INTRODUCTION & OVERVIEW...............................................................................1 II. PERSONS COVERED BY THIS CODE a. EMPLOYEES & COVERED PERSONS..................................................................3 b. OUTSIDE FUND DIRECTORS /TRUSTEES.............................................................3 c. THE ADMINISTRATOR ...........................................................................4 III. PERSONAL SECURITIES TRANSACTIONS a. COVERED SECURITIES & TRANSACTIONS............................................................5 b. EXEMPT SECURITIES & TRANSACTIONS.............................................................5 IV. PROCEDURES FOR TRADING SECURITIES a. PRE-CLEARANCE................................................................................7 b. VIOLATIONS...................................................................................8 c. HOLDING PERIOD RESTRICTION..................................................................10 d. BLACKOUT PERIOD.............................................................................10 e. DE MINIMIS TRANSACTIONS.....................................................................10 f. INITIAL PUBLIC OFFERINGS ("IPOS") & PRIVATE PLACEMENTS......................................11 g. FRONT-RUNNING...............................................................................11 h. INSIDE INFORMATION..........................................................................11 V. REPORTS & CERTIFICATIONS REGARDING PERSONAL SECURITIES TRANSACTIONS a. PERSONAL HOLDINGS REPORTS...................................................................13 b. MONTHLY TRANSACTION & GIFT REPORTS..........................................................13 c. DUPLICATE BROKERAGE STATEMENTS & CONFIRMATIONS..............................................14 d. CERTIFICATION OF COMPLIANCE.................................................................14 VI. POTENTIAL CONFLICT OF INTEREST ISSUES a. SERVICE ON BOARDS OF OTHER COMPANIES........................................................15 b. GIFTS ......................................................................................15 c. GIFT PRE-CLEARANCE..........................................................................15 d. GIFT VIOLATIONS ............................................................................16 ii
- -------------------------------------------------------------------------------- TABLE OF CONTENTS (CONT'D) - -------------------------------------------------------------------------------- VII. VIOLATIONS OF THE CODE ..............................................................................17 VIII. ANNUAL BOARD REVIEW .................................................................................18 IX. ADMINISTRATION & CONSTRUCTION .......................................................................19 X. AMENDMENTS & MODIFICATIONS...........................................................................20 - -------------------------------------------------------------------------------- POLICIES & PROCEDURES - INSIDER TRADING POLICY ................................................... APPENDIX I EXAMPLES OF BENEFICIAL OWNERSHIP ................................................................ APPENDIX II PERSONAL TRADING RESTRICTION SUMMARY ........................................................... APPENDIX III EXCEPTIONS TO BAN ON SHORT-TERM TRADING ......................................................... APPENDIX IV CODE OF ETHICS SIGNATURE PAGES.................................................................... APPENDIX V
iii DEFINITIONS - -------------------------------------------------------------------------------- THE FOLLOWING DEFINITIONS APPLY TO THIS CODE OF ETHICS: NACM Nicholas-Applegate Capital Management, Inc., a CA LP NAS Nicholas-Applegate Securities NAIF OR FUNDS Nicholas-Applegate Institutional Funds NA Nicholas-Applegate (I.E., NACM, NAS and NAIF) CODE NA Code of Ethics EMPLOYEES All officers, partners and employees of NACM and NAS, well as part-time employees, consultants, temps and interns after one month COVERED PERSONS Any Employee and any relative by blood or marriage living in the Employee's household or any person who holds an account that names Employee as a beneficiary or otherwise INVESTMENT PERSONNEL Trading Desk personnel, portfolio managers and financial analysts ADMINISTRATOR Brown Brothers Harriman - Administrator of the Funds ADVISORY CLIENTS Shareholders of funds, institutional clients and any other person or entity whom NA provides investment advisory services EXEMPT TRANSACTIONS Any transaction that does not require pre-clearance by NA's Compliance Department prior to execution (e.g., open-end mutual funds, U.S, government securities and named indices as listed in the Code at APPENDIX IV) TRUSTEES Trustees of the Funds BENEFICIAL OWNERSHIP For purposes of this Code, "beneficial ownership" means any interest in a security for which a Covered Person can directly or indirectly receive a monetary benefit, including the right to buy or sell a security, to direct the purchase or sale of a security, or to vote or direct the voting of a security. Please refer to APPENDIX II for additional examples of beneficial ownership A-1 NON-EMPLOYEE TRUSTEES Trustees of the Funds who are not Employees of NACM or NAS (including employees of the Administrator) PERSONAL SECURITIES Any trade in debt or equity securities TRANSACTION executed on a stock market, or other securities not defined as "exempt securities" under the NA Code of Ethics, by a Covered Person. This includes all futures, options, warrants, short-sells, margin calls, or other instrument of investment relating to an equity security EXEMPT SECURITIES Securities, which, under the Code, do not require pre-clearance authorization by the Compliance Department (see page 11 and APPENDIX IV) BLUEFORM Monthly Personal Securities Transaction and Gift Report INSIDER Persons who are officers, directors, employees and spouse and anyone else who is privy to inside information INSIDER TRADING Buying or selling of a security while in possession of material, non-public information or anyone who has communicated such information in connection with a transaction that results in a public trade or information service or medium NON-PUBLIC INFORMATION Any information that is not made known via a public magazine, newspaper or other public document ACCESS PERSON Any Employee of NA, including temporary employees (if here more than one month), interns and consultants (working on NA premises) OPEN-END INVESTMENT Funds that continuously offer new shares and COMPANIES (OPEN-END redeem outstanding shares at NAV on any MUTUAL FUNDS) business day. Shares are purchased directly from the distributor of the funds CLOSED-END INVESTMENT Funds whose shares traded on the secondary COMPANIES market with most being listed on stock exchanges. New shares are not continuously offered, nor are outstanding shares redeemable. A-2 CODE OF ETHICS AND CONDUCT NICHOLAS-APPLEGATE CAPITAL MANAGEMENT NICHOLAS-APPLEGATE SECURITIES NICHOLAS-APPLEGATE INSTITUTIONAL FUNDS REVISED AS OF MARCH 20, 2000 - -------------------------------------------------------------------------------- I. INTRODUCTION & OVERVIEW - -------------------------------------------------------------------------------- Nicholas-Applegate Capital Management ("NACM"), Nicholas-Applegate Securities ("NAS") and Nicholas-Applegate Institutional Funds ("NAIF") (collectively, "NA") have developed and maintain a reputation for integrity and high ethical standards. Therefore, it is essential not only that NA and its employees comply with relevant federal and state securities laws, but that we also maintain high standards of personal and professional conduct. NA's Code of Ethics and Conduct (the "Code") is designed to help ensure that we conduct our business in a manner consistent with these high standards. As a registered investment adviser, NA and its employees owe a fiduciary duty to our clients that requires each of us to place the interests of our clients ahead of our own. A critical component of meeting our fiduciary duty is to avoid potential conflicts of interest. Accordingly, you must avoid all activities, interests and relationships that interfere or appear to interfere with making decisions in the best interests of the shareholders of NAIF (or "Funds") and any other person or entity to which NA provides investment advisory services (together, "Advisory Clients"). Please bear in mind a conflict of interest can arise even if there is no financial loss to Advisory Clients and regardless of the employee's motivation. Many potential conflicts of interest can arise in connection with employee personal trading and related activities. The Code is designed to address and prevent potential conflicts of interest pertaining to personal trading and related activities and is based on the following principles: 1) WE MUST AT ALL TIMES PLACE THE INTERESTS OF OUR ADVISORY CLIENTS FIRST. In other words, as a fiduciary, you must scrupulously avoid serving your own personal interests ahead of the interests of NA Advisory Clients. 2) We must make sure that all PERSONAL SECURITIES TRANSACTIONS ARE CONDUCTED CONSISTENT WITH THE CODE and in such a manner as to avoid any actual or potential conflicts of interest or any abuse of an individual's position of trust and responsibility. 3) WE MUST NOT TAKE INAPPROPRIATE ADVANTAGE OF OUR POSITIONS. The receipt of investment opportunities, perquisites, or gifts from persons seeking business with NA could call into question the exercise of your independent judgment. 1 The Code contains policies and procedures relating to personal trading by Covered Persons, as well as Trustees of the Funds. - -------------------------------------------------------------------------------- YOU MUST BECOME FAMILIAR WITH AND ABIDE BY THE CODE - -------------------------------------------------------------------------------- Compliance with the Code is a condition of your employment with NA. Violations of the Code will be taken seriously and will result in sanctions against the violator, up to and including termination of employment. As with all policies and procedures, the Code was designed to apply to a myriad of circumstances and conduct. However, this Code is not intended to be all-inclusive as no policy can anticipate every potential conflict of interest that can arise in connection with personal trading. - -------------------------------------------------------------------------------- YOU ARE EXPECTED TO ABIDE NOT ONLY BY THE LETTER OF THE CODE, BUT ALSO BY THE SPIRIT OF THE CODE - -------------------------------------------------------------------------------- Whether or not a specific provision of the Code addresses a particular situation, you must conduct your activities in accordance with the general principles contained in the Code and in a manner that is designed to avoid any ACTUAL OR POTENTIAL conflicts of interest. NA reserves the right, when it deems necessary in light of particular circumstances, to impose more stringent requirements on those persons subject to the Code, or to grant exceptions to the Code. Because governmental regulations and industry standards relating to personal trading and potential conflicts of interest can evolve over time, NA reserves the right to modify any or all of the policies and procedures set forth in the Code. If NA revises the Code, the Director of Compliance will provide you with written notification of the changes. You must familiarize yourself with any modifications to the Code. IF YOU HAVE ANY QUESTIONS ABOUT ANY ASPECT OF THE CODE, OR IF YOU HAVE QUESTIONS REGARDING APPLICATION OF THE CODE IN A PARTICULAR SITUATION, CONTACT THE COMPLIANCE DEPARTMENT. 2 - -------------------------------------------------------------------------------- II. PERSONS COVERED BY THIS CODE - -------------------------------------------------------------------------------- A. EMPLOYEES & COVERED PERSONS The policies and procedures set forth in the Code apply to all officers, principals and employees of NACM and NAS (collectively, "Employees"). The Code also applies to all temporary employees, consultants and interns (if here more than one month) who work for NA on premises. The policies and procedures set forth in the Code also apply to all members of an Employee's immediate family which, for purposes of the Code, refers to ANY RELATIVE BY BLOOD OR MARRIAGE LIVING IN THE EMPLOYEE'S HOUSEHOLD (together with Employees, "Covered Persons"). - -------------------------------------------------------------------------------- THE CODE ALSO APPLIES TO ACCOUNTS IN WHICH THE EMPLOYEE IS NAMED AS A BENEFICIARY, TRUSTEE OR IS OTHERWISE ABLE TO EXERCISE INVESTMENT CONTROL - -------------------------------------------------------------------------------- B. OUTSIDE FUND DIRECTORS/TRUSTEES Special rules apply to Fund Trustees who are not employees of NACM or NAS ("Non-Employee Trustees"). Specifically, Non-Employee Trustees are NOT subject to the: - 3-day blackout period; - prohibition on initial public offerings; - restrictions on private placements; - ban on short-term trading profits; - gift restrictions; or - restriction on service as a director. Further, a Non-Employee Trustee is not required to pre-clear personal securities transactions PROVIDED he or she did not have knowledge of any current or pending transactions in the Security that have been completed within the last fifteen (15) calendar days immediately preceding the date of the transaction. A Non-Employee Trustee is not required to submit quarterly personal securities transaction reports, unless he or she knew, or should have known, in the ordinary course of the fulfillment of his or her official duties as a trustee of one of the Funds, that during the 15-day period immediately preceding or following the date of a transaction in a security by the Non-Employee Trustee that such security was purchased or sold, or was considered for a purchase or sale, by a Fund or by NA for an Advisory Client. Non-Employee Trustees also are not required to submit annual portfolio holdings reports to NA. 3 C. THE ADMINISTRATOR Officers of the Fund who are officers or employees of the Fund's Administrator are exempt from all provisions of this Code to the extent that the Administrator has adopted reasonable written policies and procedures regarding personal securities transactions by its employees. 4 - -------------------------------------------------------------------------------- III. PERSONAL SECURITIES TRANSACTIONS - -------------------------------------------------------------------------------- The firm's policies and procedures set forth in the Code regarding personal investing apply to ALL personal securities transactions by Covered Persons, unless a transaction is in an Exempt Security or the transaction is an Exempt Transaction as defined below. A. COVERED SECURITIES & TRANSACTIONS Personal securities transactions subject to the Code include, but are not limited to: - equity securities including common and preferred stock, except as otherwise exempted below; - investment and non-investment grade debt securities; - investments convertible into, or exchangeable for, stock or debt securities; - any derivative instrument relating to any of the above securities, including options, warrants and futures; - any interest in a partnership investment in any of the foregoing; and - shares of closed-end investment companies. B. EXEMPT SECURITIES & TRANSACTIONS The Code pre-clearance procedures and reporting requirements do not apply to the following types of securities and transactions, UNLESS SPECIFIED OTHERWISE, which are referred to as "Exempt Securities" and "Exempt Transactions": EXEMPT SECURITIES 1. Shares of registered open-end mutual funds and money market funds; 2. Treasury bonds, treasury notes, treasury bills, U.S. Savings Bonds, and other instruments issued by the U.S. government or its agencies or instrumentalities; 3. Debt instruments issued by a banking institution, such as bankers' acceptances and bank certificates of deposit; (this does not exempt corporate bonds or high yield bonds) 4. Commercial paper; 5. Municipal bonds; or 6. Stock indices; (SEE APPENDIX IV) EXEMPT TRANSACTIONS 1. Transactions in an account over which a Covered Person has no direct or indirect influence or control; or in any account held by a Covered Person which is managed on a discretionary basis by a person other than the Covered Person and, with respect to which the Covered Person does not influence or control the transactions; 5 2. Transactions that are non-voluntary on the part of the Covered Person (THESE TRANSACTIONS MUST BE REPORTED ON THE MONTHLY REPORT OR "BLUE FORM") (E.G., bond calls, stock splits, spin-offs, etc.); 3. Purchases that are part of an automatic dividend reinvestment plan. However, your initial purchase into a DRIP program must be pre-cleared with Compliance and reported on your first monthly report after starting the program. If you ever contribute more than the automatic deduction to this plan, you must pre-clear this transaction as if it were a non-exempt transaction; 4. Purchases as a result of the exercise by a Covered Person of rights issued pro rata to all holders of a class of securities, to the extent that such rights were acquired from the issuer, and the sale of such rights; 5. Other similar circumstances as determined by the Director of Compliance or General Counsel; or 6. Transactions in options or futures contracts on commodities, currencies or interest rates. Additionally, transactions in accounts over which the Covered Person has no beneficial ownership, nor exercises direct or indirect influence or control, may be excluded from the Code (and treated as Exempt Transactions). IF YOU HAVE ANY QUESTIONS ABOUT WHETHER A PARTICULAR TRANSACTION QUALIFIES AS AN EXEMPT TRANSACTION, CONTACT THE COMPLIANCE DEPARTMENT OR THE GENERAL COUNSEL. 6 - -------------------------------------------------------------------------------- IV. PROCEDURES FOR TRADING SECURITIES - -------------------------------------------------------------------------------- Covered Persons wishing to purchase or sell securities for their own accounts must follow certain procedures designed to avoid actual or potential conflicts of interest. These procedures include pre-clearing the transaction, holding the security for at least the required minimum length of time, and adhering to a blackout period around Advisory Client trades. Please note that these procedures DO NOT APPLY TO EXEMPT SECURITIES AND EXEMPT TRANSACTIONS, as described above. A. PRE-CLEARANCE As a Covered Person, you must submit an Employee Personal Request (an electronic pre-clearance form), which can be found on the NA intranet site at HOME.NACM.COM UNDER TRADING/MONTHLY REPORTS AND FORMS - CTI ITRADE, prior to the purchase or sale of securities for your own account or any accounts over which you have control or have a beneficial interest. In addition, Investment Personnel must have all transactions approved by the Chief Investment Officer ("CIO") (or investment partner in the CIO's absence). Requests received without the required signature will not be cleared. You must submit pre-clearance for ALL PERSONAL SECURITIES transactions, unless the transaction qualifies as an Exempt or De Minimis Transaction (described below). All other purchase or sale transactions, including transactions in equity securities of up to 1,000 shares or $10,000 that are NOT listed on a domestic exchange or have market capitalization of LESS THAN $2 BILLION, must be pre-cleared prior to execution. - -------------------------------------------------------------------------------- TRANSACTIONS IN EQUITY SECURITIES UNDER 1000 SHARES OR $10,000, WITH A MARKET CAPITALIZATION OF OVER $2 BILLION DO NOT NEED PRE-CLEARANCE - -------------------------------------------------------------------------------- However, if you are buying 500 shares or less, the security is on NYSE or the issuer's market capitalization is over $500 million the trade will be approved even if NA is active in the security. NA will treat the pre-clearance process as confidential and will not disclose the information given during the pre-clearance process, except as required by law or for applicable business purposes. As a Covered Person, you cannot execute the requested transaction until you receive authorization from the Compliance Department to do so. Pre-clearance requests will be processed by the Compliance Department as quickly as possible. PLEASE REMEMBER THAT PRE-CLEARANCE APPROVAL IS NOT AUTOMATICALLY GRANTED FOR EVERY TRADE. 7 PRIORITY PRE-CLEARANCE WINDOW Compliance Department personnel will give priority attention to any pre-clearance request submitted prior to 9:00 a.m. In these cases, you will normally receive notification of your pre-clearance approval or denial within 10-15 minutes. Pre-clearance requests submitted after 9:00 a.m. will be processed in as timely a manner as possible, but other Compliance Department duties may delay the response for two (2) hours or more (depending on department priorities) after submission. PRE-CLEARANCE PERIOD Pre-clearance must be obtained on the date of the proposed transaction. Pre-clearance approval for domestic Personal Securities Transactions effected through a broker-dealer is the day it is pre-cleared up until the "market open" the next business day (6:30 a.m. PT, except holidays) after the day that pre-clearance was obtained. - -------------------------------------------------------------------------------- IF YOU DECIDE NOT TO EXECUTE THE TRANSACTION ON THE DAY YOUR PRE-CLEARANCE APPROVAL IS GIVEN, OR YOUR ENTIRE TRADE IS NOT EXECUTED, YOU MUST REQUEST PRE-CLEARANCE AGAIN AT SUCH TIME AS YOU DECIDE TO EXECUTE THE TRADE - -------------------------------------------------------------------------------- Pre-clearance approval is valid only for the particular security and quantity indicated on the Form. For example, if you wish to increase the size of the transaction, you must submit a new pre-clearance request and receive a new pre-clearance approval. However, you may decrease the size of the transaction without obtaining new authorization, but should inform Compliance if this is done. Failure to obtain pre-clearance for a personal securities transaction is a serious breach of NA's Code. If you fail to obtain pre-clearance approval for your personal securities transaction, you will be subject to disciplinary action, up to and including termination of employment. You may also be required to cancel the trade and bear any losses that occur. You may also be required to disgorge any profits realized on the unauthorized trade and donate them to a charity designated by NA (see below). B. VIOLATIONS 1. MONTHLY REPORTING VIOLATIONS You must complete your Personal Security Transaction and Gift Report ("Blueform") via the intranet site by the end of the 10th day of each month, regardless of whether you had any trading or gift activity for that month. 8 ------------------------------------------------------------------------- YOU MUST SUBMIT YOUR BLUEFORM BY THE 10TH OF EVERY MONTH ------------------------------------------------------------------------- The Executive Committee member with oversight of your department may grant exceptions to this requirement for legitimate business or personal reasons. However, you should make every reasonable effort to submit your report in a timely manner. ------------------------------------------------------------------------- IF YOU FAIL TO REMIT YOUR BLUEFORM ON TIME, YOU WILL BE FINED $50 FOR THE FIRST DAY LATE & $10 FOR EACH ADDITIONAL DAY THE REPORT IS LATE. ------------------------------------------------------------------------- 2. TRADING VIOLATIONS Any trading-related violation of this Code, including failure to properly pre-clear a non-exempt personal trade, etc., will incur the following sanctions, IN ADDITION TO disgorging any profits on personal trades that conflict with NA client transactions: ------------------------------------------------------------------------- FIRST VIOLATION ------------------------------------------------------------------------- - A fine of 0.5% of base salary up to $500; - Meet with Department Head and the Director of Compliance to discuss and re-sign the Code of Ethics. ------------------------------------------------------------------------- SECOND VIOLATION (WITHIN 12 MONTHS) ------------------------------------------------------------------------- - A fine of 1% of base salary up to $1,000; - Meet with Department Head and the Director of Compliance to discuss and re-sign the Code of Ethics; - Written warning to personnel file; ------------------------------------------------------------------------- THIRD VIOLATION (WITHIN 12 MONTHS) ------------------------------------------------------------------------- - A fine of 2% of base salary up to $2,000; - Meet with Department Head and the Director of Compliance to discuss and re-sign the Code of Ethics; - Written warning to personnel file; - Prohibition from trading personally for a specific period of time (E.G., 6 months to 1 year) except to close out current positions; - May result in termination of employment with NA. All fines will be paid to a charity of NA's choice: currently the United Way. Checks will be submitted to Compliance and forwarded to the selected charity. 9 C. HOLDING PERIOD RESTRICTION As a general principle, personal securities transactions must be for investment purposes and not for the purposes of generating short-term profits. Any profits realized on a sale of a security held less than 60 days will be disgorged, with a check written to a charity of NA's choice, currently the United Way. Checks will be submitted to Compliance and forwarded to the selected charity. You may, however, sell a security held less than 60 days if the security is being sold for no profit. This holding period restriction does not apply to Exempt Securities or Exempt Transactions. NA's Director of Compliance or General Counsel may also grant exceptions to this prohibition in limited circumstances (E.G., bankruptcy, eviction, personal health emergency, etc.) upon prior written request. ------------------------------------------------------------------------- YOU MAY NOT SELL A SECURITY ACQUIRED WITHIN THE PREVIOUS 60 DAYS, UNLESS SELLING AT A LOSS ------------------------------------------------------------------------- D. BLACKOUT PERIOD As a Covered Person, you may not buy or sell equity securities for your personal accounts if: - NA has engaged in a transaction in the same or an equivalent security for an Advisory Client account within the last three (3) days, OR - the security is on the NA trading blotter or proposed blotter. In the event you effect a prohibited personal securities transaction within 3 business days before or after an Advisory Client account transaction in the same or equivalent security, you will be required to close out your position in the security and disgorge any profit realized from the transaction to a charity designated by NA. However, if you properly obtained pre-clearance for a transaction and an Advisory Client account subsequently transacted in the same security within 3 days of your transaction, this will not normally result in required disgorgement, unless otherwise determined by NA's Director of Compliance or General Counsel. The blackout period does not apply to transactions that qualify as Exempt Securities or Exempt Transactions. E. DE MINIMIS TRANSACTIONS You are NOT required to pre-clear certain de minimis transactions that meet the following criteria. However, you must report these transactions on your monthly Blue Form: 10 EQUITY SECURITIES Any purchase or sale transaction of up to 1,000 shares or $10,000 DAILY in a NYSE-listed security or any security listed on another domestic exchange (including NASDAQ) with a market capitalization of at least $2 billion. DEBT SECURITIES Any purchase or sale transaction of up to 100 units ($100,000 principal amount) in an issuer with a market capitalization of at least $2 billion. ------------------------------------------------------------------------- ALL DE MINIMIS TRANSACTIONS ARE SUBJECT TO THE HOLDING PERIOD RESTRICTION ------------------------------------------------------------------------- F. INITIAL PUBLIC OFFERINGS ("IPOS") & PRIVATE PLACEMENTS As a Covered Person, you may not engage in a personal securities transaction in any security in a private placement or IPO without prior written approval of NA's Director of Compliance or its General Counsel. In considering such approval, the Director of Compliance or General Counsel will take into account, among other factors, whether the investment opportunity is available to and/or should be reserved for an Advisory Client account, and whether the opportunity is being offered to the Covered Person by virtue of his or her position. If you are approved to engage in a personal securities transaction in a private placement or IPO, you must disclose that investment if you play a part directly or indirectly in subsequent investment considerations of the security for an Advisory Client account. In such circumstances, NA's decision to purchase or sell securities of the issuer shall be subject to an independent review by an NA Employee with no personal interest in the issuer. In addition, you may also be required to refrain from trading the security. G. FRONT-RUNNING As a Covered Person, you may not front-run an order or recommendation, even if you are not handling the order or the recommendation (and even if the order or recommendation is for someone other than the Covered Person). Front-running consists of executing a transaction based on the knowledge of the forthcoming transaction or recommendation in the same or an underlying security, or other related securities, within three (3) business days preceding a transaction on behalf of an Advisory Client. H. INSIDE INFORMATION As a Covered Person, you may not use material, non-public information about any issuer of securities, whether or not such securities are held in the portfolios of Advisory Clients or suitable for inclusion in such portfolios, for personal gain or on behalf of an Advisory Client. If you believe you are in possession of such information, you must contact NA's Director of 11 Compliance immediately to discuss the information and the circumstances surrounding its receipt. This prohibition does not prevent a Covered Person from contacting officers and employees of issuers or other investment professionals in seeking information about issuers that is publicly available. (REFER TO NA'S INSIDER TRADING POLICY ATTACHED APPENDIX I FOR MORE INFORMATION.) ------------------------------------------------------------------------- AS A COVERED PERSON, YOU MAY NOT USE MATERIAL, NON-PUBLIC INFORMATION ABOUT ANY ISSUER OF SECURITIES ------------------------------------------------------------------------- IF YOU HAVE ANY REGARDING PERSONAL TRADING, CONTACT THE COMPLIANCE DEPARTMENT OR THE GENERAL COUNSEL. 12 - -------------------------------------------------------------------------------- V. REPORTS & CERTIFICATIONS REGARDING PERSONAL SECURITIES TRANSACTIONS - -------------------------------------------------------------------------------- A. PERSONAL HOLDINGS REPORTS In order to address potential conflicts of interest that can arise when a Covered Person acquires or disposes of a security, and to help ensure compliance with the Code, as a Covered Person, you must submit a Personal Holdings Report at the time of commencement of employment with NACM or NAS and annually thereafter with a list of all securities holdings in which you have a beneficial interest (other than interests in Exempt Securities). ------------------------------------------------------------------------- YOU MUST SUBMIT A COMPLETE PERSONAL HOLDINGS REPORT UPON COMMENCEMENT OF EMPLOYMENT & ANNUALLY THEREAFTER ------------------------------------------------------------------------- B. MONTHLY TRANSACTION & GIFT REPORTS As a Covered Person, you must file a Monthly Securities Transaction and Gift Report ("Blueform") with Compliance by the 10th day of each month for the previous month (E.G., a September Blue Form would be due by the 10th of October). If you did not execute any securities transactions during the applicable month, you must still submit a Blue Form indicating that fact. You file these Reports electronically on the NA Intranet site at HTTP://HOME.NACM.COM/COMPLIANCE. The Compliance Department receives all Report confirmations via email and stores them in a master database that is archived annually to CD ROM. Your Report must contain the following information with respect to each reportable personal securities transaction. All fields must be completed in order for your report to be successfully filed: - Date of transaction; - Nature of the transaction (purchase, sale or any other type of acquisition or disposition); - Security name; - Security symbol or CUSIP; - Number of shares/par; - Principal amount of each security and/or the price at which the transaction was effected; and - Name of the broker, dealer or bank with or through whom the transaction was effected. 13 Monthly Reports may contain a statement that the report is not to be construed as an admission that the person filing the report has or had any direct or indirect beneficial interest in any security described in the report. C. DUPLICATE BROKERAGE STATEMENTS & CONFIRMATIONS To assist NA in monitoring compliance with the Code, as a Covered Person, you must instruct each broker-dealer with whom you maintain an account to send duplicate copies of all transaction confirmations and statements directly to NA's Compliance Department. This requirement does not apply to accounts that are exclusively hold Exempt Securities or are held at a mutual fund company. D. CERTIFICATION OF COMPLIANCE As a newly hired Employee, you must certify that you have read, understand and will comply with the Code. As a continuing Employee, you must annually certify that you have read, understand, have complied, and will continue to comply, with the Code. 14 - -------------------------------------------------------------------------------- VI. POTENTIAL CONFLICT OF INTEREST ISSUES - -------------------------------------------------------------------------------- Certain activities, while not directly involving personal trading issues, nonetheless raise similar potential conflict of interest issues and are appropriate for inclusion in the Code. These monitored activities are as follows: A. SERVICE ON BOARDS OF OTHER COMPANIES As a Covered Person, you are prohibited from serving on the board of directors of any PUBLICLY TRADED company or organization. In addition, if you wish to serve on the board of directors of a PRIVATELY HELD "for profit" company, you must first obtain prior written approval from NA's Director of Compliance or General Counsel. It is not necessary to obtain approval to serve on the board of directors of entities such as schools, churches, industry organizations or associations, or similar non-profit boards. B. GIFTS As a Covered Person, you may not seek any gift, favor, gratuity, or preferential treatment from any person or entity that: - does business with or on behalf of NA; - is or may appear to be connected with any present or future business dealings between NA and that person or organization; or - may create or appear to create a conflict of interest. You may only accept gifts offered as a courtesy. You must report on your monthly Blueform all gifts, favors or gratuities valued at $25 MORE (EXCEPT MEALS VALUED AT LESS THAN $50). Non-Employee Trustees only need to report gifts if values in excess of $100 AND the gift is given in connection with the Trustee's affiliation with the NA. C. GIFT PRE-CLEARANCE You must submit a gift pre-clearance form and obtain prior written approval for all gifts with a fair market value in excess of $100. Fair market value applies to the value of the total gift (E.G., if you receive 4 tickets valued at $55 a piece, this is considered a gift in valued over $100 and must be pre-cleared). You must make every reasonable effort to obtain approval from your direct supervisor and the Compliance Department PRIOR to accepting anything of value over $100. In the event that pre-approval is not possible, you must make disclosure as soon as possible after the gift/event, in any event, no later than on your next Blue Form. A gift may be denied or required to be returned or reimbursed if you receive an excessive number of gifts, especially if received from a single source or if the total dollar value of gifts received during a single year is deemed excessive. 15 D. GIFT VIOLATIONS In the event you fail to properly disclose and/or pre-clear these items, the Management Committee will require the employee personally to either donate the fair market value of the item (or the item itself) to charity or directly reimburse the person or entity responsible for giving the item. As a Covered Person, you may not offer any gifts, favors or gratuities that could be viewed as influencing decision-making or otherwise could be considered as creating a conflict of interest on the part of the recipient. You must never give or receive gifts or entertainment that would be controversial to either you or NA, if the information was made public. You should be aware that certain NA clients might also place restrictions on gifts YOU may give to their employees. 16 - -------------------------------------------------------------------------------- VII. VIOLATIONS OF THE CODE - -------------------------------------------------------------------------------- A violation of this Code is subject to the imposition of such sanctions as may be deemed appropriate under the circumstances to achieve the purposes of this Code. NA's Director of Compliance and the Executive Committee will determine sanctions for violations of the Code. Such sanctions may include those previously described, as well as others deemed appropriate. Sanctions for a material violation (I.E., one that involves an actual conflict or appearance of impropriety) of this Code by a Trustee of the Funds will be determined by a majority vote of that Fund's Disinterested Trustees. IF YOU HAVE ANY QUESTIONS ABOUT ANY ASPECT OF THE CODE, CONTACT THE DIRECTOR OF COMPLIANCE. 17 - -------------------------------------------------------------------------------- VIII. ANNUAL BOARD REVIEW - -------------------------------------------------------------------------------- The NA management annually prepares a report to the Funds' boards summarizing existing procedures concerning personal trading (including any changes in the Code), highlights material violations of the Code requiring significant corrective action and identifies any recommended changes to the Code. 18 - -------------------------------------------------------------------------------- IX. ADMINISTRATION & CONSTRUCTION - -------------------------------------------------------------------------------- NA's Director of Compliance serves as the "Administrator" of this Code. The Administrator's duties include: - Maintenance of a current list of Covered Persons; - Providing all Employees with a copy of the Code and periodically informing them of their duties and obligations under the Code; - Supervising the implementation and enforcement of the terms of the Code; - Maintaining or supervising the maintenance of all records and reports required by the Code; - Preparing a list of all transactions effected by any Covered Person during the three (3) day blackout period; - Determining whether any particular securities transactions should be exempted pursuant to the provisions of Section III of the Code; - Issuing, either personally or with the assistance of counsel, any interpretation of the Code which would be consistent with the objectives of the Code; - Conducting inspections or investigations reasonably required to detect and report material violations of the Code and provide recommendations relative to these violations to NA's Management Committee, or the Board of Trustees of a Fund or any Committee appointed by them to deal with such information; - Submitting a quarterly report to the Trustees of each Fund containing a description of any material violation and action taken and any other significant information concerning administration of the Code; and - Regular reporting on Code compliance to the Executive Committee and General Counsel. 19 - -------------------------------------------------------------------------------- X. AMENDMENTS & MODIFICATIONS - -------------------------------------------------------------------------------- This Code may be amended or modified as deemed necessary by the officers of the Funds, with the advice of Fund counsel, provided such amendments or modifications shall be submitted to the Board of Trustees of the Funds for ratification and approval at the next available meeting. This version of the Code has been amended taking into account the recent amendments to Rule 17j-1 under the Investment Company Act of 1940. This Code is effective as of March 20, 2000 to be ratified by the Board of Trustees of the Funds at its next regularly scheduled meeting. 20 - -------------------------------------------------------------------------------- APPENDIX I - -------------------------------------------------------------------------------- NICHOLAS-APPLEGATE CAPITAL MANAGEMENT NICHOLAS-APPLEGATE SECURITIES POLICIES AND PROCEDURES CONCERNING THE MISUSE OF MATERIAL NON-PUBLIC INFORMATION ("INSIDER TRADING") Every employee of Nicholas-Applegate Capital Management, a California Limited Partnership ("NA") must read and retain a copy of these Policies and Procedures. Any questions regarding the Policies and Procedures described herein should be referred to NA's Compliance Department ("Compliance"). - -------------------------------------------------------------------------------- SECTION I. POLICY STATEMENT ON INSIDER TRADING ("POLICY STATEMENT") - -------------------------------------------------------------------------------- NA's Policy Statement applies to every Employee and extends to activities both within and outside the scope of their duties at NA. NA forbids any Employee from engaging in any activities that would be considered "insider trading." The term "insider trading" is not defined in the federal securities laws, but generally is understood to prohibit the following activities: - Trading by an insider, while in possession of material non-public information; - Trading by a non-insider, while in possession of material non-public 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; - Recommending the purchase or sale of securities while in possession of material non-public information; or - Communicating material non-public information to others (I.E., "tipping"). The elements of insider trading and the penalties for such unlawful conduct are discussed below. If you have any questions regarding this Policy Statement you should consult the Compliance Department. WHO IS AN INSIDER? The concept of "insider" is broad and it includes officers, partners and employees of a company. 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, company attorneys, accountants, consultants, bank lending officers, and the employees of these organizations. In addition, NA and its Employees may become temporary insiders of a company that NA advises or for which NA performs other services. According to the U.S. Supreme Court, before an outsider will be considered a temporary insider for these purposes, the company I-1 must expect the outsider to keep the disclosed non-public information confidential and the relationship must, at least, imply such a duty. WHAT IS MATERIAL INFORMATION? Trading, tipping, or recommending securities transactions while in possession of inside information is not an actionable activity UNLESS the information is "material." Generally, information is considered material if: (i) there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions or (ii) it is reasonably certain to have a substantial effect on the price of a company's securities. Information that should be considered material includes, but is not limited to: - dividend changes; - earnings estimates; - changes in previously released earnings estimates; - a joint venture; - the borrowing of significant funds; - a major labor dispute, merger or acquisition proposals or agreements; - major litigation; - liquidation problems; and - extraordinary management developments. For information to be considered material, it need not be so important that it would have changed an investor's decision to purchase or sell particular securities; rather it is enough that it is the type of information on which reasonable investors rely in making purchase or sale decisions. The materiality of information relating to the possible occurrence of any future event would depend on the likelihood that the event will occur and its significance if it did occur. Material information does not have to relate to a company's business. For example, in U.S. V. CARPENTER, 791 F.2d 1024 (2d Cir. 1986), AFF'D, 484 U.S. 19 (1987) (affirmed without opinion by an evenly divided court with respect to the charge of insider trading, based on the "misappropriation" theory), the court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a WALL STREET JOURNAL reporter was found criminally liable for disclosing to others the dates that reports on various companies would appear in the JOURNAL and whether those reports would be favorable or not. WHAT IS NON-PUBLIC INFORMATION? All information is considered non-public 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 SEC, or appearing in DOW JONES, REUTERS ECONOMIC SERVICES, THE WALL STREET JOURNAL or other publications of general circulation would be considered public. Information in bulletins and research reports disseminated by brokerage firms are also generally considered to be public information. I-2 BASIS FOR LIABILITY In order to be found liable for insider trading, one must either (i) have a fiduciary relationship with the other party to the transaction and have breached the fiduciary duty owed to that other party, or (ii) have misappropriated material non-public information from another person. FIDUCIARY DUTY THEORY --------------------- Insider trading liability may be imposed on the theory that the insider breached a fiduciary duty to a company. In 1980, the U.S. Supreme Court held that there is no general duty to disclose before trading on material non-public information, and that such a duty arises only where there is a fiduciary relationship. That is, there must be an existing relationship between the parties to the transaction such that one party has a right to expect that the other party would either (a) disclose any material non-public information, if appropriate or permitted to do so, or (b) refrain from trading on such material non-public information. CHIARELLA V. U.S., 445 U.S. 222 (1980). In DIRKS V. SEC, 463 U.S. 646 (1983), the U.S. Supreme Court stated alternative theories under which non-insiders can acquire the fiduciary duties of insiders: (a) they can enter into a confidential relationship with the company through which they gain the information (E.G., attorneys, accountants, etc.), or (b) they can acquire a fiduciary duty to the company's shareholders as "tippees" if they were aware, or should have been aware, that they had been given confidential information by an insider that violated his or her fiduciary duty to the company's shareholders by providing such information to an outsider. However, in the "tippee" situation, a breach of duty occurs ONLY where the insider personally benefits, directly or indirectly, from the disclosure. Such benefit does not have to be pecuniary, and can be a gift, a reputational benefit that will translate into future earnings, or even evidence of a relationship that suggests a QUID PRO QUO. MISAPPROPRIATION THEORY ----------------------- Another basis for insider trading liability is the "misappropriation" theory. Under the misappropriation theory, liability is established when trading occurs as a result of, or based upon, material non-public information that was stolen or misappropriated from any other person. In U.S. V. CARPENTER, SUPRA, the court held that a columnist for THE WALL STREET JOURNAL had defrauded the JOURNAL when he obtained information that was to appear in the JOURNAL and used such information for trading in the securities markets. The court held that the columnist's misappropriation of information from his employer was sufficient to give rise to a duty to disclose such information or abstain from trading thereon, even though the columnist owed no direct fiduciary duty to the issuers of the securities described in the column or to purchasers or sellers of such securities in the marketplace. Similarly, if information is given to an analyst on a confidential basis and the analyst uses that information for trading purposes, liability could arise under the misappropriation theory. I-3 PENALTIES FOR INSIDER TRADING Penalties for trading on, or communicating material non-public information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he or she did not personally benefit from the violation. Penalties include: - Civil injunctions; - Criminal penalties for individuals of up to $1 million and for "non-natural persons" of up to $2.5 million plus, for individuals, a maximum jail term from five to ten years; - Private rights of actions for disgorgement of profits; - Civil penalties for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited; - Civil penalties for the employer or other controlling person of up to the greater of $1 million per violation or three times the amount of the profit gained or loss avoided, as a result of each violation; and - A permanent bar, pursuant to the SEC's administrative jurisdiction, from association with any broker, dealer, investment company, investment adviser, or municipal securities dealer. In addition, any violation of this Policy Statement can be expected to result in serious sanctions by NA, including dismissal of the persons involved. - -------------------------------------------------------------------------------- SECTION II. PROCEDURES TO IMPLEMENT NA'S POLICY STATEMENT - -------------------------------------------------------------------------------- The following procedures have been established to aid NA's Employees in avoiding insider trading, and to aid NA in preventing, detecting and imposing sanctions against insider trading. Every Employee of NA must follow these procedures or risk serious sanctions, as described above. If you have any questions about these procedures you should consult with the Director of Compliance. IDENTIFYING INSIDER INFORMATION Before trading for yourself or others, including for any client accounts managed by NA, in the securities of a company about which you may have potential insider information, or revealing such information to others or making a recommendation based on such information, you should ask yourself the following questions. - Is the information material? - Is this information that an investor would consider important in making an investment decision? - Is this information that would substantially affect the market price of the securities if generally disclosed? - Is the information non-public? I-4 - To whom has this information been provided? - Has the information been effectively communicated to the marketplace by being published in THE WALL STREET JOURNAL or other publications of general circulation, or has it otherwise been made available to the public? If, after consideration of the above, you believe that the information is material and non-public, or if you have questions as to whether the information may be material and non-public, you should take the following steps. - Report the matter immediately to Compliance and disclose all information that you believe may bear on the issue of whether the information you have is material and non-public; - Refrain from purchasing or selling securities with respect to such information on behalf of yourself or others, including for client accounts managed by NA; and - Refrain from communicating the information inside or outside NA, other than to Compliance. After Compliance has reviewed the issue, you will be instructed to continue the prohibitions against trading, tipping, or communication, or you will be allowed to trade and communicate the information. In appropriate circumstances, our Director of Compliance will consult with our General Counsel as to the appropriate course of action. PERSONAL SECURITIES TRADING All Employees of NA must adhere to NA's Code of Ethics and Conduct ("Code") with respect to: - securities transactions effected for their own account, - accounts over which they have a direct or indirect beneficial interest, and - accounts over which they exercise any direct or indirect influence. Please refer to NA's Code as necessary. In accordance with the Code, Employees are required to obtain prior written approval from Compliance for all personal securities transactions (unless otherwise exempt under the Code) and to submit to Compliance a Monthly Securities Transaction and Gift Report ("Blueform") concerning all equity securities transactions as required by NA's Code. RESTRICTING ACCESS TO MATERIAL NON-PUBLIC INFORMATION Information in your possession that you identify, or that has been identified to you as material and non-public, must not be communicated to anyone, except as provided above. In addition, you should make certain that such information is secure. For example, files containing material non-public information should be sealed and inaccessible and access to computer files containing material non-public information should be restricted by means of a password or other similar restriction. I-5 RESOLVING ISSUES CONCERNING INSIDER TRADING If, after consideration of the items set forth above, doubt remains as to whether information is material or non-public, or if there is any unresolved question as to the applicability or interpretation of the foregoing procedures, or as to the propriety of any action, please discuss such matters with our Director of Compliance before trading or communicating the information in question to anyone. SUPERVISORY PROCEDURES NA's Compliance Department is critical to the implementation and maintenance of these Policies and Procedures against insider trading. The supervisory procedures set forth below are designed to detect and prevent insider trading. PREVENTION OF INSIDER TRADING ----------------------------- In addition to the pre-approval and monthly reporting procedures specified in the Code concerning personal securities transactions, the following measures have been implemented to prevent insider trading by NA's Employees. 1. All Employees of NA will be provided with a copy of these Policies and Procedures regarding insider trading. 2. Compliance will, as deemed necessary, conduct educational seminars to familiarize Employees with NA's Policies and Procedures. Such educational seminars will target, in particular, persons in sensitive areas of NA who may receive inside information more often than others; 3. Compliance will answer questions regarding NA's Policies and Procedures; 4. Compliance will resolve issues of whether information received by an Employee of NA is material and non-public; 5. Compliance will review these Policies and Procedures on a regular basis and update as necessary; 6. Whenever it has been determined that an Employee of NA has possession of material non-public information, Compliance will (i) implement measures to prevent dissemination of such information, and (ii) restrict Employees from trading in the securities by placing such securities on NA's Restricted List; and 7. Upon the request of any Employee, Compliance will review and any requests for clearance to trade in specified securities and either approve or disapprove. DETECTION OF INSIDER TRADING ---------------------------- To detect insider trading, Compliance will: 1. Review the personal securities transaction reports filed by each Employee, including subsequent monthly review of all personal securities transactions; 2. Review the trading activity of client accounts managed by NA; 3. Review the trading activity of NA's own accounts, if any; and I-6 4. Coordinate the review of such reports with other appropriate Employees of NA when Compliance has reason to believe inside information has been provided to certain Employees. REPORTS TO MANAGEMENT --------------------- Promptly upon learning of a potential violation of NA's Policies and Procedures, Compliance will prepare a confidential written report to management, providing full details and recommendations for further action. In addition, Compliance will prepare reports to management, when appropriate, setting forth: 1. A summary of existing procedures to prevent and detect insider trading; 2. Full details of any investigation, either internal or by a regulatory agency, of any suspected insider trading and the results of such investigation; 3. An evaluation of the current procedures and any recommendations for improvement; and 4. A description of NA's continuing education program regarding insider trading, including the dates of any seminars since the last report to management. In response to such report, management will determine whether any changes to the Policies and Procedures might be appropriate. I-7 - -------------------------------------------------------------------------------- APPENDIX II - -------------------------------------------------------------------------------- EXAMPLES OF BENEFICIAL OWNERSHIP -------------------------------- >> Securities held by an Access Person for their own benefit, regardless of the form in which held; >> Securities held by others for an Access Person's benefit, such as securities held by custodians, brokers, relatives, executors or administrators; >> Securities held by a pledgee for an Access Person's account; >> Securities held by a trust in which an Access Person has an income or remainder interest, unless the Access Person's only interest is to receive principal (a) if some other remainderman dies before distribution or (b) if some other person can direct by will a distribution of trust property or income to the Access Person; >> Securities held by an Access Person as trustee or co-trustee, where the Access Person or any member of their immediate family (I.E., spouse, children or their descendants, stepchildren, parents and their ancestors, and stepparents, in each case treating a legal adoption as a blood relationship) has an income or remainder interest in the trust; >> Securities held by a trust of which the Access Person is the settlor, if the Access Person has the power to revoke the trust without obtaining the consent of all the beneficiaries; >> Securities held by a general or limited partnership in which an Access Person is either the general partner of such partnership or a controlling partner of such entity (E.G., Access Person owns more than 25% of the partnership's general or limited partnership interests); >> Securities held by a personal holding company controlled by an Access Person alone or jointly with others; >> Securities held in the name of an Access Person's spouse - unless legally separated or divorced; >> Securities held in the name of minor children of an Access Person or in the name of any relative of an Access Person or of their spouse (including an adult child) who is presently sharing the Access Person's home; >> Securities held in the name of any person other than an Access Person and those listed in above, if by reason of any contract, understanding, relationship, agreement, or other arrangement the Access Person obtains benefits equivalent to those of ownership; and >> Securities held in the name of any person other than an Access Person , even though the Access Person does not obtain benefits equivalent to those of ownership (as described above), if the Access Person can vest or re-vest title in himself. II-1 - -------------------------------------------------------------------------------- APPENDIX III - -------------------------------------------------------------------------------- QUICK REFERENCE GUIDE
- ----------------------------------------------------------------------------------------------------------------------------- PRE- BLACK-OUT HOLDING TRADING FINE DISGORGEMENT DESCRIPTION CLEAR REPORT PERIOD PERIOD APPLIES REQUIRED - ----------- ("Blue Form") - ----------------------------------------------------------------------------------------------------------------------------- EXEMPT SECURITIES: NO NO NO NO N/A N/A Open-end mutual funds, US Gov't securities, BAs, CDs, CP, Muni bonds and stock indices - ----------------------------------------------------------------------------------------------------------------------------- EXEMPT TRANSACTIONS: NO NO NO NO N/A N/A No control or influence, non-voluntary, automatic dividend reinvestment plan, exercise of pro-rata rights issue, options or futures on commodities, currencies or interest rates - ----------------------------------------------------------------------------------------------------------------------------- DE MINIMIS TRANSACTIONS: NO YES NO YES YES YES 1,000 shares or $10,000 and NYSE or other listed domestic exchange, including NASDAQ, and market cap = $2 billion (daily limit) - ----------------------------------------------------------------------------------------------------------------------------- = 500 shares, NYSE, or market cap = $500 YES YES NO YES YES YES million - -----------------------------------------------------------------------------------------------------------------------------
NOTE: THIS INFORMATION IS PROVIDED AS A SUMMARY ONLY. YOU ARE RESPONSIBLE TO ENSURE YOUR PERSONAL SECURITIES TRADING COMPLIES WITH THE CODE. PLEASE REFER TO THE CODE FOR FURTHER DETAILS. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT COMPLIANCE. - -------------------------------------------------------------------------------- III-1 - -------------------------------------------------------------------------------- APPENDIX IV - -------------------------------------------------------------------------------- EXEMPT INDICES The following are exempt from the 60-DAY MINIMUM hold rule and are exempt from pre-clearance: - - S&P 500 Index - - S&P 100 Index - - S&P Mid Cap Index (400 Issues) - - S&P Small Cap Index (600 Issues) - - NASDAQ 100 Index - - Russell 2000 Index - - Wilshire Small Cap Index (250 Issues) - - EUROTOP 100 Index - - Financial Times Stock Exchange (FT-SE) 100 Index - - Japan Index (210 Issues) - - NYSE Composite Index (2400 Issues) - - PHLX National OTC Index (100 Issues) - - Standard & Poor's Depository Receipts (SPDRs) - - Standard & Poor's Mid Cap 400 Depository Receipts (Mid Cap SPDRs) - - Gold/Silver Index Options - - World Equity Benchmark Shares (WEBS) - - JP Morgan Commodity Indexed Preferred Securities, Series A (Symbol JPO) - - Dow Jones Industrials Diamonds (DIA) - - NASDAQ 100 Shares (QQQ) The Director of Compliance may approve any other Index on a case-by-case basis. If you have any questions regarding the above, please contact the Compliance Department. IV-1 - -------------------------------------------------------------------------------- APPENDIX V - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NEW HIRES: PLEASE COMPLETE, SIGN & RETURN THE FOLLOWING 4 PAGES TO THE COMPLIANCE DEPARTMENT WITHIN 5 DAYS OF YOUR DATE OF HIRE YOU ARE NOT PERMITTED TO EXECUTE ANY PERSONAL TRADES UNTIL THESE CERTIFICATES ARE FILED. ANNUAL RECERTIFICATION (PRESENT EMPLOYEES): YOU ARE REQUIRED TO COMPLETE, SIGN & RETURN THE FOLLOWING 4 PAGES TO THE COMPLIANCE DEPARTMENT BY THE ANNUAL DUE DATE (STATED IN RENEWAL PACKET). IF IT IS RECEIVED AFTER THAT DATE YOU WILL INCUR A FINE AS FOLLOWS - $50 FOR THE FIRST DAY LATE & $10 EVERY DAY AFTER THAT. ALL FINES ARE WRITTEN & SENT TO THE UNITED WAY. YOU WILL ALSO BE RESTRICTED FROM TRADING UNTIL THESE CERTIFICATES ARE RECEIVED IN COMPLIANCE (ONLY IF LATE). THANK YOU - -------------------------------------------------------------------------------- V-1 - -------------------------------------------------------------------------------- NICHOLAS-APPLEGATE INSTITUTIONAL FUNDS NICHOLAS-APPLEGATE SECURITIES NICHOLAS-APPLEGATE CAPITAL MANAGEMENT CERTIFICATE OF COMPLIANCE - ----------------------------------- NAME (PLEASE PRINT) This is to certify that the Code of Ethics and Conduct ("Code"), updated as of March 2000, is available for my review on the intranet site (home.nacm.com) for the year 2000. I have read and understand the Code. I certify that I will comply with these policies and procedures during the course of my employment by NACM or NAS. Moreover, I agree to promptly report to the Director of Compliance any violation, or possible violation of this Code, of which I become aware. I understand that a violation of this Code will be grounds for disciplinary action or dismissal and may also be a violation of federal and/or state securities laws. - ------------------------------------ SIGNATURE - ------------------------------------ DATE - -------------------------------------------------------------------------------- V-2 - -------------------------------------------------------------------------------- NICHOLAS-APPLEGATE CAPITAL MANAGEMENT NICHOLAS-APPLEGATE SECURITIES INSIDER TRADING POLICY {APPENDIX I} CERTIFICATE OF COMPLIANCE - ------------------------------------ NAME (PLEASE PRINT) This is to certify that I have read and understand the policies and procedures of NA's Insider Trading Policy (the "Policy"), updated as of March 2000, and available for my review on the intranet site (home.nacm.com) for the year 2000. I certify that I will comply with these policies and procedures during the course of my employment with NA. Moreover, I agree to promptly report to the Director of Compliance any violation, or possible violation, of the Policy of which I became aware. I understand that violation of the Policy will be grounds for disciplinary action or dismissal and may also be a violation of federal and/or state securities laws. - ------------------------------------ SIGNATURE - ------------------------------------ DATE - -------------------------------------------------------------------------------- V-3 PERSONAL HOLDINGS REPORT AS REQUIRED IN Section V of the NA's Code of Ethics ("Code"), please provide a list of all Securities (except Exempt Securities) in which you have a beneficial interest, including those in accounts of your immediate family and all Securities in non-client accounts for which you make investment decisions. 1. List all Securities that are: a) personally owned; or b) in which a beneficial interest is held by you, your spouse, minor child, or any other member of your immediate household; c) any trust or estate of which you or your spouse is a trustee, other fiduciary or beneficiary, or of which your minor child is a beneficiary; or d) any person for whom you direct or effect transactions under a power of attorney or otherwise. TABLE A -------
- ------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------- NAME OF SECURITY TYPE SECURITY(1) HOLDINGS HOLDINGS RELATIONSHIP(3) DISCLAIMER OF # OF SHARES PRINCIPAL BENEFICIAL INTEREST(4) AMOUNT ($)(2) - ------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------------
* IF NONE, WRITE NONE. *NOTE: CONTINUE LISTING AS NECESSARY ON ADDITIONAL SHEETS. (YOU MAY ATTACH A COPY OF A BROKER STATEMENT LISTING THE INFORMATION - IF SO, INDICATE BY WRITING "SEE ATTACHED.") IF YOU ARE A PRESENT EMPLOYEE (NEW EMPLOYEES CONTINUE TO TABLE B) - ----------------------------------------------------------------- 2. Have you, during the past 12 months, requested prior clearance of and filed monthly reports for all applicable securities transactions as required by the Code? Yes No ------ ------ If "No", has the transaction been discussed with the Compliance Department? Yes No ------ ------ - ----------------------------- (1) Insert the following symbol as pertinent to indicate the type of security held: C-common stock, P-preferred stock, O-option, W-warrant and D-debt security. (2) To be completed only for debt securities. (3) Insert a, b, c, or d as explained above, to describe your interest in these securities. (4) Mark x to indicate that the reporting or recording of this securities holding shall not be construed as an admission that you have any direct or indirect beneficial interest in these securities. Please see Appendix II for a list of examples of beneficial interest. V-4 If not, please advise the Compliance Department in writing separately of any securities transactions not pre-cleared or reported. 3. Have you filed monthly reports for all reportable securities transactions as required by the Code? Yes No ------ ------ In addition, Nicholas-Applegate requires all employees to disclose ALL BROKERAGE ACCOUNTS in their name, any spouse's account, any children's account or any other account over which the employee has control or is a beneficiary. TABLE B -------
- ------------------------------------------------------------------------------------------------------------------- NAME OF BROKER ACCOUNT NUMBER NAME(S) ON ACCOUNT - ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------
* IF NONE, WRITE NONE. I certify that the statements made by me on this form are true, complete and correct to the best of my knowledge and belief and are made in good faith. - -------------------------------- --------------------------------------------- DATE SIGNATURE V-5 EX-99.B(P)(10) 15 ex-99_bp10.txt EXHIBIT 99.B(P)(10) EFFECTIVE MAY 8, 2000 OECHSLE INTERNATIONAL ADVISORS, LLC CODE OF ETHICS This is the Code of Ethics (the "Code") of Oechsle International Advisors, LLC (the "Firm"). THINGS YOU NEED TO KNOW TO USE THIS CODE 1. Terms in BOLDFACE TYPE have special meanings as used in this Code. To understand the Code, you need to read the definitions of these terms. The definitions are at the end of the Code. 2. To understand what parts of this Code apply to you, you need to know whether you fall into one of these categories: ACCESS PERSON INVESTMENT PERSON (ALL OF WHOM ARE ALSO ACCESS PERSONS) If you don't know, ask the CODE OFFICER, Robert E. O'Hare, and in his absence, Paula N. Drake. This Code has three sections: Part I--Applies to All Personnel Part II--Applies to ACCESS PERSONS and INVESTMENT PERSONS Part III--Definitions There are also five Reporting Forms that ACCESS PERSONS have to fill out under this Code. You can get copies of the Reporting Forms from the CODE OFFICER. According to the Firm's policy all employees are ACCESS PERSONS. A consultant retained by the Firm may also be an ACCESS PERSON, if he or she is designated as an ACCESS PERSON, in writing, by the CODE OFFICER. 3. The Code Officer has the authority to grant written waivers of the provisions of this Code in appropriate instances. However: - The Firm expects that waivers will be granted only in rare instances, and - Some provisions of the Code that are mandated by SEC rule cannot be waived. 2 PART I--APPLIES TO ALL PERSONNEL GENERAL PRINCIPLES The Firm is a fiduciary for its investment advisory and sub-advisory clients. Because of this fiduciary relationship, it is generally improper for the Firm or its personnel to - use for their own benefit (or the benefit of anyone other than the client) information about the Firm's trading or recommendations for client accounts; or - take advantage of investment opportunities that would otherwise be available for the Firm's clients. Also, as a matter of business policy, the Firm wants to avoid even the appearance that the Firm, its personnel or others receive any improper benefit from information about client trading or accounts, or from our relationships with our clients or with the brokerage community. The Firm expects all personnel to comply with the spirit of the Code, as well as the specific rules contained in the Code. The Firm treats violations of this Code (including violations of the spirit of the Code) very seriously. If you violate either the letter or the spirit of this Code, the Firm might impose penalties or fines, cut your compensation, demote you, require disgorgement of trading gains, or suspend or terminate your employment, or any combination of the foregoing. Improper trading activity can constitute a violation of this Code. But you can also violate this Code by failing to file required reports, or by making inaccurate or misleading reports or statements concerning trading activity or securities accounts. Your conduct can violate this Code, even if no clients are harmed by your conduct. If you have any doubt or uncertainty about what this Code requires or permits, you should ask the CODE Officer. 3 GIFTS TO OR FROM BROKERS OR CLIENT No personnel may accept or receive on their own behalf or on behalf of the Firm any gift or other accommodations from a vendor, broker, securities salesman, client or prospective client (a "business contact") that might create a conflict of interest or interfere with the impartial discharge of such personnel's responsibilities to the Firm or its clients or place the recipient or the Firm in a difficult or embarrassing position. This prohibition applies equally to gifts to members of the FAMILY/HOUSEHOLD of Firm personnel. No personnel may give on their own behalf or on behalf of the Firm any gift or other accommodation to a business contact that may be construed as an improper attempt to influence the recipient. In no event should gifts to or from any one business contact have a value that exceeds the annual limitation on the dollar value of gifts established by the NASD from time to time (currently $250). These policies are not intended to prohibit normal business entertainment or activities, such as: (a) Occasional lunches or dinners conducted for business purposes: (b) Occasional cocktail parties or similar social gatherings conducted for business purposes; (c) Occasional attendance at theater, sporting or other entertainment events; and (d) Small gifts, usually in the nature of reminder advertising, such as pens, calendars, etc. SERVICE ON THE BOARD OR AS AN OFFICER OF ANOTHER COMPANY To avoid conflicts of interest, inside information and other compliance and business issues, the Firm prohibits all of its employees from serving as officers or members of the board of any other entity, except with the advance written approval of the Firm. Approval must be obtained through the CODE OFFICER, and will ordinarily require consideration by senior officers or the Executive Committee of the Firm. The Firm can deny approval for any reason. This prohibition does not apply to service as an officer or board member of any parent or subsidiary of the Firm. 4 PART II--APPLIES TO ACCESS PERSONS AND INVESTMENT PERSONS A. REPORTING REQUIREMENTS NOTE: One of the most complicated parts of complying with this Code is understanding what holdings, transactions and accounts you must report and what accounts are subject to trading restrictions. For example, accounts of certain members of your family and household are covered, as are certain categories of trust accounts, certain investment pools in which you might participate, and certain accounts that others may be managing for you. To be sure you understand what holdings, transactions and accounts are covered, it is essential that you carefully review the definitions of COVERED SECURITY, FAMILY/HOUSEHOLD and BENEFICIAL OWNERSHIP in the "Definitions" section at the end of this Code. ALSO: You must file the reports described below, even if you have no holdings, transactions or accounts to list in the reports. 1. INITIAL HOLDINGS REPORTS. No later than 10 days after you become an ACCESS PERSON, you must file with the CODE OFFICER a Holdings Report on Form A (copies of all reporting forms are available from the CODE Officer). Personnel who are ACCESS PERSONS on [ ] must file an Initial Holdings Report on Form A with the CODE OFFICER by [ ]. Form A requires you to list all COVERED SECURITIES in which you (or members of your FAMILY/HOUSEHOLD) have BENEFICIAL OWNERSHIP. It also requires you to list all brokers, dealers and banks where you maintained an account in which ANY securities (not just Covered Securities) were held for the direct or indirect benefit of you or a member of your FAMILY/HOUSEHOLD on the date you became an Access Person Form A also requires you to confirm that you have read and understand this Code, that you understand that it applies to you and members of your FAMILY/HOUSEHOLD and that you understand that you are an ACCESS PERSON and, if applicable, an INVESTMENT PERSON under the Code. 5 2. QUARTERLY TRANSACTION REPORTS. No later than 10 days after the end of March, June, September and December each year, you must file with the CODE OFFICER a Quarterly Transactions Report on Form B. Form B requires you to list all transactions during the most recent calendar quarter in COVERED SECURITIES, in which transactions you (or a member of your FAMILY/HOUSEHOLD) had BENEFICIAL OWNERSHIP. It also requires you to list all brokers, dealers and banks where you or a member of your FAMILY/HOUSEHOLD established an account in which ANY securities (not just COVERED SECURITIES) were held during the quarter for the direct or indirect benefit of you or a member of your FAMILY/HOUSEHOLD. 3. ANNUAL HOLDINGS REPORTS. By January 31 of each year, you must file with the CODE OFFICER an Annual Holdings Report on Form C. Form C requires you to list all COVERED SECURITIES in which you (or a member of your FAMILY/HOUSEHOLD) had BENEFICIAL OWNERSHIP as of January 1 of that year. It also requires you to list all brokers, dealers and banks where you or a member of your FAMILY/HOUSEHOLD maintained an account in which ANY securities (not just COVERED SECURITIES) were held for the direct or indirect benefit of you or a member of your FAMILY/HOUSEHOLD on January 1 of that year. Form C also requires you to confirm that you have read and understand this Code, that you understand that it applies to you and members of your FAMILY/HOUSEHOLD and that you understand that you are an ACCESS PERSON and, if applicable, an INVESTMENT PERSON under the Code. 4. DUPLICATE CONFIRMATION STATEMENTS. If you or any member of your FAMILY/HOUSEHOLD has a securities account with any broker, dealer or bank, you or your FAMILY/HOUSEHOLD member must direct that broker, dealer or bank to send, directly to the Firm's CODE OFFICER, contemporaneous duplicate copies of all transaction confirmation statements and all account statements relating to that account. 6 B. TRANSACTION RESTRICTIONS. 1. PRECLEARANCE. You and members of your FAMILY/HOUSEHOLD are prohibited from engaging in any transaction in a COVERED SECURITY for any account in which you or a member of your FAMILY/HOUSEHOLD has any BENEFICIAL OWNERSHIP, unless you obtain, in advance of the transaction, written preclearance on Form D for that transaction. Once obtained, preclearance is valid only for the day on which it is granted. The CODE OFFICER may revoke a preclearance any time after it is granted and before you execute the transaction. The CODE OFFICER may deny or revoke preclearance for any reason. Except as noted in the Code, preclearance will not be granted for any COVERED SECURITY if, to the knowledge of the HEAD TRADER, the Firm has a buy or sell order pending for that same security or a closely related security (such as an option relating to that security, or a related convertible or exchangeable security). The preclearance requirements do not apply to the following categories of transactions: - Transactions in COVERED SECURITIES issued or guaranteed by any national government that is a member of the Organization for Economic Cooperation and Development, or any agency or authority thereof. - Transactions in futures and options contracts on currencies or interest rate instruments or indexes, and options on such contracts. - Transactions that occur by operation of law, or under any other circumstance, in which neither the ACCESS PERSON nor any member of his or her FAMILY/HOUSEHOLD exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion. - Purchases of COVERED SECURITIES pursuant to an automatic dividend reinvestment plan. - Transactions in COVERED SECURITIES for a hedge fund, or similar private organized investment pool managed by the Firm. 7 - Transactions pursuant to the exercise of rights issued pro rata, r to all holders of the class of COVERED SECURITIES, held by the ACCESS PERSON (or FAMILY/HOUSEHOLD member) and received by the ACCESS PERSON (or FAMILY/HOUSEHOLD member) from the issuer, OR A TENDER OFFER RECEIVED BY THE ACCESS PERSON (OR FAMILY/HOUSEHOLDER MEMBER) FROM THE ISSUER OR A THIRD PARTY. Examples may include purchases of COVERED SECURITIES pursuant to the exercise of warrants or rights granted by an issuer to its shareholders; or in connection with an opportunity, extended by an issuer to its shareholders as an incident of owning shares of the issuer's securities, to purchase shares at a discount OR TRANSACTIONS ENTERED INTO PURSUANT TO EITHER A CASH OR STOCK TENDER OFFER BY AN ISSUER OR A THIRD PARTY. 2. INITIAL PUBLIC OFFERINGS AND PRIVATE PLACEMENTS. Neither you nor any member of your FAMILY/HOUSEHOLD may acquire any BENEFICIAL OWNERSHIP in any COVERED SECURITY in a private placement or an initial public offering except with the specific, advance written approval on Form E, which may be denied for any reason. 3. PARTICIPATION IN INVESTMENT CLUBS AND NON-OECHSLE PRIVATE POOLED VEHICLES. Neither you nor any member of your FAMILY/HOUSEHOLD may participate in an investment club or invest in a hedge fund, or similar private organized investment pool, other than one managed by the Firm, without express written permission on Form E, which may be denied for any reason. C. 15-DAY BLACKOUT PERIOD Except as provided by this Section C, no ACCESS PERSON (including any member of the FAMILY/HOUSEHOLD of such ACCESS PERSON) may purchase or sell any COVERED SECURITY within the seven calendar days immediately before or after a calendar day on which any client account managed by the Firm purchases or sells that COVERED SECURITY (or any closely related security, such as an option or a related convertible or exchangeable security), unless the ACCESS PERSON had no actual knowledge that the COVERED SECURITY (or any closely related security) was being 8 considered for purchase or sale for any client account. If any such transactions occur, the Firm may require any profits from the transactions to be disgorged for donation by the Firm to charity. Notwithstanding the foregoing, an ACCESS PERSON may purchase a COVERED SECURITY within seven calendar days immediately after a calendar day on which any client account managed by the Firm purchased such COVERED SECURITY, or may sell a COVERED SECURITY within seven calendar days immediately after a calendar day on which any client account sold such COVERED SECURITY; provided that the HEAD TRADER confirms to the CODE OFFICER that there are no unfilled orders for that COVERED SECURITY placed with a broker. NOTE: EXCEPT AS PROVIDED BY THE PRECEDING SENTENCE, THE TOTAL BLACKOUT PERIOD IS 15 DAYS (THE DAY OF THE CLIENT TRADE, PLUS SEVEN DAYS BEFORE AND SEVEN CALENDAR DAYS IMMEDIATELY AFTER). NOTE: It sometimes happens that an INVESTMENT PERSON who is responsible for making investment recommendations or decisions for client accounts (such as a portfolio manager or analyst) determines -- within the seven calendar days after the day he or she (or a member of his or her FAMILY/HOUSEHOLD) has purchased or sold for his or her own account a COVERED SECURITY that was not, to the INVESTMENT PERSON'S knowledge, then under consideration for purchase or sale by any client account -- that it would be desirable for client accounts as to which the INVESTMENT PERSON is responsible for making investment recommendations or decisions to purchase or sell the same COVERED SECURITY (or a closely related security). In this situation, the INVESTMENT PERSON MUST put the clients' interests first, and promptly make the investment recommendation or decision in the clients' interest, rather than delaying the recommendation or decision for clients until after the seventh day following the day of the transaction for the INVESTMENT PERSON's (or FAMILY/HOUSEHOLD member's) own account to avoid conflict with the blackout provisions of this Code. The Firm recognizes that this situation may occur in entire good faith, and will not require disgorgement of profits in such instances if it appears that the INVESTMENT PERSON acted in good faith and in the best interests of the Firm's clients. 9 The blackout requirements do not apply to the following categories of transactions: - Transactions in futures and options contracts on CURRENCIES OR interest rate instruments or indexes, and options on such contracts. - Transactions that occur by operation of law or under any other circumstance in which neither the ACCESS PERSON nor any member of his or her FAMILY/HOUSEHOLD exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion. - Purchases of COVERED SECURITIES pursuant to an automatic dividend reinvestment plan. - Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of COVERED Securities held by the ACCESS PERSON (or FAMILY/HOUSEHOLD member) and received by the ACCESS PERSON (or FAMILY/HOUSEHOLD member) from the issuer, OR A TENDER OFFER RECEIVED BY THE ACCESS PERSON (OR FAMILY/HOUSEHOLDER MEMBER) FROM THE ISSUER OR A THIRD PARTY. Examples may include purchases of COVERED SECURITIES pursuant to the exercise of warrants or rights granted by an issuer to its shareholders; or in connection with an opportunity, extended by an issuer to its shareholders as an incident of owning shares of the issuer's securities, to purchase shares at a discount OR TRANSACTIONS ENTERED INTO PURSUANT TO EITHER A CASH OR STOCK TENDER OFFER BY AN ISSUER OR A THIRD PARTY. Subject to the preclearance requirements set forth in the Code, an Access Person may purchase or sell shares of a security which is being purchased or sold, or is being actively considered for purchase or sale, for client accounts within the prescribed blackout period if given the shares the Access Person is purchasing or selling and the market capitalization (outstanding shares x current price per share) of the issuer, the Access Person's trading could have no material impact on the price of the security and if the Firm were trading in the security, such trade could have no material impact of the security. This exemption is subject to preclearance procedures set forth above and may be denied by the Code Officer for any reason. 10 DEFINITIONS These terms have special meanings in this Code of Ethics: ACCESS PERSON BENEFICIAL OWNERSHIP CODE OFFICER COVERED SECURITY FAMILY/HOUSEHOLD HEAD TRADER INVESTMENT PERSON The special meanings of these terms as used in this Code of Ethics are explained below. Some of these terms (such as "beneficial ownership") are sometimes used in other contexts, not related to Codes of Ethics, where they have different meanings. For example, "beneficial ownership" has a different meaning in this Code of Ethics than it does in the SEC's rules for proxy statement disclosure of corporate directors' and officers' stockholdings, or in determining whether an investor has to file 13D or 13G reports with the SEC. IMPORTANT: IF YOU HAVE ANY DOUBT OR QUESTION ABOUT WHETHER AN INVESTMENT, ACCOUNT OR PERSON IS COVERED BY ANY OF THESE DEFINITIONS, ASK THE CODE OFFICER. ACCESS PERSON includes: Each and every employee of the Firm is considered an ACCESS PERSON. A consultant retained by the Firm may also be considered an ACCESS PERSON, if such consultant is designated, in writing, as an ACCESS PERSON by the Code Officer. 11 BENEFICIAL OWNERSHIP means any opportunity, directly or indirectly, to profit or share in the profit from any transaction in securities. It also includes transactions over which you exercise investment discretion (other than for a client of the Firm) even if you do not share in the profits. BENEFICIAL OWNERSHIP is a very broad concept. Some examples of forms of BENEFICIAL OWNERSHIP include: Securities held in a person's own name, or that are held for the person's benefit in nominee, custodial or "street name" accounts. Securities owned by or for a partnership in which the person is a general partner (whether the ownership is under the name of that partner, another partner or the partnership or through a nominee, custodial or "street name" account). Securities that are being managed for a person's benefit on a discretionary basis by an investment adviser, broker, bank, trust company or other manager, UNLESS the securities are held in a "blind trust" or similar arrangement under which the person is prohibited by contract from communicating with the manager of the account and the manager is prohibited from disclosing to the person what investments are held in the account. (Just putting securities into a discretionary account is not enough to remove them from a person's BENEFICIAL OWNERSHIP. This is because, unless the arrangement is a "blind trust," the owner of the account can still communicate with the manager about the account and potentially influence the manager's investment decisions.) Securities in a person's individual retirement account. Securities in a person's account in a 401(k) or similar retirement plan, even if the person has chosen to give someone else investment discretion over the account. Securities owned by a trust of which the person is either a TRUSTEE or a BENEFICIARY. 12 Securities owned by a corporation, partnership or other entity that the person controls (whether the ownership is under the name of that person, under the name of the entity or through a nominee, custodial or "street name" account). This is not a complete list of the forms of ownership that could constitute BENEFICIAL OWNERSHIP for purposes of this Code. You should ask the CODE OFFICER if you have any questions or doubts at all about whether you or a member of your FAMILY/HOUSEHOLD would be considered to have BENEFICIAL OWNERSHIP in any particular situation. CODE OFFICER means Robert O'Hare, or another person that he designates to perform the functions of Code Officer when he is not available. You can reach the Code Officer by calling (617) 330-8979. For purposes of reviewing the Code Officer', or his designee's own transactions and reports under this Code, the functions of the Code Officer are performed by Paula Drake. COVERED SECURITY means anything that is considered a "security" under the Investment Company Act of 1940, EXCEPT: Direct obligations of the U.S. Government. Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements. Shares of OPEN-END investment companies that are registered under the Investment Company Act (mutual funds). This is a very broad definition of security. It includes most kinds of investment instruments, including things that you might not ordinarily think of as "securities," such as: options on securities, on indexes and on currencies; investments in all kinds of limited partnerships; 13 investments in foreign unit trusts and foreign mutual funds; and investments in private investment funds, hedge funds and investment clubs. If you have any question or doubt about whether an investment is a considered a security or a COVERED SECURITY under this Code, ask the CODE OFFICER. Members of your FAMILY/HOUSEHOLD include: Your spouse or domestic partner (unless he or she does not live in the same household as you and you do not contribute in any way to his or her support). Your children under the age of 18. Your children who are 18 or older (unless they do not live in the same household as you and you do not contribute in any way to their support). Any of these people who live in your household: your stepchildren, grandchildren, parents, stepparents, grandparents, brothers, sisters, parents-in-law, sons-in-law, daughters-in-law, brothers-in-law and sisters-in-law, including adoptive relationships. Comment--There are a number of reasons this Code covers transactions in which members of your FAMILY/HOUSEHOLD have BENEFICIAL OWNERSHIP. First, the SEC regards any benefit to a person that you help to support financially as indirectly benefiting you, because it could reduce the amount that you might otherwise need to contribute to that person's support. Second, members of your household could, in some circumstances, learn of information regarding the Firm's trading or recommendations for client accounts, and must not be allowed to benefit from that information. 14 HEAD TRADER means David Learned, or such other person who has been designated by the Firm as a Trader. INVESTMENT PERSON means any employee of the Firm who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of any securities (even if they're not COVERED SECURITIES) for any client account, or whose functions relate to the making of any recommendations with respect to purchases and sales; and any natural person who directly or indirectly has a 25% or greater interest in the Firm and obtains information concerning recommendations made to any client of the Firm regarding the purchase or sale of any securities (even if they're not COVERED SECURITIES) by the client. 15 EX-99.B(P)(11) 16 ex-99_bp11.txt EXHIBIT 99.B(P)(11) PERSONAL INVESTMENT POLICY FOR SSB CITI ASSET MANAGEMENT GROUP - NORTH AMERICA AND CERTAIN REGISTERED INVESTMENT COMPANIES SSB Citi Asset Management Group ("SSB Citi")(1), and those U.S.-registered investment companies advised or managed by SSB Citi that have adopted this policy ("Funds"), have adopted this policy on securities transactions in order to accomplish two goals: first, to minimize conflicts and potential conflicts of interest between employees of SSB Citi and SSB Citi's clients (including the Funds), and between Fund directors or trustees and their Funds, and SECOND, to provide policies and procedures consistent with applicable law, including Rule 17j-l under the Investment Company Act of 1940, to prevent fraudulent or manipulative practices with respect to purchases or sales of securities held or to be acquired by client accounts. ALL U.S. EMPLOYEES OF SSB CITI, INCLUDING EMPLOYEES WHO SERVE AS FUND OFFICERS OR DIRECTORS, AND ALL DIRECTORS OR TRUSTEES ("DIRECTORS") OF EACH FUND, ARE COVERED PERSONS UNDER THIS POLICY. OTHER COVERED PERSONS ARE DESCRIBED IN SECTION II BELOW. I. STATEMENT OF PRINCIPLES - All SSB Citi employees owe a fiduciary duty to SSB Citi's clients when conducting their personal investment transactions. Employees must place the interests of clients first and avoid activities, interests and relationships that might interfere with the duty to make decisions in the best interests of the clients. All Fund directors owe a fiduciary duty to each Fund of which they are a director and to that Fund's shareholders when conducting their personal investment transactions. At all times and in all matters Fund directors shall place the interests of their Funds before their personal interests. The fundamental standard to be followed in personal securities transactions is that Covered Persons may not take inappropriate advantage of their positions. All personal securities transactions by Covered Persons shall adhere to the requirements of this policy and shall be conducted in such a manner as to avoid any actual or potential conflict of interest, the appearance of such a conflict, or the abuse of the person's position of trust and responsibility. While this policy is designed to address both identified conflicts and potential conflicts, it cannot possibly be written broadly enough to cover all potential situations. In this regard, Covered Persons are expected to adhere not only to the letter, but also the spirit of the policies contained herein. Employees are reminded that they also are subject to other Citigroup policies, including policies on insider trading, the purchase and sale of securities listed on any applicable SSB Citi restricted list, the receipt of gifts and service as a director of a publicly traded company. EMPLOYEES MUST NEVER TRADE IN A SECURITY OR COMMODITY WHILE IN POSSESSION OF MATERIAL, NON-PUBLIC INFORMATION ABOUT THE ISSUER OR THE MARKET FOR THOSE SECURITIES OR COMMODITIES, EVEN IF THE EMPLOYEE HAS SATISFIED ALL OTHER REQUIREMENTS OF THIS POLICY. - ------------------- (1) The investment advisory entities of SSB Citi covered by this policy include: Salomon Brothers Asset Management Inc.; SSB Citi Fund Management LLC; Smith Barney Asset Management Division of Salomon Smith Barney Inc.; Travelers Investment Management Company; and the Citibank Global Asset Management Division of Citibank, N.A. and Citicorp Trust, N.A.-California. 1 The reputation of SSB Citi and its employees for straightforward practices and integrity is a priceless asset, and all employees have the duty and obligation to support and maintain it when conducting their personal securities transactions. II. APPLICABILITY - SSB CITI EMPLOYEES - This policy applies to all U.S. employees of SSB Citi, including part-time employees. Each employee, including employees who serve as Fund officers or directors, must comply with all of the provisions of the policy applicable to SSB Citi employees unless otherwise indicated. Certain employees are considered to be "investment personnel" (i.e., portfolio managers, traders and research analysts (and each of their assistants)), and as such, are subject to certain additional restrictions outlined in the policy. All other employees of SSB Citi are considered to be "advisory personnel." Generally, temporary personnel and consultants working in any SSB Citi business are subject to the same provisions of the policy as full-time employees, and their adherence to specific requirements will be addressed on a case-by-case basis. The personal investment policies, procedures and restrictions referred to herein also apply to an employee's spouse and minor children. The policies also apply to any other account over which the employee is deemed to have BENEFICIAL OWNERSHIP. This includes: accounts of any immediate family members sharing the same household as the employee; accounts of persons or other third parties for whom the employee exercises investment discretion or gives investment advice; a legal vehicle in which the employee has a direct or indirect beneficial interest and has power over investment decisions; accounts for the benefit of a third party (e.g., a charity) which may be directed by the employee (other than in the capacity of an employee); and any account over which the employee may be deemed to have control. For a more detailed description of beneficial ownership, see Exhibit A attached hereto. These policies place certain restrictions on the ability of an employee to purchase or sell securities that are being or have been purchased or sold by an SSB Citi managed fund or client account. The restrictions also apply to securities that are "related" to a security being purchased or sold by an SSB Citi managed fund or client account. A "related security" is one whose value is derived from the value of another security (e.g., a warrant, option or an indexed instrument). FUND DIRECTORS - This policy applies to all directors of Funds that have adopted this policy. The personal investment policies, procedures and restrictions that specifically apply to Fund directors apply to all accounts and securities in which the director has direct or indirect beneficial ownership. See Exhibit A attached hereto for a more detailed description of beneficial ownership. SECURITIES are defined as stocks, notes, bonds, closed-end mutual funds, debentures, and other evidences of indebtedness, including senior debt, subordinated debt, investment contracts, commodity contracts, futures and all derivative instruments such as options, warrants and indexed instruments, or, in general, any interest or instrument commonly 2 known as a "security." III. ENFORCEMENT - It is the responsibility of each Covered Person to act in accordance with a high standard of conduct and to comply with the policies and procedures set forth in this document. SSB Citi takes seriously its obligation to monitor the personal investment activities of its employees. Any violation of this policy by employees will be considered serious, and may result in disciplinary action, which may include the unwinding of trades, disgorgement of profits, monetary fine or censure, and suspension or termination of employment. Any violation of this policy by a Fund director will be reported to the Board of Directors of the applicable Fund, which may impose such sanctions as it deems appropriate. IV. OPENING AND MAINTAINING EMPLOYEE ACCOUNTS - All employee brokerage accounts, including spouse accounts, accounts for which the employee is deemed to have beneficial ownership, and any other accounts over which the employee and/or spouse exercise control, must be maintained either at Salomon Smith Barney ("SSB") or at Citicorp Investment Services ("CIS").(2) For spouses or other persons who, by reason of their employment, are required to conduct their securities, commodities or other financial transactions in a manner inconsistent with this policy, or in other exceptional circumstances, employees may submit a written request for an exemption to the Compliance Department. If approval is granted, copies of trade confirmations and monthly statements must be sent to the Compliance Department. In addition, all other provisions of this policy will apply. V. EXCLUDED ACCOUNTS AND TRANSACTIONS - The following types of accounts/transactions need not be maintained at SSB or CIS, nor are they subject to the other restrictions of this policy: 1. Accounts at outside mutual funds that hold only shares of open-end funds purchased directly from that fund company. NOTE: TRANSACTIONS RELATING TO CLOSED-END FUNDS ARE SUBJECT TO THE PRE-CLEARANCE, BLACKOUT PERIOD AND OTHER RESTRICTIONS OF THIS POLICY; 2. Estate or trust accounts in which an employee or related person has a beneficial interest, but no power to affect investment decisions. There must be no communication between the account(s) and the employee with regard to investment decisions prior to execution. THE EMPLOYEE MUST DIRECT THE TRUSTEE/BANK TO FURNISH COPIES OF CONFIRMATIONS AND STATEMENTS TO THE COMPLIANCE DEPARTMENT; 3. Fully discretionary accounts managed by either an internal or external registered investment adviser are permitted and may be custodied away - ------------------- (2) This requirement will becomes effective as to all employees on a date to be determined by the Compliance Department and may be subject to a phase-in implementation process. 3 from SSB and CIS if(i) the employee receives permission from the Regional Director of Compliance and the unit's Chief Investment Officer, and (ii) there is no communication between the manager and the employee with regard to investment decisions prior to execution. The employee must designate that copies of trade confirmations and monthly statements be sent to the Compliance Department; 4. Employees may participate in direct investment programs which allow the purchase of securities directly from the issuer without the intermediation of a broker/dealer provided that the timing and size of the purchases are established by a pre-arranged, regularized schedule (e.g., dividend reinvestment plans). Employees must pre-clear the transaction at the time that the dividend reinvestment plan is being set up. Employees also must provide documentation of these arrangements and direct periodic (monthly or quarterly) statements to the Compliance Department; and 5. In addition to the foregoing, the following types of securities are exempted from pre-clearance, blackout periods, reporting and short-term trading requirements: open-ended mutual funds; open-end unit investment trusts; U.S. Treasury bills, bonds and notes; mortgage pass-throughs (e.g. Ginnie Maes) that are direct obligations of the U.S. government; bankers acceptances; bank certificates of deposit; commercial paper; and high quality short-term debt instruments (meaning any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization, such as S&P or Moody's), including repurchase agreements. VI. SECURITIES HOLDING PERIOD/SHORT-TERM TRADING - Securities transactions must be for investment purposes rather than for speculation. Consequently, employees may not profit from the purchase and sale, or sale and purchase, of the same or equivalent securities within sixty (60) calendar days, calculated on a First In, First Out (FIFO) basis (i.e., the security may be sold on the 61st day). Citigroup securities received as part of an employee's compensation are not subject to the 60-day holding period. All profits from short-term trades are subject to disgorgement. However, with the prior written approval of both a Chief Investment Officer and the Regional Director of Compliance, and only in rare and/or unusual circumstances, an employee may execute a short-term trade that results in a significant loss or in break-even status. VII. PRE-CLEARANCE - All SSB Citi employees must pre-clear all personal securities transactions (see Section V for a listing of accounts, transactions and securities that do not require pre-clearance). A copy of the pre-clearance form is attached as Exhibit B. IN ADDITION, EMPLOYEES ARE PROHIBITED FROM ENGAGING IN MORE THAN TWENTY (20) TRANSACTIONS IN ANY CALENDAR MONTH, EXCEPT WITH PRIOR WRITTEN APPROVAL FROM THEIR CHIEF INVESTMENT OFFICER, OR DESIGNEE. A transaction must not be executed until the employee has received the necessary approval. Pre-clearance is valid only on the day it is given. If a transaction is not executed on the day pre-clearance is granted, it is required that pre-clearance be sought again on a subsequent day (i.e., open orders, such as limit 4 orders, good until cancelled orders and stop-loss orders, must be pre-cleared each day until the transaction is effected). In connection with obtaining approval for any personal securities transaction, employees must describe in detail any factors which might be relevant to an analysis of the possibility of a conflict of interest. Any trade that violates the pre-clearance process may be unwound at the employee's expense, and the employee will be required to absorb any resulting loss and to disgorge any resulting profit. In addition to the foregoing, the CGAM NA Director of Global Equity Research, or his designate, must approve all personal securities transactions for members of the CGAM Research Department prior to pre-clearance from the Compliance Department as set forth in this section. Pre-approval by the Director of Research, or his designate, is in addition to and does not replace the requirement for the pre-clearance of all personal securities transactions. VIII. BLACKOUT PERIODS - No Covered Person shall purchase or sell, directly or indirectly, any security in which he/she has, or by reason of the transaction acquires, any direct or indirect beneficial ownership if he/she has knowledge at the time of such transaction that the security is being purchased or sold, or is being considered for purchase or sale, by a managed fund or client account or in the case of a Fund director, by the director's Fund. In addition, the following Blackout Periods apply to the categories of SSB Citi employees listed below: 1. PORTFOLIO MANAGERS AND PORTFOLIO MANAGER ASSISTANTS - may not buy or sell any securities for personal accounts seven (7) calendar days before or after managed funds or client accounts he/she manages trade in that security. 2. TRADERS AND TRADER ASSISTANTS - may not buy or sell any securities for personal accounts three (3) calendar days before or seven (7) calendar days after managed funds or client accounts he/she executes trades for trade in that security. 3. RESEARCH ANALYSTS AND RESEARCH ASSISTANTS - may not buy or sell any securities for personal accounts: seven (7) calendar days before or after the issuance of or a change in any recommendation; or seven (7) calendar days before or after any managed fund or client account about which the employee is likely to have trading or portfolio information (as determined by the Compliance Department) trades in that security. 4. ADVISORY PERSONNEL (see Section II for details) - may not buy or sell any securities for personal accounts on the same day that a managed fund or client account about which the employee is likely to have trading or portfolio information (as determined by the Compliance Department) trades in that security. 5. UNIT TRUST PERSONNEL - all employees assigned to the Unit Trust Department are prohibited from transacting in any security when a SSB Citi-sponsored Unit Trust portfolio is buying the same (or a related) 5 security, until seven business days after the later of the completion of the accumulation period or the public announcement of the trust portfolio. Similarly, all UIT employees are prohibited from transacting in any security held in a UIT (or a related security) seven business days prior to the liquidation period of the trust. Employees in categories 1,2 and 5 above may also be considered Advisory Personnel for other accounts about which the employee is likely to have trading or portfolio information (as determined by the Compliance Department). Any violation of the foregoing provisions will require the employee's trade to be unwound, with the employee absorbing any resulting loss and disgorging any resulting profit. Advisory personnel are subject to the unwinding of the trade provision; however, they may not be required to absorb any resulting loss (at the discretion of the Compliance Department and the employee's supervisor). Please be reminded that, regardless of the provisions set forth above, all employees are always prohibited from effecting personal securities transactions based on material, non-public information. Blackout period requirements shall not apply to any purchase or sale, or series of related transactions involving the same or related securities, involving 500 or fewer shares in the aggregate if the issuer has a market capitalization (outstanding shares multiplied by the current price per share) greater than $10 billion and is listed on a U.S. Stock Exchange or NASDAQ. NOTE: PRE-CLEARANCE IS STILL REQUIRED. Under certain circumstances, the Compliance Department may determine that an employee may not rely upon this "Large Cap/De Minimis" exemption. In such a case, the employee will be notified prior to or at the time the pre-clearance request is made. IX. PROHIBITED TRANSACTIONS - The following transactions by SSB Citi employees are prohibited without the prior written approval from the Chief Investment Officer, or designee, and the Regional Compliance Director: 1. The purchase of private placements; and 2. The acquisition of any securities in an initial public offering (new issues of municipal debt securities may be acquired subject to the other requirements of this policy (e.g., pre-clearance).) X. TRANSACTIONS IN OPTIONS AND FUTURES - SSB Citi employees may buy or sell derivative instruments such as individual stock options, options and futures on indexes and options and futures on fixed-income securities, and may buy or sell physical commodities and futures and forwards on such commodities. These transactions must comply with all of the policies and restrictions described in this policy, including pre-clearance, blackout periods, transactions in Citigroup securities and the 60-day holding period. However, the 60-day holding period does not apply to individual stock options that are part of a hedged 6 position where the underlying stock has been held for more than 60 days and the entire position (including the underlying security) is closed out. XI. PROHIBITED RECOMMENDATIONS - No Covered Person shall recommend or execute any securities transaction by any managed fund or client account, or, in the case of a Fund director, by the director's Fund, without having disclosed, in writing, to the Chief Investment Officer, or designee, any direct or indirect interest in such securities or issuers, except for those securities purchased pursuant to the "Large Cap/De Minimis" exemption described in Section VIII above. Prior written approval of such recommendation or execution also must be received from the Chief Investment Officer, or designee. The interest in personal accounts could be in the form of: 1. Any direct or indirect beneficial ownership of any securities of such issuer; 2. Any contemplated transaction by the person in such securities; 3. Any position with such issuer or its affiliates; or 4. Any present or proposed business relationship between such issuer or its affiliates and the person or any party in which such person has a significant interest. XII. TRANSACTIONS IN CITIGROUP SECURITIES - Unless an SSB Citi employee is a member of a designated group subject to more restrictive provisions, or is otherwise notified to the contrary, the employee may trade in Citigroup securities without restriction (other than the pre-clearance and other requirements of this policy), subject to the limitations set forth below. Employees whose jobs are such that they know about Citigroup's quarterly earnings prior to release may not engage in any transactions in Citigroup securities during the "blackout periods" beginning on the first day of a calendar quarter and ending on the second business day following the release of earnings for the prior quarter. Members of the SSB Citi Executive Committee and certain other senior SSB Citi employees are subject to these blackout periods. Stock option exercises are permitted during a blackout period (but the simultaneous exercise of an option and sale of the underlying stock is prohibited). With regard to exchange traded options, no transactions in Citigroup options are permitted except to close or roll an option position that expires during a blackout period. Charitable contributions of Citigroup securities may be made during the blackout period, but an individual's private foundation may not sell donated Citigroup common stock during the blackout period. "Good `til cancelled" orders on Citigroup stock must be cancelled before entering a blackout period and no such orders may be entered during a blackout period. No employee may engage at any time in any personal transactions in Citigroup securities while in possession of material non-public information. Investments in 7 Citigroup securities must be made with a long-term orientation rather than for speculation or for the generation of short-term trading profits. In addition, please note that employees may not engage in the following transactions: - Short sales of Citigroup securities; - Purchases or sales of options ("puts" or "calls") on Citigroup securities, except writing a covered call at a time when the securities could have been sold under this policy; - Purchases or sales of futures on Citigroup securities; or - Any transactions relating to Citigroup securities that might reasonably appear speculative. The number of Citigroup shares an employee is entitled to in the Citigroup Stock Purchase Plan is not treated as a long stock position until such time as the employee has given instructions to purchase the shares of Citigroup. Thus, employees are not permitted to use options to hedge their financial interest in the Citigroup Stock Purchase Plan. Contributions into the firm's 401(k) Plan are not subject to the restrictions and prohibitions described in this policy. XIII. ACKNOWLEDGEMENT AND REPORTING REQUIREMENTS - SSB CITI EMPLOYEES - All new SSB Citi employees must certify that they have received a copy of this policy, and have read and understood its provisions. In addition, all SSB Citi employees must: 1. Acknowledge receipt of the policy and any modifications thereof, in writing (see Exhibit C for the form of Acknowledgement); 2. Within 10 days of becoming an SSB Citi employee, disclose in writing all information with respect to all securities beneficially owned and any existing personal brokerage relationships (employees must also disclose any new brokerage relationships whenever established). Such information should be provided on the form attached as Exhibit D; 3. Direct their brokers to supply, on a timely basis, duplicate copies of confirmations of all personal securities transactions (NOTE: THIS REQUIREMENT MAY BE SATISFIED THROUGH THE TRANSMISSION OF AUTOMATED FEEDS); 4. Within 10 days after the end of each calendar quarter, provide information relating to securities transactions executed during the previous quarter for all securities accounts (NOTE: THIS REQUIREMENT MAY BE SATISFIED THROUGH THE TRANSMISSION OF AUTOMATED FEEDS); 8 5. Submit an annual holdings report containing similar information that must be current as of a date no more than 30 days before the report is submitted, and confirm at least annually all brokerage relationships and any and all outside business affiliations (NOTE: THIS REQUIREMENT MAY BE SATISFIED THROUGH THE TRANSMISSION OF AUTOMATED FEEDS OR THE REGULAR RECEIPT OF MONTHLY BROKERAGE STATEMENTS); and 6. Certify on an annual basis that he/she has read and understood the policy, complied with the requirements of the policy and that he/she has pre-cleared and disclosed or reported all personal securities transactions and securities accounts required to be disclosed or reported pursuant to the requirements of the policy. FUND DIRECTORS - Fund Directors shall deliver the information required by Items 1 through 4 of the immediately preceding paragraph, except that a Fund director who is not an "interested person" of the Fund within the meaning of Section 2(a)(l9) of the Investment Company Act of 1940, and who would be required to make reports solely by reason of being a Fund Director, is not required to make the initial and annual holdings reports required by Item 2. Also, a "non-interested" Fund Director need not supply duplicate copies of confirmations of personal securities transactions required by Item 3, and need only make the quarterly transactions reports required by Item 3 as to any security if at the time of a transaction by the Director in that security, he/she knew or in the ordinary course of fulfilling his/her official duties as a Fund Director should have known that, during the 15-day period immediately preceding or following the date of that transaction, that security is or was purchased or sold by that Director's Fund or was being considered for purchase or sale by that Director's Fund. DISCLAIMER OF BENEFICIAL OWNERSHIP - The reports described in Items 2 and 3 above may contain a statement that the reports shall not be construed as an admission by the person making the reports that he/she has any direct or indirect beneficial ownership in the securities to which the reports relate. XIV. HANDLING OF DISGORGED PROFITS - Any amounts that are paid/disgorged by an employee under this policy shall be donated by SSB Citi to one or more charities. Amounts donated may be aggregated by SSB Citi and paid to such charity or charities at the end of each year. XV. CONFIDENTIALITY - All information obtained from any Covered Person pursuant to this policy shall be kept in strict confidence, except that such information will be made available to the Securities and Exchange Commission or any other regulatory or self-regulatory organization or to the Fund Boards of Directors to the extent required by law, regulation or this policy. XVI. OTHER LAWS, RULES AND STATEMENTS OF POLICY - Nothing contained in this policy shall be interpreted as relieving any person subject to the policy from acting in accordance with the provision of any applicable law, rule or regulation or, in the case of SSB Citi 9 employees, any statement of policy or procedure governing the conduct of such person adopted by Citigroup, its affiliates and subsidiaries. XVII. RETENTION OF RECORDS - All records relating to personal securities transactions hereunder and other records meeting the requirements of applicable law, including a copy of this policy and any other policies covering the subject matter hereof, shall be maintained in the manner and to the extent required by applicable law, including Rule l7j-l under the 1940 Act. The Compliance Department shall have the responsibility for maintaining records created under this policy. XVIII. MONITORING - SSB Citi takes seriously its obligation to monitor the personal investment activities of its employees and to review the periodic reports of all Covered Persons. Employee personal investment transaction activity will be monitored by the Compliance Department. All noted deviations from the policy requirements will be referred back to the employee for follow-up and resolution (with a copy to be supplied to the employee's supervisor). Any noted deviations by Fund directors will be reported to the Board of Directors of the applicable Fund for consideration and follow-up as contemplated by Section III hereof. XIX. EXCEPTIONS TO THE POLICY - Any exceptions to this policy must have the prior written approval of both the Chief Investment Officer and the Regional Director of Compliance. Any questions about this policy should be directed to the Compliance Department. XX. BOARD REVIEW - Fund management and SSB Citi shall provide to the Board of Directors of each Fund, on a quarterly basis, a written report of all material violations of this policy, and at least annually, a written report and certification meeting the requirements of Rule 17j-l under the 1940 Act. XXI. OTHER CODES OF ETHICS - To the extent that any officer of any Fund is not a Covered Person hereunder, or an investment subadviser of or principal underwriter for any Fund and their respective access persons (as defined in Rule 17j-l) are not Covered Persons hereunder, those persons must be covered by separate codes of ethics which are approved in accordance with applicable law. XXII. AMENDMENTS - SSB CITI EMPLOYEES - Unless otherwise noted herein, this policy shall become effective as to all SSB Citi employees on March 30, 2000. This policy may be amended as to SSB Citi employees from time to time by the Compliance Department. Any material amendment of this policy shall be submitted to the Board of Directors of each Fund for approval in accordance with Rule 17j-1 under the 1940 Act. FUND DIRECTORS - This policy shall become effective as to a Fund upon the approval and adoption of this policy by the Board of Directors of that Fund in accordance with Rule 17j-1 under the 1940 Act or at such earlier date as determined by the Secretary of the Fund. Any material amendment of this policy that applies to the directors of a Fund shall become effective as to the directors of that Fund only when the Board of Directors of that Fund has approved the amendment in accordance with Rule l7j-1 or at such earlier date as determined by the Secretary of the Fund. March 15, 2000 10 EXHIBIT A EXPLANATION OF BENEFICIAL OWNERSHIP You are considered to have "Beneficial Ownership" of Securities if you have or share a direct or indirect "PECUNIARY INTEREST" in the Securities. You have a "Pecuniary Interest" in Securities if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the Securities. The following are examples of an indirect Pecuniary Interest in Securities: 1. Securities held by members of your IMMEDIATE FAMILY sharing the same household; however, this presumption may be rebutted by convincing evidence that profits derived from transactions in these Securities will not provide you with any economic benefit. "Immediate family" means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and includes any adoptive relationship. 2. Your interest as a general partner in Securities held by a general or limited partnership. 3. Your interest as a manager-member in the Securities held by a limited liability company. You do NOT have an indirect Pecuniary Interest in Securities held by a corporation, partnership, limited liability company or other entity in which you hold an equity interest, UNLESS you are a controlling equityholder or you have or share investment control over the Securities held by the entity. The following circumstances constitute Beneficial Ownership by you of Securities held by a trust: 1. Your ownership of Securities as a trustee where either you or members of your immediate family have a vested interest in the principal or income of the trust. 2. Your ownership of a vested interest in a trust. 3. Your status as a settlor of a trust, unless the consent of all of the beneficiaries is required in order for you to revoke the trust. THE FOREGOING IS A SUMMARY OF THE MEANING OF "BENEFICIAL OWNERSHIP ". FOR PURPOSES OF THE ATTACHED POLICY, "BENEFICIAL OWNERSHIP" SHALL BE INTERPRETED IN THE SAME MANNER AS IT WOULD BE 11 IN DETERMINING WHETHER A PERSON IS SUBJECT TO THE PROVISIONS OF SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934 AND THE RULES AND REGULATIONS THEREUNDER 12 SSB CITI ASSET MANAGEMENT GROUP ("SSB CITI") EXHIBIT B EMPLOYEE TRADE PRE-APPROVAL FORM (PAGE 1) INSTRUCTIONS: ALL EMPLOYEES ARE REQUIRED TO SUBMIT THIS FORM TO THE COMPLIANCE DEPARTMENT PRIOR TO PLACING A TRADE. THE COMPLIANCE DEPARTMENT WILL NOTIFY THE EMPLOYEE AS TO WHETHER OR NOT PRE-APPROVAL IS GRANTED. PRE-APPROVAL IS EFFECTIVE ONLY ON THE DATE GRANTED I. EMPLOYEE INFORMATION - ----------------------------------------- ------------------------------------- Employee Name: Phone Number: - -------------------------------------------------------------------------------- Account Title: - -------------------------------------------------------------------------------- Account Number: - -------------------------------------------------------------------------------- Managed Account(s)/Mutual Fund(s) for which employee is a Covered Person: - -------------------------------------------------------------------------------- II. SECURITY INFORMATION
IPO / / Yes / / No PRIVATE PLACEMENT / / Yes / / No - ------------- -------------------- --------- ---------- -------------------- ------------- -------------- Security Name Security Type-e.g., Ticker Buy/Sell If Sale, Date First No. Large Cap common stock, etc. Acquired(1) Shares/Units Stock?(2) - ------------- -------------------- --------- ---------- -------------------- ------------- -------------- - ------------- -------------------- --------- ---------- -------------------- ------------- -------------- - ------------- -------------------- --------- ---------- -------------------- ------------- --------------
III. YOUR POSITION WITH THE FIRM: (PLEASE CHECK ONE OF THE FOLLOWING) / / Portfolio Manager / Portfolio Manager Assistant / / Research Analyst / Research Analyst Assistant / / Trader / Trader Assistant / / Unit Trust Personnel / / Other (Advisory Personnel) NOTE: - All PORTFOLIO MANAGERS must complete the reverse side of this form. - All RESEARCH ANALYSTS and RESEARCH ANALYST ASSISTANTS located in CONNECTICUT - MUST provide an additional form signed by RAMA KRISHNA or one of his designees. IV. CERTIFICATION I CERTIFY THAT I WILL NOT EFFECT THE TRANSACTION(S) DESCRIBED ABOVE UNLESS AND UNTIL PRE-CLEARANCE APPROVAL IS OBTAINED FROM THE COMPLIANCE DEPARTMENT. I FURTHER CERTIFY THAT, EXCEPT AS DESCRIBED ON AN ATTACHED PAGE, TO THE BEST OF MY KNOWLEDGE, THE PROPOSED TRANSACTION(S) WILL NOT RESULT IN A CONFLICT OF INTEREST WITH ANY ACCOUNT MANAGED BY SSB CITI (INCLUDING MUTUAL FUNDS MANAGED BY SSB CITI). I FURTHER CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE, THERE ARE NO PENDING ORDERS FOR ANY SECURITY LISTED ABOVE OR ANY RELATED SECURITY FOR ANY MANAGED ACCOUNTS AND/OR MUTUAL FUNDS FOR WHICH I AM CONSIDERED A COVERED PERSON. THE PROPOSED TRANSACTION(S) ARE CONSISTENT WITH ALL FIRM POLICIES REGARDING EMPLOYEE PERSONAL SECURITIES TRANSACTIONS. Signature________________________________ Date_________________________________
- ---------------------------------------------------------------------------------------------------------------- FOR USE BY THE COMPLIANCE DEPARTMENT ========================== ========== ========= ================ ========== ============ ======================= PRE-APPROVAL ARE SECURITIES RESTRICTED? / / Yes / / No GRANTED? / / Yes / / No Reason not granted: - -------------------------- ---------- --------- ---------------- ---------- ------------ ----------------------- COMPLIANCE DEPARTMENT SIGNATURE: Date: Time: - ---------------------------------------------------------------------------------------------------------------- - ---------------------- (1) All securities sold must have been held for at least 60 days. (2) For purposes of SSB Citi's personal trading policies, a Large Cap Exemption applies to transactions involving 500 or fewer shares in aggregate and the stock is one that is listed on a U.S. stock exchange or NASDAQ and whose issuer has a market capitalization (outstanding shares multiplied by current price) of more than $10 billion.
13 SSB CITI ASSET MANAGEMENT GROUP ("SSB CITI") PAGE 2-- PORTFOLIO MANAGER CERTIFICATION All portfolio managers must answer the following questions in order to obtain pre-approval. All questions must be answered or the form will be returned. If a question is not applicable, please indicate "N/A". 1. Have your client accounts purchased or sold the securities (or related securities) in the past seven calendar days? Yes / / No / / 2. Do you intend to purchase or sell the securities (or related securities) for any client accounts in the next seven calendar days? Yes / / No / / 3. Do any of your client accounts currently own the securities (or related securities)? Yes / / No / / 3a. If yes, and you are selling the securities for your personal account, please explain why the sale of the securities was rejected for client accounts but is appropriate for your personal account: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 4. Have you, in the past 7 calendar days, CONSIDERED purchasing the securities (or related securities) for your client accounts? Yes / / No / / 4a. If yes, and you are purchasing securities for your personal account, please explain why the purchase of the securities is appropriate for your account but has been rejected for your client accounts: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 4b. If no, and you are purchasing securities for your personal account, please explain why the purchase of the securities has not been considered for your client accounts: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CERTIFICATION I certify that I will not effect the transaction(s) described above unless and until pre-clearance approval is obtained from the Compliance Department. I further certify that, except as described on an attached page, to the best of my knowledge, the proposed transaction(s) will not result in a conflict of interest with any account managed by SSB Citi (including mutual funds managed by SSB Citi). I further certify that, to the best of my knowledge, there are no pending orders for any security listed above or any related securities for any Managed Accounts and/or Mutual Funds for which I am considered a Covered Person. The proposed transaction(s) are consistent with all firm policies regarding employee personal securities transactions. - ------------------------------ ------------------------------- Signature Date
- ---------------------------------------------------------------------------------------------------------------- FOR USE BY THE COMPLIANCE DEPARTMENT ========================== ========== ========= ================ ========== ============ ======================= PRE-APPROVAL ARE SECURITIES RESTRICTED? / / Yes / / No GRANTED? / / Yes / / No Reason not granted - -------------------------- ---------- --------- ---------------- ---------- ------------ ----------------------- COMPLIANCE DEPARTMENT SIGNATURE: Date: Time: - ----------------------------------------------------------------------------------------------------------------
14 PERSONAL INVESTMENT POLICY EXHIBIT C FOR SSB CITI ASSET MANAGEMENT GROUP -- NORTH AMERICA AND CERTAIN REGISTERED INVESTMENT COMPANIES ACKNOWLEDGMENT I ACKNOWLEDGE THAT I HAVE RECEIVED AND READ THE PERSONAL INVESTMENT POLICY FOR SSB CITI ASSET MANAGEMENT GROUP -- NORTH AMERICA AND CERTAIN REGISTERED INVESTMENT COMPANIES DATED MARCH 15, 2000. 1 UNDERSTAND THE PROVISIONS OF THE PERSONAL INVESTMENT POLICY AS DESCRIBED THEREIN AND AGREE TO ABIDE BY THEM. EMPLOYEE NAME (PRINT): __________________ SIGNATURE: __________________ DATE: __________________ - ------------------------ --------------------- ----------------- --------------- SOCIAL SECURITY DATE OF HIRE NUMBER: ======================== ===================== ================= =============== JOB FUNCTION & SUPERVISOR: TITLE: - ------------------------ --------------------- ----------------- --------------- LOCATION: - ------------------------ --------------------- ----------------- --------------- FLOOR AND/OR ZONE: TELEPHONE NUMBER: - ------------------------ --------------------- ----------------- --------------- - -------------------------------------------------------------------------------- NASD REGISTERED EMPLOYEE (PLEASE CHECK ONE) / / Yes / / No - -------------------------------------------------------------------------------- If REGISTERED, list Registration \ License: - -------------------------------------------------------------------------------- THIS ACKNOWLEDGMENT FORM MUST BE COMPLETED AND RETURNED NO LATER THAN MARCH 30, 2000 TO THE COMPLIANCE DEPARTMENT -- ATTENTION: VERA SANDUCCI-DENDY, 388 GREENWICH STREET, 23RD FLOOR, NEW YORK NY 10013. 15 EXHIBIT D SSB CITI ASSET MANAGEMENT GROUP - NORTH AMERICA PERSONAL INVESTMENT POLICY FINANCIAL SERVICES FIRM DISCLOSURE AND INITIAL REPORT OF SECURITIES HOLDINGS - -------------------------------------------------------------------------------- THIS REPORT MUST BE SIGNED, DATED AND RETURNED WITHIN 10 DAYS OF EMPLOYMENT TO THE COMPLIANCE DEPARTMENT -- ATTENTION: VERA SANDUCCI-DENDY, 388 GREENWICH STREET, 23rd FLOOR EMPLOYEE NAME: _________________________ DATE OF EMPLOYMENT:____________________ ________________________________________________________________________________ BROKERAGE ACCOUNTS: / / I do not have a BENEFICIAL INTEREST in any account(s) with any financial services firm. / / I maintain the following account(s) with the financial services firm(s) listed below (attach additional information if necessary-e.g., a brokerage statement). Please include the information required below for any broker, dealer or bank where an account is maintained which holds securities for your direct or indirect benefit as of the date you began your employment.
- ------------------------------------------------ ------------------ -------------------------- Name of Financial Service(s) Firm and Address Account Title Account Number - ------------------------------------------------ ------------------ -------------------------- - ------------------------------------------------ ------------------ -------------------------- - ------------------------------------------------ ------------------ -------------------------- - ------------------------------------------------ ------------------ --------------------------
SECURITIES HOLDINGS: Complete the following (or attach a copy of your most recent statement(s)) listing all of your securities holdings, with the exception of open-ended mutual funds and U.S. Government securities if: - - You own securities which are held by financial services firm(s) as described above. If you submit a copy of a statement, it must include all of the information set forth below. Please be sure to include any additional securities purchased since the date of the brokerage statement which is attached. Use additional sheets if necessary. - - Your securities are not held with a financial service(s) firm (e.g., dividend reinvestment programs).
- ------------------ --------------- ------------- ---------------- ------------- ------------------------------ Title of Security Ticker Symbol # of Shares Principal Amt. Held Since Financial Services Form - ------------------ --------------- ------------- ---------------- ------------- ------------------------------ - ------------------ --------------- ------------- ---------------- ------------- ------------------------------ - ------------------ --------------- ------------- ---------------- ------------- ------------------------------ - ------------------ --------------- ------------- ---------------- ------------- ------------------------------
/ / I have no securities holdings to report. I CERTIFY THAT I HAVE RECEIVED THE SSB CITI -- NORTH AMERICA PERSONAL INVESTMENT POLICY AND HAVE READ IT ANd UNDERSTOOD ITS CONTENTS. I FURTHER CERTIFY THAT THE ABOVE REPRESENTS A COMPLETE AND ACCURATE DESCRIPTION OF MY BROKERAGE ACCOUNT(S) AND SECURITIES HOLDINGS AS OF MY DATE OF EMPLOYMENT. Signature: ___________________________ Date of Signature:_______________________ 16 EX-99.B(P)(12) 17 ex-99_bp12.txt EXHIBIT 99.B(P)(12) (Adopted 1, 1989) (Revised April 1, 1995) (Revised April 1, 1998) (Revised November 19, 1999) INVESTMENT ADVISER CODE OF ETHICS 1. PURPOSE This Investment Adviser Code of Ethics has been adopted by SG Yamaichi Asset management, Co., Ltd.("SGYAM"), SG Pacific Asset Management, Inc.("SGPAM"), SGY Asset Management (Singapore) Ltd.("SGYS") and SGY Asset Management (H.K.) Ltd.("SGYHK") in accordance with Rule 17j-1(b) under the Investment Company Act of 1940 (the "Investment Company Act"). Rule 17j-1 under the Investment Company Act generally proscribes fraudulent or manipulative practices with respect to purchases or sales of securities held or to be acquired by investment companies, if effected by associated persons of such companies. SGYAM, SGPAM, SGYS and SGYHK (also known collectively as the "Adviser") also intend that this Code of Ethics apply to its dealings with all other investment advisory clients. The purpose of this Investment Adviser Code of Ethics is to provide regulations and procedures consistent with general fiduciary principles, the Investment Company Act and Rule 17j-1, and is designed to give effect to the general prohibitions set forth in Rule 17j- 1 (a) as follows: (a) It shall be unlawful for any affiliated person of or principal underwriter for a registered investment company, or any affiliated person of an investment adviser of or principal underwriter for a registered investment company in connection with the purchase or sale, directly or indirectly, by such person of a security held or to be acquired, as defined in this section, by such registered investment company-- (1) To employ any device scheme or artifices to defraud such re registered investment company-, (2) To make to such registered investment company any untrue statement of a material fact or omit to state to such registered investment company a material fact necessary in order to make the statement made, in light of the circumstances under which they are made, not misleading; (3) To engage `in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any such registered investment company; or (4) To engage in any manipulative practice with respect to such registered investment company. This Code has been approved by the registered investment companies listed on Annex B attached hereto. An annual report regarding compliance with this Code by employees of the Adviser must be given each year to each such registered investment company board. 2. DEFINITIONS (a) "Adviser" means SGYAM, SGPAM, SGYS and SGYHK. (b) "Investment Company" means any company registered as such under the Investment Company Act and for which the Adviser is the investment Adviser. (c) "Access person" means any director, officer or advisory person of the Adviser. (d) "Advisory person" means (i) any employee of the Adviser or of any company in a control relationship to the Adviser, who, in connection with his regular functions or duties, makes, participates in, or obtains information regarding the purchases or sale of a security by an Investment Company, or whose functions relate to the making of any recommendation with respect to such purchase or sales- and (ii) any natural person in a control relationship to the Adviser who obtains information concerning recommendations made to an Investment Company with regard to the purchase or sale of a security. (e) A security is "being considered for purchase or sale" when a recommendation to purchase or sell a security has been made and communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation. (f) "Beneficial owner-ship" shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder, except that the determination of direct or indirect beneficial ownership shall apply to all securities which an access person has or acquires (See Annex A). (g) "Control" shall have the same meaning as that set forth in Section 2(a) (9) of the Investment Company Act. (h) "Disinterested director" means a director of the Adviser who is not an "interested person" of the Adviser within the meaning of Section 2(a) (19) of the Investment Company Act. (i) "Purchase or sale of a security" includes, INTER ALIA, the writing of an option to purchase or sell a security. (j) "Security" shall have the meaning set forth in Section 2(a) (36) of the Investment Company Act, except that it shall not include shares of registered open-end investment companies securities issued by the Government of the United States, short-term debt securities which are "government securities" within the meaning of Section 2(a) (16) of the Investment Company Act, banker's acceptances, bank certificates of deposit, commercial paper and such other money market instruments designated by the Board of Directors of the relevant Investment Company. 3. PROHIBITED PURCHASES AND SALES (a) No access person shall purchase or sell, directly or indirectly, any security in which he has, or by reason of such transaction acquires, any direct or indirect beneficial ownership and which to his actual knowledge at the time of such purchase or sale: (i) is being considered for purchase or sale by an Investment Company or other advisory client; or (ii) is being purchased or sold by an Investment Company or other advisory client. (b) No access person shall reveal to any other person (except in the normal course of his or her duties on behalf of an Investment Company or other advisory client) any information regarding securities transactions by an Investment Company or other advisory client or consideration by an Investment Company or the Adviser on behalf of another advisory client of any such securities transaction. (c) No access person shall recommend any securities transaction by an Investment Company or other advisory client without having disclosed his or her interest if any, in such securities or the issuer thereof, including without limitation (i) his or her direct or indirect beneficial ownership of any securities of such issuer, (ii) any contemplated transaction by such person in such securities, (iii) any position with such issuer or its affiliates and (iv) any present or proposed business relationship between such issuer or its affiliates on the one hand, and such person or any party in which per-son has a significant interest on the other, provided, however, that in the event the interest of such access person in such securities or issuer is not material to his or her personal not worth and any contemplated transaction by such person in such securities cannot reasonably be expected to have a material adverse effect on any such transaction by an Investment Company or on the market for the securities generally, such access person shall not be required to disclose his or her interest in the securities or issuer thereof in connection with any such recommendation. (d) No access person shall invest in an IPO or private placement without prior approval from the CEO of the Adviser with whom he or she is employed. 4. EXEMPTED TRANSACTIONS The prohibitions of Section 3 of this Investment Adviser Code of Ethics shall not apply to: (a) Purchases or sales effected in any account over which the access person has no direct or indirect influence or control. (b) Purchases or sales of securities which are not eligible for purchase or sale by an Investment Company or other advisory client. (c) Purchases or sales which are non-volitional on the part of either the access person or an Investment Company or other advisory client. (d) Purchases which are part of an automatic dividend reinvestment plan, (e) Purchases effected upon the exercise of rights issued by an issuer rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired. (f) Purchases or sales which are only remotely potentially harmful to an Investment Company or other advisory client because they would be very unlikely to affect a highly institutional market or because they clearly are not related economically to the securities to be purchased, sold or held by an Investment Company or other advisory client. 5. REPORTING (a) Every access person shall report to the Adviser the information described in Section 5(d) of this Investment Adviser Code of Ethics with respect to transactions in any security `in which such access person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in the security, provided, however, that an access person shall not be required to make a report with respect to transactions effected for any account over which such person does not have any direct or indirect influence. (b) All access person must report all securities holdings within 10 days of becoming an access person and, thereafter, must report all holdings annually within 10 days of the calendar year end.. (c) Notwithstanding Section 5(a) of this Investment Adviser Code of Ethics, an access person need not make a report where the report would duplicate information recorded pursuant to Rules 204-2(a) (I 2) or 204-2(a) (I 3) under the Investment Advisers Act of 1940. (d) Every report shall be made not later than 10 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information: (i) The date of the transaction, the title and the number of shares, and the principal amount of each security involved, (ii) The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition), (iii) The price at which the transaction was effected, and, (iv) The name of the broker, dealer or bank with or through whom the transaction was effected. (e) Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he has any direct or indirect beneficial ownership in the security to which the report relates. 6. SANCTIONS Upon discovering a violation of this Investment Adviser Code of Ethics, the Adviser may impose such sanctions as it deems appropriate, including, INTER-ALIA, a letter of censure or suspension or termination of the employment of the violator. All material violations of Investment Adviser Code of Ethics and any sanctions imposed with respect thereto shall be reported periodically to the Board of Directors of the Investment Company with respect to whose securities the violation occurred. ANNEX A The term "beneficial ownership" of securities would include not only ownership of securities held by an access person for his or her own benefit, whether in bearer form or registered `in his or her own name or otherwise, but also ownership of securities held for his or her benefit by others (regardless of whether or how they are registered) such as custodians, brokers, executors, administrators, or trustees (including trusts in which he or she has only a remainder interest), and securities held for his or her account by pledges, securities owned by a partnership in which he or she is a member, and securities owned by any corporation which he or she should regard as a personal holding corporation. Correspondingly, this term would exclude securities held by an access person for the benefit of someone else. Ordinarily, this term would not include securities held by executors or administrators in estates in which an access person is a legatee or beneficiary unless there is a specific legacy to such person of such securities or such person is the sole legatee or beneficiary and there are other assets in the estate sufficient to pay debts ranking ahead of such legacy, or the securities are held in the estate more than a year after the decedent's death. Securities held in the name of another should be considered as "beneficially" owned by an access person where such person enjoys "benefits substantially equivalent to ownership". The SEC has said that although the final determination of beneficial ownership is a question to be determined in the light of the facts of the particular case, generally a person is regarded as the beneficial owner of securities held in the name of his or her spouse and their minor children. Absent special circumstances such relationship ordinarily results in such per-son obtaining benefits substantially equivalent to ownership, E.G., application of the income derived from such securities to maintain a common home, to meet expenses which such person otherwise would meet from other sources, or the ability to exercise a controlling influence over the purchase, sale or voting of such securities. An access person also may be regarded as the beneficiary owner of securities held in the name of another person, if by reason of any contract, understanding, relationship, agreement or other arrangement he obtains therefrom benefits substantially equivalent to those of ownership. Moreover, the fact that the holder is a relative or relative of a spouse and sharing the same home as an access person may in itself indicate that the access person would obtain benefits substantially equivalent to those of ownership from securities held in the name of such relative. Thus, absent countervailing facts, it is expected that securities held by relatives who share the same home as an access person will be treated as being beneficially owned by the access person. An access person also is regarded as the beneficial owner of securities held in the name of a spouse, minor children or other person, even though he does not obtain therefrom the aforementioned benefits of ownership, if he can vest or revest title in himself at once or at some future time. ANNEX B (TO BE APPROVED) SEI INSTITUTIONAL INTERNATIONAL TRUST (TO BE APPROVED) SEI INSTITUTIONAL INVESTMENTS TRUST EX-99.(P)(13) 18 ex-99_p13.txt EXHIBIT 99.B(P)(13) STRATEGIC FIXED INCOME, L.L.C. 1001 19TH STREET NORTH, SUITE 1720 ARLINGTON, VA 22209 703-812-8300 This Code of Ethics ("Code") has been adopted by Strategic Fixed Income, L.L.C. ("Strategic") to comply with the requirements of Rule 17j-1 under the Investment Company Act of 1940 ("Act"). In some respects, this Code imposes obligations that go beyond those imposed by the Act, where Strategic believes it appropriate to do so. The provisions of this Code apply to all employees of Strategic. Employees of Strategic must read and understand this Code and should present any questions concerning the Code to Patricia Arcoleo, who is the Vice President in charge of compliance matters ("Compliance Director"). Each employee must sign and return the attached acknowledgement with respect to the Code to the Compliance Director. I. GENERAL STATEMENTS OF POLICY A. The interests of Strategic's advisory clients, including any registered investment company client (collectively "clients"), supersede the interests of Strategic employees. B. Personal investing of Strategic employees shall be conducted in a manner to avoid actual or potential conflicts of interest with Strategic's clients. C. Strategic employees shall not use their position to the detriment of Strategic's clients. II. DEFINITIONS A. For purposes of this Code: 1. An "IPO" 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. 2. A "limited offering" means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6), or pursuant to Rule 504, 505 or 506 thereunder. 3. "Beneficial Ownership" has the meaning set forth in Attachment A hereto. 4. A "security held or to be held" by any client means: (i) any security which, within the most recent fifteen (15) days, is or has been held by any client or is being or has been considered by any client or by Strategic for purchase by the client; and (ii) any derivative of a security described in subparagraph 2(i), above, including any option, right, warrant, or futures contract or any similar right having an exercise or conversion privilege whose price or value is derived from or based upon, in whole or in part, the price of such security. 5. The term "security" does not include direct obligations of the Government of the United States, bankers' acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments (including repurchase agreements), or shares issued by registered open-end investment companies. 6. The term "Access Person" means (i) The Manager of Strategic; (ii) any director or officer of Strategic; (iii) each Strategic employee, or employee of a company in a control relationship to Strategic, who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of securities by any registered investment company client of Strategic, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (iv) each natural person in a control relationship with Strategic who obtains information concerning recommendations made to any registered investment company client of Strategic regarding the purchase or sale of securities by such client. 7. The term "Investment Employee" means (i) any Strategic employee, or employee of a company in a control relationship to Strategic, who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by any registered investment company client of Strategic; and 2 (ii) any natural person who controls Strategic and who obtains information concerning recommendations made to any registered investment company client of Strategic regarding purchases or sales of securities by such client. III. PROHIBITIONS A. GENERAL PROHIBITION 1. No affiliated person of Strategic ("Affiliated Person"), including any Strategic employee, in connection with the purchase or sale, directly or indirectly, by such person of a security held or to be held by any client of Strategic, shall: (i) employ any device, scheme or artifice to defraud any client; (ii) make to any client any untrue statement of a material fact or omit to state to such client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; (iii) engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon a client; or (iv) engage in any manipulative practice with respect to a client. B. AFFILIATED PERSON TRANSACTIONS 1. Except as set forth below, no Affiliated Person of Strategic shall purchase or sell any security or derivative thereof (including any option, right, warrant, or futures contract or any similar right having an exercise or conversion privilege whose price or value is derived from or based upon, in whole or in part, the price of any security) in which the Affiliated Person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership, and that, to the Affiliated Person's actual knowledge at the time of such purchase or sale, is a security held or to be held by any client of Strategic. If the security is a corporate fixed-income security (which shall include mortgage- and asset-backed securities of any kind issued by any issuer, regardless of whether such issuer is a corporation), in certain cases the more restrictive provisions set forth in Section IV.C, below, shall apply instead of the provisions set forth in this Section III.B. 2. The restrictions described in this Subsection B shall not apply to: (i) purchases or sales effected in any account over which the Affiliated Person has no direct or indirect influence or control; 3 (ii) purchases or sales that are non-volitional on the part of the Affiliated Person; (iii) purchases that are part of an automatic dividend reinvestment plan; (iv) 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 that such rights were acquired from the issuer, and sales of such rights so acquired; or (v) any purchase or sale (or series of related purchases or sales) of a security involving 500 shares or fewer in the aggregate, if the issuer of the security has a market capitalization (I.E., outstanding shares multiplied by the current price per share) greater than $1 billion. C. CERTAIN INVESTMENT EMPLOYEE TRANSACTIONS--CORPORATE FIXED-INCOME SECURITIES The following restrictions relate to the purchase and sale by certain Investment Employees of corporate fixed-income securities. In the event the following restrictions do not apply to a particular employee or a particular transaction, the restrictions set forth above in Section III.B shall apply instead. 1. No Investment Employee who is a portfolio manager, analyst, or a trader who provides information and advice to a portfolio manager or helps execute a portfolio manager's decisions ("Qualified Investment Employee") shall acquire any corporate fixed-income security in an IPO. 2. No Qualified Investment Employee shall acquire any corporate fixed-income security, whether in the open market or in a limited offering, or dispose of any such security without express prior approval of the Compliance Director. In determining whether to approve such an acquisition or disposition, the Compliance Director will take into account, among other factors, whether the investment opportunity, or the opportunity to dispose of the security, should be reserved for one or more of Strategic's clients, and whether the opportunity is being offered to the Qualified Investment Employee by virtue of his or her position with respect to any client. 4 3. No Qualified Investment Employee shall purchase or sell any corporate fixed-income security in which such employee has, or by reason of such transaction acquires, any direct or indirect beneficial ownership (i) on a day during which, to the actual knowledge of such employee, any advisory client has a pending "buy" or "sell" order in that same security until that order is executed or withdrawn, or (ii) if the employee has actual knowledge of plans to effect a trade in that security on behalf of any client, within fifteen (15) days of the proposed date of such trade, or, if the employee has actual knowledge that such a trade has been effected, within fifteen (15) days after any such trade. Any profits realized by a Qualified Investment Employee on a trade proscribed by the foregoing will be required to be disgorged. 4. No Qualified Investment Employee shall personally profit from the purchase and sale, or sale and purchase, of the same (or equivalent) corporate fixed-income securities within sixty (60) calendar days. Any profits realized by the employee in violation of the foregoing will be required to be disgorged. 5. The restrictions described in paragraphs of this III.C shall not apply to: (A) purchases or sale effected in any account over which the employee has no direct or indirect influence or control; or (B) purchases or sales that are non-volitional on the part of the employee. 6. Each Qualified Investment Employee shall direct his or her broker in writing to supply to the Compliance Director, on a timely basis, duplicate copies of all personal securities transactions involving corporate fixed-income securities and copies of periodic statements for all personal securities accounts, to the extent such statements relate to corporate fixed-income securities, and shall supply a copy of that directive to the Compliance Director. No such employee shall revoke or alter such directive without notifying the Compliance Director of that fact. D. GIFTS No Investment Employee of Strategic shall receive any gift or other thing of value of more than DE MINIMIS VALUE ($100.00) from any person or entity that does business with or on behalf of any client of Strategic. E. SERVICE AS DIRECTOR No Investment Employee of Strategic shall serve on the board of directors of any publicly traded company absent prior authorization of the Compliance Director, which authorization shall not be given unless the Compliance Director first determines that board service would be consistent with the interests of Strategic's clients, including particularly registered investment company clients and their shareholders. Where board service is authorized, Strategic will formulate and implement appropriate "Chinese Wall" or other procedures to isolate the Investment Employee serving on the board from Strategic employees engaged in making decisions for Strategic's registered investment company clients. 5 F. PRE-APPROVAL REQUIREMENT CONCERNING INVESTMENTS IN IPOS AND LIMITED OFFERINGS BY INVESTMENT EMPLOYEES 1. No Investment Employee shall directly or indirectly acquire beneficial ownership in any securities in an IPO or in a limited offering without first obtaining prior written approval from the Compliance Director. 2. The Compliance Director, in most circumstances, will make a decision concerning any request submitted in accordance with paragraph F.1 above, within two (2) business days after the request is made. The Compliance Director will retain a record of the approval of, and rationale supporting, any acquisition of securities in an IPO or a limited offering. G. DISCLOSURE OF CONFLICTS OF INTEREST Each Investment Employee should consider whether he or she has a conflict of interest, including a material ownership interest in any issuer, whose securities are held or to be held or to be sold by a client, that might require disclosure to such client, and should discuss such conflict with the Compliance Director. The Compliance Director will keep a record of such discussion concerning the employee's conflict. The Compliance Director may provide for review, in appropriate circumstances, of any investment decisions being made such employee by other Strategic Investment Employees who are not subject to any conflict with respect to such client's investment decision. The Compliance Director may, in her own discretion, elect to prohibit the employee with such conflict from participating in the investment recommendation. IV. REPORTING A. TRANSACTIONS IN GENERAL 1. Each Access Person of Strategic is required to report to the Compliance Director certain information about such Access Persons's securities holdings and about each transaction in which such Access Person acquires any direct or indirect beneficial ownership of a security, except with respect to a transaction effected for, and securities held in, any account over which the Access Person does not have any direct or indirect influence or control. The reports that are required to be submitted are as follows: (a) INITIAL HOLDINGS REPORTS. Every Access Person must file an Initial Holdings Report no later than ten (10) days after the person becomes an Access Person. The Initial Holdings Report must contain the following information: 6 (i) The title, number of shares and principal amount of each security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person; (ii) The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and (iii) The date that the report is submitted by the Access Person. (b) QUARTERLY TRANSACTION REPORTS. Every Access Person must file a Quarterly Transaction Report no later than ten (10) days after the end of a calendar quarter. The Quarterly Transaction Report must contain the following information: (i) With respect to any transaction during the quarter in a security in which the Access Person had any direct or indirect beneficial ownership: (1) The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each security involved; (2) The nature of the transaction (I.E., purchase, sale or any other type of acquisition or disposition); (3) The price of the security at which the transaction was effected; (4) The name of the broker, dealer or bank with or through which the transaction was effected; and (5) The date that the report is submitted by the Access Person. (ii) With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person: (1) The name of the broker, dealer or bank with whom the Access Person established the account; (2) The date the account was established; and (3) The date that the report is submitted by the Access Person. 7 (c) ANNUAL HOLDINGS REPORTS. Every Access Person must file an Annual Holdings Report, which must include the following information (which information must be current as of a date no more than thirty (30) days before the report is submitted): (i) The title, number of shares and principal amount of each security in which the Access Person had any direct or indirect beneficial ownership; (ii) The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and (iii) The date that the report is submitted by the Access Person. 2. To the extent necessary, Compliance Director will designate certain employees of any company in a control relationship with Strategic and natural persons in a control relationship with Strategic as Access Persons for purposes of this Section IV and will notify them of their obligations hereunder. 3. Each Strategic employee who is not an Access Person, and thus not subject to the reporting obligations of paragraph A.1 above, is nevertheless required to report to the Compliance Director certain information about each transaction in which such employee acquires any direct or indirect beneficial ownership of a security, except with respect to a transaction effected for an account over which the employee does not have any direct or indirect influence or control. The reports required to be submitted are those described in the Memorandum to New Staff/Temporary Employees from the Compliance Director dated August 23, 1993, concerning Quarterly Reports of Personal Securities Transactions (a copy of which is attached as Attachment B hereto). 4. Access Persons and all Strategic employees should note that the reports described above must be provided with respect to transactions in any security which the Access Person or the employee has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in the security. These reports will be reviewed by the Compliance Director to determine whether there is any reason to believe that any provision of this Code has been violated by the Access Person or the employee, in which case further inquiry may be made with respect to one or more particular transaction. Additional requirements apply with respect to corporate fixed-income securities. SEE Section III.C above. 8 V. SANCTIONS Upon discovering that an employee has not complied with the requirements of this Code, Strategic may impose upon that person whatever sanctions Strategic deems appropriate, including, among other things, censure, suspension, or termination of employment. VI. OTHER LAWS, RULES AND STATEMENTS OF POLICY Nothing contained in this Code shall be interpreted as relieving any employee of Strategic from acting in accordance with the requirements of any law, rule, regulation or other statement of policy or procedure governing the conduct of such employee adopted by Strategic, including the Insider Trading Policy. VII. ANNUAL APPROVAL REQUIREMENT The Code must be approved by the board of directors of each registered investment company client of Strategic. Any material change to the Code must be approved by the board of each registered investment company client of Strategic no later than six (6) months after adoption of the material change. Strategic is required to furnish to any such board of directors an annual written report that contains the following information: (A) description of any issues arising under the Code since the last report to the board of directors, including, but not limited to, information about material violations of the Code and sanctions imposed in response to the material violations; and (B) certification that Strategic has adopted procedures reasonably necessary to prevent its employees from violating the Code. The Compliance Director will be responsible for furnishing such written reports. 9 ATTACHMENT A BENEFICIAL OWNERSHIP The term "beneficial ownership" as used in Strategic's Code is to be interpreted by reference to Rule 16a-1 under the Securities Exchange Act of 1934 ("Rule"), except that the determination of direct or indirect beneficial ownership for purposes of the Code must be made with respect to all securities that an employee has or acquires. Under the Rule, a person is generally deemed to have beneficial ownership of securities if: (i) the person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (a) voting power, which includes the power to vote, or to direct the voting of, the securities and/or (b) investment power, which includes the power to dispose of, or to direct the disposition of, the securities; and (ii) the person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the securities. A person is deemed to have voting and/or investment power with respect to securities within the meaning of the Rule if the person has the right to acquire beneficial ownership of the security within sixty (60) days, including any right to acquire the security through the exercise of any option, warrant or right; through the conversion of a security, pursuant to the power to revoke a trust, discretionary account or similar arrangement -- or pursuant to the automatic termination of a trust, discretionary account or similar arrangement. The term "pecuniary interest" in particular securities is generally defined in the Rule to mean the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the securities. A person is deemed to have an "indirect pecuniary interest" within the meaning of the Rule in any securities held by members of the person's immediate family sharing the same household, the term "immediate family" including any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, as well as adoptive relationships. Under the Rule, an indirect pecuniary interest also includes, among other things, a general partner's proportionate interest in the portfolio securities held by a general or limited partnership; a person's right to dividends that is separated or separable from the underlying securities; a person's interest in certain trusts; and a person's right to acquire equity securities through the exercise or conversion of any derivative security, whether or not presently exercisable, the term "derivative security" being generally defined as any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege at a price related to an equity security, or similar securities with, or value derived from, the value of an equity security. For purposes of the Rule, a person who is a shareholder of a corporation or similar entity is not deemed to have a pecuniary interest in portfolio securities held by the corporation or entity, so long as the shareholder is not a controlling shareholder of the corporation or the entity and does not have or share investment control over the corporation's or the entity's portfolio. ACKNOWLEDGEMENT The undersigned, ______________________, an employee of Strategic Fixed Income, L.L.C. (or a non-employee who has been notified that he or she is regarded as an "Access Person" of Strategic), certifies that he or she (1) has read and understands the Code of Ethics ("Code") of Strategic Fixed Income, L.L.C.; (2) recognizes that he or she is subject to the Code; (3) has complied with all the requirements of the Code applicable to him or her; and (4) has disclosed or reported all personal security transactions and security holdings required to be disclosed or reported by him or her pursuant to the Code. The undersigned further recognizes that he or she will be required to make the foregoing certification on an annual basis. _________________________________ Dated: ________________________ EX-99.B(P)(14) 19 ex-99_bp14.txt EXHIBIT 99.B(P)(14) CODE OF ETHICS SCOPE AND PURPOSE This Code of Ethics (the "Code") applies to: - - all directors, officers and employees of: - Schroder Investment Management North ) Collectively ) America Inc., ) "SIM NA" ) - Schroder Investment Management North ) America Limited ) Collectively - Schroder Fund Advisors Inc. ("SFA") ) The "US - - Schroder Investment Management International ) Schroder Limited ("SIMIL") ) Group" - - New York based employees of Schroder US Holdings ) Inc. ("SI") who are located on the 34th floor ) of 787 Seventh Avenue, New York, NY 10019 ) - - all persons employed by any subsidiary of ) Schroders plc ("Schroders") who are Access ) Persons (as defined below) of any registered ) investment company managed by SIM NA.
Set forth below is the Code of Ethics (the "Code") for the US Schroder Group, as required by Rule 17j-1 under the Investment Company Act of 1940 (the "Investment Company Act"), Section 204A of the Investment Advisers Act of 1940 (the "Advisers Act"), Rule 204-2(a)(12) under the Advisers Act and Section 20A of the Securities Exchange Act of 1934 ( the "Exchange Act"). The Code applies to every employee (full- and part-time) of the US Schroder Group. The objective of the Code is to ensure that all business dealings and securities transactions undertaken by employees, whether for clients or for personal purposes, are subject to the highest ethical standards. Incorporated within the Code are an Insider Trading Policy and a Personal Securities Transactions Policy, which contain procedures that must be followed by all personnel. Every employee, by means of an Annual Certification of Compliance with the Code of Ethics (see Exhibit B), must retain, read and acknowledge receipt and understanding of this Code, which will be updated as necessary. Any questions regarding the Code should be referred to the appropriate Ethics Supervisor. The Code contains additional restrictions and requirements for certain Access Persons (as defined in Appendix A), including all US Schroder Group fund managers, investment analysts, traders, and those employees who, in connection with their duties, are aware of securities under consideration for purchase or sale on behalf of clients. Such persons will be -1- notified in writing of their status. These restrictions are designed to prevent any conflict or the appearance of any conflict of interest between trading for their personal accounts and securities transactions initiated or recommended for clients. STATEMENT OF POLICIES (a) CONFIDENTIALITY Personnel are expected to honor the confidential nature of company and client affairs. Information designated as confidential shall not be communicated outside of the US Schroder Group or other affiliated companies of Schroders other than to advisers consulted on a confidential basis, and shall only be communicated within Schroders on a "need to know" basis or as otherwise authorized by management in conformity with the Code. Personnel must also avoid making unnecessary disclosure of ANY internal information concerning Schroders and its business relationships and must use such information in a prudent and proper manner in the best interests of Schroders and its clients. (b) LEVEL OF CARE Personnel are expected to represent the interests of Schroders and its clients in an ethical manner and to exercise due skill, care, prudence and diligence in all business dealings, including but not limited to compliance with all applicable regulations and laws, and to avoid illegal activities and other conduct specifically prohibited to its personnel by the respective policies of any of the US Schroder Group companies in relation to which a person is a director, officer or employee. (c) FIDUCIARY DUTIES All personnel have fiduciary duties: (i) at all times to place the interests of their clients before their own and not to take inappropriate advantage of their position, and (ii) to conduct themselves in a manner which will avoid any actual or potential conflict of interest or any abuse of a position of trust and responsibility. -2- (d) REQUIREMENTS (i) Personnel are required to comply with the Insider Trading Policy and Personal Securities Transactions Policy incorporated herein. (ii) Personnel are prohibited from receiving any gift or other thing of more than DE MINIMIS value from any person or entity that does business with or on behalf of any client. Personnel are prohibited from serving on the board of directors of any publicly listed or traded company or of any company whose securities are held in any client portfolio, except with the prior authorization of the Chairman or Chief Executive of SIM NA, the Chairman of SIMIL or, in their absence, a majority of the Ethics Committee, based upon a determination that the board service would be consistent with the interests of Schroders' clients. If permission to serve as a director is given, the company will be placed permanently on Section Two of the US Schroder Group Restricted List. Transactions in that company's securities for client and personal securities accounts will only be authorized when certification has been obtained from that company's Secretary or similar officer that its directors are not in possession of material price sensitive information with respect to its securities. COMPLIANCE THE ETHICS COMMITTEE (see Appendix A) is responsible for ensuring that a copy of the Code is delivered to all persons at the time of the commencement of their employment with any US Schroder Group company, as well as on an annual basis. As a condition of continuing employment, each employee is required to acknowledge in writing receipt of a copy of the Code and that he or she has understood the obligations and responsibilities hereunder and on an annual basis to certify compliance with it on the form provided. THE ETHICS SUPERVISORS (see Appendix A) are each responsible for maintaining with respect to their company the records and filings required under the Code and must report immediately to the Ethics Committee any evidence of a breach of the Code by any personnel. Following such report, there will be a prompt review of the situation by the Ethics Committee and, if necessary, appropriate disciplinary and/or dismissal proceedings will be instituted, including, but not limited to, referral to the appropriate regulatory agency. Each Ethics Supervisor will conduct a regular annual review, in addition to any other special reviews which may be deemed appropriate by the Ethics Supervisor, to supervise the operation of the Code (including the Insider Trading and Personal Securities Transactions Policies) and will report such reviews by January 31st of each year to the Ethics Committee or other senior officer of the US Schroder Group appointed to receive this information. -3- QUESTIONS All questions about an individual's responsibilities and obligations under the Code of Ethics should be referred to any member of the Ethics Committee, to the Chief Compliance Officer in New York or London, to the General Counsel of Schroder U.S. Holdings Inc., or to the relevant Ethics Supervisor. -4- INSIDER TRADING POLICY THE SCOPE AND PURPOSE OF THE POLICY It is a violation of United States federal law and a serious breach of Schroders' policies for any employee to trade in, or recommend trading in, the securities of a company, either for his/her personal gain or on behalf of the firm or its clients, while in the possession of material, nonpublic information ("inside information") which may come into his/her possession either in the course of performing his/her duties, or through personal contacts. Such violations could subject you, Schroders, and our parent organizations, to significant civil as well as criminal liability, including the imposition of monetary penalties, and could also result in irreparable harm to the reputation of Schroders. Tippees (I.E., persons who receive material, nonpublic information) also may be held liable if they trade or pass along such information to others. The US Insider Trading and Securities Fraud Enforcement Act of 1988 ("ITSFEA") requires all broker-dealers and investment advisers to establish and enforce written policies and procedures reasonably designed to prevent misuse of MATERIAL, NON-PUBLIC information. Although ITSFEA itself does not define "insider trading", the US Supreme Court has previously characterized it as the purchase or sale of securities (which include debt instruments and put and call options) while in possession of information which is both MATERIAL and NON-PUBLIC, I.E., information not available to the general public about the securities or related securities, the issuer and in some cases the markets for the securities. The provisions of ITSFEA apply both to trading while in possession of such information and to communicating such information to others who might trade on it improperly. This policy supplements the policies and procedures set forth in SIM NA, SFA's and SI's Chinese Wall Procedures, which are incorporated herein by reference. MATERIALITY Inside information is generally understood as material information about an issuer of publicly-traded securities that has not been made known to either the professional investment community or to the public at large. Inside information is material if it would be likely to have an effect on the price of the issuer's securities or if a reasonable investor would be likely to consider it important in making his/her investment decision. Such information usually originates from the issuer itself and could include, among other things, knowledge of a company's earnings or dividends, a significant change in the value of assets, changes in key personnel or plans for a merger or acquisition. For example, a portfolio manager, analyst or trader may receive information about an issuer's earnings or a new product in a private communication with the issuer. Such information is usually considered material and is generally inside information because it has not been effectively disseminated to the public at large. As a general rule, any information -5- received from an issuer that has not been made public in a press release or a public filing will be considered inside information. Upon learning the information, the employee may not purchase or sell securities of the issuer for him/herself or for any account under management until the information is effectively disseminated to the public. If an employee has received information regarding an issuer and he/she believes that the information given has not been given in breach of fiduciary duties, then that person may retain and act upon the information. Market information which emanates from outside the corporation but affects the market price of an issuer's securities can also be inside information. For example, inside information can also originate within Schroders itself. This would include knowledge of activities or plans of an affiliate, or knowledge of securities transactions that are being considered or executed on behalf of clients. Inside information can also be obtained from knowledge about a client that an employee has discovered in his/her dealings with that client. Inside information pertaining to a particular issuer could also involve another company that has a material relationship to the issuer, such as a major supplier's decision to increase its prices. In addition, Rule 14e-3 under the Exchange Act makes it unlawful to buy or sell securities while in possession of material information relating to a tender offer, if the person buying or selling the securities knows or has reason to know that the information is nonpublic and has been acquired, directly or indirectly from the person making or planning to make the tender offer, from the target company, or from any officer, director, partner or employee or other person acting on behalf of either the bidder or the target company. This rule prohibits not only trading, but also the communication of material, nonpublic information relating to a tender offer to another person in circumstances under which it is reasonably foreseeable that the communication will result in a trade by someone in possession of the material, nonpublic information. PROCEDURES AND RESPONSIBILITIES OF EMPLOYEES 1. Personnel who acquire NON-PUBLIC information (that may possibly be material) about a company are immediately prohibited: (a) from trading in the securities of that company or related securities and financial instruments (as defined below) whether for client accounts, for Schroder company accounts, or for any Personal Account (see definition in Appendix A), and (b) from communicating the information either inside or outside Schroders except as provided below. 2. Such personnel, other than Senior Executives as defined in the Chinese Wall Procedures, are required immediately to notify the most senior-ranking available -6- member of the Ethics Committee (see Appendix A) who will evaluate whether the information is both MATERIAL and NON-PUBLIC. IF YOU ARE IN ANY DOUBT, SPEAK TO THE SENIOR-RANKING AVAILABLE MEMBER OF THE ETHICS COMMITTEE. 3. If the information is determined by this member of the Ethics Committee to be MATERIAL and NON-PUBLIC, all securities of the relevant company (or companies) and related securities or financial instruments will be placed on Section One of the US Schroder Group Restricted List (see discussion below) with immediate effect. 4. Only the member of the Ethics Committee who determined the information to be MATERIAL and NON-PUBLIC may decide whether it is necessary to communicate the Inside Information to another party, either inside or outside Schroders. If so, the communication must state clearly and expressly that such information is MATERIAL, NON-PUBLIC and confidential and that its possession precludes trading for any account in any security of the specified company or any related security or financial instrument. 5. This same member of the Ethics Committee is responsible for notifying the Ethics Supervisor when such information ceases to be MATERIAL and NON-PUBLIC and for ensuring that the securities of the relevant company or companies and related securities or financial instrument are removed from the US Schroder Group Restricted List. The person who initially reported possession of the information is required to notify the member of the Ethics Committee of any change in status of the information of which he or she becomes aware. 6. All employees are also responsible for preventing disclosure of any NON-PUBLIC information in Schroders' possession, whether or not that information is MATERIAL, except in accordance with the procedures set out in this Policy. 7. Any files likely to contain NON-PUBLIC information must be kept locked and access to computerized files must be restricted at all times, except when required by authorized personnel for the performance of their duties at Schroders. 8. NON-PUBLIC information which has not been deemed to be material under 2. above may be communicated only to such personnel as require such information for the performance of their duties at Schroders. -7- PENALTIES Penalties for trading on or communicating material, nonpublic information are severe, both for the individuals involved in such unlawful conduct and their employers. Under the law, a person can be subject to some or all of the penalties below, even if s/he does not personally benefit from the violation. Penalties include: 1) civil injunctions; 2) disgorgement of profits; 3) treble damages - fines for the access person who committed the violation, of up to 3 times the profit gained or loss avoided, whether or not the person actually benefited; 4) fines for the employer or other controlling person of up to the greater of $1,000,000, or 3 times the profit gained or loss avoided; and 5) jail sentences. SPECIAL PROVISIONS FOR TRADING IN THE SECURITIES OF SCHRODERS PLC Special restrictions apply to dealing in the securities of Schroders plc because staff, by virtue of their employment, may be deemed to have Inside Information: 1. Securities of Schroders plc will not be purchased for any client account without the permission of that client, and then only if permitted by applicable law and with the prior approval of a member of the Ethics Committee or Ethics Supervisor. 2. Personal securities transactions in the securities of Schroders plc are subject to blackout periods and other restrictions which are outlined in the Schroder London Group Staff Handbook. Copies of the restrictions are available from the Ethics Supervisors. Staff wishing to deal in the securities of Schroders plc must first contact the senior-ranking dealer in Schroders' London equity dealing room who will explain the applicable blackout periods, restrictions and authorizations required. US SCHRODER GROUP RESTRICTED LIST The US Schroder Group Restricted List is circulated only to those employees responsible for placing securities trades, to members of the Ethics Committee and to the Ethics Supervisors. -8- SECTION ONE: No personnel may place trades in any securities, which term includes options, warrants, debentures, futures, etc., on such securities (hereinafter referred to as a related security or financial instruments, of any company on Section One of the US Schroder Group Restricted List for any account whatsoever, including client accounts, Schroder company accounts or Personal Accounts at any time. SECTION TWO: Trades in the securities or related securities or financial instruments of any company on Section Two of the US Schroder Group Restricted List (which contains those companies that have an officer of a US Schroder Group Company on their board of directors, or where a US Schroder Group Company manages a part of their balance sheet assets, I.E., corporate cash rather than pension fund assets) may only be undertaken with the written permission of the appropriate Ethics Supervisor. No approval to trade will be given by the Ethics Supervisor: (i) for any securities of a company currently on Section One of the US Schroder Group Restricted List; (ii) for any security of a company on Section Two of the US Schroder Group Restricted List because an officer of a US Schroder Group Company serves as a director of that company unless the Ethics Supervisor (or alternate) can obtain confirmation from that company's Secretary or similar officer that its directors are not in possession of material price sensitive information with respect to its securities. Permission to trade in the securities of any company on Section Two of the US Schroder Group Restricted List because a US Schroder Group Company manages balance sheet assets for that company (as opposed to pension fund assets) will only be given if the Ethics Supervisor (or alternate) can obtain confirmation from the portfolio manager responsible for that client that no US Schroder Group Company holds any price sensitive information with respect to that company. Permission will not, in any event, be given to any personnel personally involved in the management of that client's account. -9- PERSONAL SECURITIES TRANSACTIONS POLICY SCOPE AND PURPOSE OF THE POLICY This Personal Securities Transactions Policy sets out the policies and procedures required to be followed by all personnel in connection with trades for Covered Accounts in Covered Securities (see Appendix A) in order to comply, INTER ALIA, with the US Schroder Group's Code of Ethics. It sets out additional restrictions and requirements for Level One Access Persons (as defined in Appendix A). Further, it sets out the policies and procedures required to be followed by outside directors (as defined in Appendix A) of Schroder Capital Funds, Schroder Capital Funds (Delaware) and Schroder Series Trust (collectively, the "Schroder Funds"). SIM NA LONDON, NEW YORK, SIMIL, AND SI-NEW YORK PERSONNEL The procedures applicable to personnel employed by SIM NA in London and the US, SIMIL, and to SI - New York personnel vary in detail but not in principle. ESTABLISHING AN ACCOUNT Before undertaking any transactions in Covered Securities, employees must establish an account in accordance with the requirements of their employer company. New York All US-based personnel of SIM NA and SI, unless exempted in writing by the Ethics Committee, are required to maintain their Covered Accounts at Salomon Smith Barney ("SSB") or Charles Schwab & Co. ("Schwab"). SSB and Schwab provide an electronic download of employees' trades on T+1 which are accessed daily by the Compliance Department. Additionally, both firms provide contemporaneous copies of monthly account statements and trade confirmations to the Compliance Department. Personnel on secondment from London to New York may apply for a waiver of the requirement to maintain brokerage accounts at SSB or Schwab for NON-US securities. At a minimum, such personnel must follow the procedures set forth in the "Schroder Investment Management London Group Personal Investment Dealing Rules" as described below and report their transactions in Covered Securities quarterly to the New York Ethics Supervisor. LONDON All London-based personnel are required to comply with the requirements of the "Schroder Investment Management London Group Personal Investment Dealing Rules," which are incorporated herein by reference, including placing all transactions in Covered Securities -10- through the Schroder London dealing room. London-based personnel must establish an account to deal through Schroders' London dealing room according to the procedures set out in the London Staff Handbook. Such procedures are incorporated herein by reference within this Personal Securities Transactions Policy. Upon establishing an account, London-based personnel covered by this Policy are required to make arrangements for copies of all contracts and confirmations to be sent to their Ethics Supervisor. TORONTO AND MEXICO CITY All Toronto and Mexico City based SIM NA personnel may maintain Covered Accounts at the brokerage firm of their choosing, provided that Compliance (New York) is notified. These employees are required to provide Compliance with copies of monthly/periodic account statements and trade confirmations. TRANSACTIONS ALL TRANSACTIONS FALL INTO ONE OF FOUR CATEGORIES: - - TRANSACTIONS PROHIBITED BY THE POLICY - - TRANSACTIONS EXEMPT FROM ALL PROVISIONS OF THE POLICY - - TRANSACTIONS EXEMPT FROM THE PRE-CLEARANCE REQUIREMENTS BUT SUBJECT TO THE REPORTING PROVISIONS OF THE POLICY - - TRANSACTIONS SUBJECT TO PRE-CLEARANCE AND THE REPORTING PROVISIONS PROHIBITED TRANSACTIONS All personnel are prohibited from trading for any Covered Account where the execution of any such transaction would violate the principles and procedures of the Code or Insider Trading Policy and no personnel shall request permission to trade for any Covered Account if he or she knows that such trade: (i) would result in the buying or selling of securities in competition with buy or sell orders of, or on behalf of, clients, or operate to the detriment of such clients including, without limitation, executing a securities transaction on a day during which any client, including any investment company for which a US Schroder Group company serves as investment adviser, sub-adviser or manager (a "Schroder Managed Fund"), has a pending "buy" or "sell" order in that same security until that order is executed or withdrawn; (ii) would be for the purpose of, or result in, the buying or selling of securities to take advantage of recent or imminent trades of clients; -11- (iii) would involve a security being considered for recommendation for purchase or sale on behalf of a client; (iv) would take place before a sufficient period of time has elapsed after an open-market purchase or sale of any such security, by or on behalf of any client, for the effects of such purchase or sale on the market price to dissipate; (v) would involve any security of any company currently on the US Schroder Group Restricted List or any company with respect to which such person has NON-PUBLIC information which has not been evaluated by a member of the Ethics Committee in accordance with the provisions of the Insider Trading Policy; (vi) would involve trading in options on any of the stocks held by or contemplated for client accounts; (vii) would involve a "short sale" or otherwise would expose the employee to unlimited risk of loss. DE MINIMIS EXCEPTION: Transactions involving shares in certain companies traded on US stock exchanges or the NASDAQ, will be approved regardless of whether there are outstanding client orders unless there is a large outstanding order for the purchase or sale of such securities by clients. A large order will generally occur if the US equity large cap model has been revised. Other than an adjustment in the model, outstanding orders for wrap fee or managed accounts or to re-balance institutional or private accounts, will not preclude clearance for a DE MINIMIS transaction. The exception applies to transactions involving no more than 500 shares per issuer per week in the aggregate for an employee's Covered Accounts, in securities of companies with market capitalizations of $5 billion or more. In the case of options, an employee may purchase or sell up to 5 option contracts per week to control up to 500 shares in the underlying security of such large cap company. SHORT TERM TRADING All personnel are strongly advised against short-term trading. All personnel are bound by the Schroder Group policy that no one may purchase and sell the same (or equivalent) security within seven calendar days. (Please note that all London-based personnel are bound by the 60 day holding period outlined below for Level One Access Persons.) Such personnel are, in addition, subject to tighter restrictions outlined below. The trading records of all personnel will be reviewed quarterly by their Ethics Supervisor. Any personnel that appear to have established a pattern of short term trading may be subject to additional restrictions or penalties including, but not -12- limited to, a limit or ban on future personal trading activity and a requirement to disgorge profits on short-term trades. THE SHORT TERM TRADING PROHIBITION SHALL NOT PERTAIN TO THE EXERCISE OF A CALL SOLD BY AN EMPLOYEE TO COVER A LONG POSITION. HOWEVER, ALTHOUGH AN EMPLOYEE MAY PURCHASE A PUT TO COVER A LONG POSITION, THE EXERCISE OF SUCH PUT WILL ONLY BE APPROVED IF THE UNDERLYING SECURITY WAS HELD FOR THE MINIMUM REQUIRED PERIOD (7 DAYS OR 60 DAYS, AS APPROPRIATE). THE EXERCISE OF A COVERED PUT IS SUBJECT TO THE SAME PRECLEARANCE AND REPORTING REQUIREMENTS AS THE UNDERLYING SECURITY. COVERED SECURITIES Securities, such as stocks, bonds and options, are covered by this Policy. The same limitations pertain to transactions in a security related to a Covered Security, such as an option to purchase or sell a Covered Security and any security convertible into or exchangeable for a Covered Security. NOT COVERED BY THIS POLICY ARE: - - securities which are direct obligations of the U.S. Government (I.E., Treasuries) - - any debt security directly guaranteed by any OECD member Government - - bankers' acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments(1) - - shares or units in any open-end US registered investment company (mutual fund) - - shares of any UK authorized unit trust(2) If a security is not covered by this Policy, you may purchase or sell it without obtaining pre-clearance and you do not have to report the transaction. EXEMPT FROM PRECLEARANCE The preclearance requirements do not apply to the following transactions. However, such transactions MUST BE REPORTED as set forth in the section on Reporting Requirements. - -------- (1) High quality short-term debt instruments means any instrument having a maturity at issuance of less than 366 days and which is rated in one of the highest two rating categories by a Nationally Recognized Statistical Rating Organization, or which is unrated but is of comparable quality. (2) Please note that Schroder Unit Trusts Limited does not currently accept investments by US Persons into Schroders UK authorized unit trusts. -13- 1) NON-DISCRETIONARY ACCOUNTS Transactions effected in any Covered Account over which the employee has no direct or indirect influence or control is deemed a non-discretionary account. An employee shall be deemed to have no direct or indirect influence or control over an account only if the following conditions are met: a) Investment discretion for such account has been delegated in writing to an independent fiduciary and such investment discretion is not shared with the employee or decisions for the account are made by a family member and not by the employee; b) The employee (and where applicable, the family member) certifies in writing that he/she has not and will not discuss any potential investment decisions with such independent fiduciary or family member; and c) The Ethics Committee approves such arrangements. 2) NON-VOLITIONAL TRADES Transactions which are non-volitional on the part of the employee (I.E., the receipt of securities pursuant to a stock dividend or merger). However the volitional sale of securities acquired in a non-volitional manner is treated as any other securities trade and subject to the preclearance requirements. 3) AUTOMATIC TRANSACTIONS AND DIVIDEND REINVESTMENT PLANS Purchases of the stock of a company pursuant to an automatic dividend reinvestment plan, AUTOMATIC direct stock purchase plan, dividend reinvestment plan or an employee stock purchase plan sponsored by such company. Such deductions that take place on an automatic, regular (I.E., weekly, monthly, quarterly) basis from either a paycheck or account (I.E., bank account, money market account) need not be pre-cleared. However the volitional sale of such securities is treated as any other securities trade and subject to the preclearance requirements. In addition, if an employee mails in a payment to purchase securities directly from the issuer, that purchase must be pre-cleared on the day the payment is mailed in to the issuer (see the following section). 4) RIGHTS OFFERINGS Receipt or exercise of rights issued by a company on a PRO RATA basis to all holders of a class of security and the sale of such rights. Employees must, however, pre-clear transactions for the acquisition of such rights from a third-party or the disposition of such rights. -14- TRADING PRECLEARANCE Before each transaction in a Covered Secuirty, all personnel must complete a "Personal Securities Transaction - Request to Trade" form (see Appendix C). U.S. Securities Personnel wishing to trade in US securities must have the form signed by the senior fund manager present (in New York or London and corresponding to the director's, officer's or employee's location) responsible for supervising client investments in large capitalization US equities, small capitalization US equities, investment grade fixed income securities or high yield securities, as appropriate, to the effect that no client trades are presently contemplated in that security. Boston-based personnel wishing to trade in small capitalization US equities should obtain certification from the senior fund manager in Boston; all other personnel wishing to trade in small capitalization US equities should obtain certification from the senior New York or London-based (as applicable) small company fund manager. IF YOU WISH TO PURCHASE AN INITIAL PUBLIC OFFERING(3) OR SECURITIES IN A PRIVATE PLACEMENT(4) YOU MUST OBTAIN PERMISSION FROM THE CHIEF COMPLIANCE OFFICER. Any employee who has been authorized to acquire securities in a Private Place is required to disclose that investment in any subsequent consideration of a client's investment in securities of the issuer. In such circumstances, the decision to purchase securities of the issuer for a client shall be subject to an independent review by personnel with no personal interest in the matter. Non U.S. Securities Personnel wishing to trade in non-US equity securities must obtain certification, by fax if necessary, from the senior London-based SIM NA or SIMIL fund manager responsible for supervising client investments in the country where such securities are primarily traded. Country funds and ADRs are treated as non-US securities and certification must therefore be obtained from the senior London based SIM NA or SIMIL fund manager responsible for the relevant country. - -------- (3) An IPO is an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to reporting requirements under the federal securities laws. (4) A private placement is an offering of securities that are not registered under the Securities Act because the offering qualified for an exemption from the registration provisions. -15- APPROVAL OF TRADING Final responsibility for approving all trades, other than those placed through Schroders' London dealing room, rests with the Ethics Supervisor, or in his/her absence with any member of the Ethics Committee. London-based personnel must send the signed Request to Trade form to their Ethics Supervisor at the same time that the required dealing ticket is submitted to the senior-ranking dealer in Schroders' London dealing room. Members of the Ethics Committee, including the Ethics Supervisor, shall have their own personal trades, other than those placed through Schroders' London dealing room, approved by another member of the Ethics Committee. If an employee receives permission to trade a security or instrument, the trade must be executed AFTER such permission is granted and, for US-based personnel BEFORE the end of the next business day after permission has been received. Trades for London-based personnel must be executed within 24 hours after permission is granted. If the trade is not executed within the appropriate time frame and the person still wishes to effect the transaction, pre-clearance must again be obtained - this would be the case for limit orders fand orders such as good-till-canceled as well. (For Personal Equity Plans and similar vehicles which are subject to a mandatory cooling-off period, trade date shall be deemed to be the date on which the application is submitted rather than the date on which the cooling-off period expires and not the date the trade is executed.) If an employee fails to preclear a transaction in a Covered Security, he/she may be monetarily penalized, by a fine and/or disgorgement of profits or avoidance of loss. These types of violations will result in reprimands and could also negatively affect the person's employment at Schroders. All preclearance violations will be forwarded to the Ethics Committee to determine sanctions. In cases where approval is not granted for any Covered Account transactions in a security, Schroders will provide no compensation for any consequential losses in a Covered Account. ADDITIONAL RESTRICTIONS AND REQUIREMENTS FOR LEVEL ONE ACCESS PERSONS The following additional restrictions and requirements apply to LEVEL ONE ACCESS PERSONS, namely all US Schroder Group fund managers, investment analysts, traders and those persons who, in connection with their regular functions or duties, obtain: (i) information regarding the purchase or sale of a security on behalf of a client or (ii) information as to specific securities under consideration for purchase or sale on behalf of clients. These additional restrictions are designed to prevent any conflict or the appearance of any conflict -16- of interest between trading for their Covered Accounts and securities transactions initiated or recommended by them for clients: i) Level One Access Persons are prohibited from buying or selling a security within seven calendar days before and after any client trades in that security. Any profits realized on transactions within the proscribed periods (based on the difference in the price per share between that paid or received, as appropriate, by the client and that paid or received by such Access Person) will be required to be disgorged to the appropriate client or, if that is not possible, to a charitable organization designated by the Ethics Committee. ii) Level One Access Persons are prohibited from profiting in the purchase and sale of the same (or equivalent) securities within 60 calendar days. This 60 day restriction is in lieu of the general seven day restriction on short-term trading described above. Any profits realized on any such short-term trades will be required to be disgorged to a charitable organization designated by the Ethics Committee. iii) Level One Access Persons are required to disclose, on commencement of employment and subsequently in an annual filing to their Ethics Supervisor, all their personal securities holdings. REPORTING REQUIREMENTS All personnel are required to report his/her transactions in Covered Securities holdings in Covered Accounts, as follows. REPORTS OF EACH TRANSACTION IN A COVERED SECURITY - - Personnel are required to report to Compliance, no later than at the opening of business on the business day following the day of execution of a trade for a Personal Account, including: name of security nature of transaction (purchase, sale, etc.) number of shares/units or principal amount price of transaction date of trade name of broker SSB and Schwab provide the New York Compliance Department with a daily report of the above information with respect to any personal securities transactions executed by New York-based personnel. Any personnel seconded from London to New York who are granted a waiver from the requirement to maintain personal accounts at SSB or Schwab shall, within ten days after the -17- end of each calendar quarter, provide the New York Ethics Supervisor with copies of all pre-clearance forms and contract notes for transactions executed through the London dealing desk. The reporting obligation of London-based personnel shall be discharged by arranging in advance for copies of contract notes/confirmations for all their transactions to be sent automatically to Compliance upon completion of a trade. INITIAL EMPLOYMENT - - No later than 10 days after initial employment with a US Schroder Group Company, each employee must provide Compliance (New York or London, as appropriate) with a list of each Covered Security s/he owns (as defined above). The information provided must include the title of the security, number of shares owned, and principal amount, as well as a of list of all Covered Accounts where Covered Securities are held. The employee will sign and date the report. QUARTERLY REPORTS - - No later than 10 days after the end of each calendar quarter, each employee will provide Compliance (New York or London, as appropriate) with a report of all transactions in Covered Securities in the quarter, including the name of the Covered Security, the number of shares and principal amount, whether it was a buy or sell, the price and the name of the broker through whom effected. The employee will also report any new Covered Accounts established during the quarter, including the name of the broker/dealer and the date the Covered Account was established. The report will be signed and dated by the employee. ANNUAL REPORTS - - Within 30 days after the end of the calendar, each employee must report all his/her holdings in Covered Securities as at December 31, including the title, number of shares and principal amount of each Covered Security the employee owns (as defined above) and the names of all Covered Accounts. The employee will sign and date the report. EXCEPTIONS: - - AN EMPLOYEE NEED NOT REPORT ANY TRANSACTIONS IN COVERED SECURITIES OR ANY COVERED ACCOUNTS IN WHICH S/HE HAS NO DIRECT OR INDIRECT INFLUENCE OR CONTROL. - - A DIRECTOR OF A SCHRODER FUND WHO IS NOT AN "INTERESTED PERSON"(5) IS NOT REQUIRED TO MAKE INITIAL, QUARTERLY OR ANNUAL REPORTS PROVIDED THAT S/HE DID NOT KNOW, NOR IN THE ORDINARY COURSE OF FULFILLING HIS/HER DUTIES AS A DIRECTOR, S/HE SHOULD NOT HAVE KNOWN, THAT DURING - --------- (5) As defined in Section 2(a)(19) of the Investment Company Act. -18- THE 15 DAY PERIOD IMMEDIATELY BEFORE OR AFTER HIS/HER TRANSACTION IN A COVERED SECURITY, THE FUND PURCHASED OR SOLD THE COVERED SECURITY OR THAT THE COVERED SECURITY WAS CONSIDERED FOR PURCHASE OR SALE BY THE FUND. THE INFORMATION ON PERSONAL SECURITIES TRANSACTIONS RECEIVED AND RECORDED BY SIM NA AND SIMIL (ON BEHALF OF THEIR EMPLOYEES) WILL BE DEEMED TO SATISFY THE REPORTING OBLIGATIONS CONTAINED IN RULE 204-2(A)(12) UNDER THE ADVISERS ACT AND RULE 17J-1 UNDER THE INVESTMENT COMPANY ACT. SUCH REPORTS MAY, WHERE APPROPRIATE, CONTAIN A STATEMENT TO THE EFFECT THAT THE REPORTING OF THE TRANSACTION IS NOT TO BE CONSTRUED AS AN ADMISSION THAT THE PERSON HAS ANY DIRECT OR INDIRECT BENEFICIAL INTEREST OR OWNERSHIP IN THE SECURITY. Reports by the Ethics Supervisors On a quarterly basis, the appropriate Ethics Supervisors, in order to assist them in fulfilling their regulatory obligations, will report to the Boards of Trustees of the Schroder Funds or the Schroder-managed Funds, as appropriate, and the Supervisory Principal of SFA, any violations of this Code and the actions, if any, taken by the Ethics Committee. Adopted: October 1, 1995 Amended: May 15, 1996 May 1, 1997 June 12, 1998 June 2, 1999 March 14, 2000 -19- APPENDIX A DEFINITIONS "ETHICS SUPERVISOR" means the persons designated from time to time by the Ethics Committee to administer the Code, who currently are: - ------------------------------------------------------------------------------ Barbara Brooke Schroders U.S. Holdings Inc. Manning for: Schroder Investment Management North America Inc. (alts:) Evett Lawrence (New York and Mexico City) Brian Murphy Schroder Investment Management North America Ltd. (Toronto only) - ------------------------------------------------------------------------------ Barbara Brooke Schroder Fund Advisors Inc. Manning for: Schroder Capital Funds (alt: Sandra Poe) Schroder Investment Management North America Inc. (New York) Schroder Capital Funds (Delaware) Schroder Series Trust - ------------------------------------------------------------------------------ Paul Martin for: Schroder Investment Management North America Inc. (London) Schroder Investment Management North America Limited (London) Schroder Investment Management International Limited - ------------------------------------------------------------------------------ "ETHICS COMMITTEE" means the committee designated by the US Schroder Group Companies from time to time, which currently comprises: Jeremy Willoughby (Chairman) Richard Foulkes Barbara Brooke Manning Richard Mountford Andrew Smethurst Mark Smith "ACCESS PERSON" will be divided into two categories: Level One Access Person means any director, officer or employee who is an Advisory Person (as defined herein) of SIM NA, SFA, SI and the Schroder Funds. All other directors and officers are Level Two Access Persons. "ADVISORY PERSON" is any employee who, in connection with his/her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a security on behalf of any advisory client or information regarding securities under consideration for purchase or sale on behalf of clients or whose functions relate to the making of any recommendations with respect to such purchases or sales. -20- A SECURITY IS "BEING CONSIDERED FOR PURCHASE OR SALE" when a recommendation to purchase or sell a security has been made or communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation. "COVERED ACCOUNT" is an account in which securities are owned by you. This includes IRA accounts. Under the Policy, accounts held by your spouse (including his/her IRA accounts), minor children and other members of your immediate family (children, stepchildren, grandchildren, parents, step parents, grandparents, siblings, in-laws and adoptive relationships) who share your household are also considered your accounts. In addition, accounts maintained by your domestic partner (an unrelated adult with whom you share your home and contribute to each other's support) are considered your accounts under this Policy. If you are in any doubt as to whether an account falls within this definition of Covered Account, please see Compliance. Further, if you believe that there is a reason that you are unable to comply with the Policy, for example, your spouse works for another regulated firm, you make seek a waiver from Compliance. "COVERED SECURITIES" generally means stocks, bonds and options. The same limitations pertain to transactions in a security related to a Covered Security, such as an option to purchase or sell a Covered Security and any security convertible into or exchangeable for a Covered Security. NOT COVERED BY THIS POLICY ARE: - - securities which are direct obligations of the U.S. Government (I.E., Treasuries) - - any debt security directly guaranteed by any OECD member Government - - bankers' acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments(6) - - shares or units in any open-end US registered investment company (mutual fund) - - shares of any UK authorized unit trust(7) "DISINTERESTED DIRECTOR/TRUSTEE" means a Director or Trustee of the any of the Schroder Funds who is not an "interested person" of the Funds within the meaning of Section 2(a)(19) of the Investment Company Act or the rules thereunder. - -------- (6) High quality short-term debt instruments means any instrument having a maturity at issuance of less than 366 days and which is rated in one of the highest two rating categories by a Nationally Recognized Statistical Rating Organization, or which is unrated but is of comparable quality. (7) Please note that Schroder Unit Trusts Limited does not currently accept investments by US Persons into Schroders UK authorized unit trusts. -21- "US SCHRODER GROUP RESTRICTED LIST" means a list of securities determined from time to time by the Ethics Committee, in accordance with provisions of the Insider Trading Policy, to be inappropriate for trading by personnel covered by this Code and, in certain circumstances, by any client portfolio of any US Schroder Group Company. -22- -----END PRIVACY-ENHANCED MESSAGE-----