485BPOS

As filed with the Securities and Exchange Commission on January 25, 2008

  File No. 033-22821
  File No. 811-05601

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

  REGISTRATION STATEMENT UNDER THE
  SECURITIES ACT OF 1933  o

  POST-EFFECTIVE AMENDMENT NO. 44  x

  and

  REGISTRATION STATEMENT UNDER THE
  INVESTMENT COMPANY ACT OF 1940  o

  AMENDMENT NO. 45  x

SEI INSTITUTIONAL INTERNATIONAL TRUST
(Formerly, "SEI International Trust")
(Exact Name of Registrant as Specified in Charter)

c/o CT Corporation
101 Federal Street
Boston, Massachusetts 02110
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (800) 342-5734

Robert A. Nesher
c/o SEI Investments Company
Oaks, Pennsylvania 19456
(Name and Address of Agent for Service)

Copies to:

Richard W. Grant, Esquire
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103

Title of Securities Being Registered. . .Units of Beneficial Interest

It is proposed that this filing become effective (check appropriate box)

o  Immediately upon filing pursuant to paragraph (b)
  x  On January 31, 2008 pursuant to paragraph (b)
  o  60 days after filing pursuant to paragraph (a)(1) of Rule 485
  o  On [date] pursuant to paragraph (a)(1) of Rule 485
  o  75 days after filing pursuant to paragrap h (a)(2)
  o  On [date] pursuant to paragraph (a)(2)

  If appropriate, check the following box:

o  This post-effective Amendment designates a new effective
date for a previously filed Post-Effective Amendment.

SEI / PROSPECTUS

SEI INSTITUTIONAL INTERNATIONAL TRUST

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 A Shares of the International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Funds 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 that is common to each of the Funds. For more detailed information about the Funds, please see:

International Equity Fund	3
Emerging Markets Equity Fund	9
International Fixed Income Fund	13
Emerging Markets Debt Fund	18
More Information About Fund Investments	22
Investment Adviser and Sub-Advisers	22
Purchasing and Selling Fund Shares	30
Disclosure of Portfolio Holdings Information	36
Dividends, Distributions and Taxes	37
Financial Highlights	38
How to Obtain More Information About SEI Institutional International Trust	Back Cover

SEI / PROSPECTUS

Global Asset Allocation

Each Fund has its own distinct risk and reward characteristics, investment objective, policies and strategies. In addition to managing the Funds, SEI Investments Management Corporation (SIMC or the Adviser) constructs and maintains global asset allocation strategies for certain clients, and these 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 the Funds varies, as does the investment risk/return potential represented by each Fund. The Funds, especially the Emerging Markets Equity and Emerging Markets Debt Funds, 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 a global asset allocation strategy may reduce the strategy's overall level of volatility. As a result, a global asset allocation strategy may reduce risk.

In managing the Funds, SIMC focuses on four key principles: asset allocation, portfolio structure, the use of managers, and continuous portfolio management. Asset allocation across appropriate asset classes (represented by the Funds) is the central theme of SIMC's investment philosophy. SIMC seeks to reduce risk further by creating a portfolio that focuses on a specific asset class. SIMC then oversees a network of managers who invest the assets of these Funds in distinct segments of the market or class represented by each Fund. These 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 managers for these Funds to ensure that they do not deviate fr om their stated investment philosophy or process.

Risk/Return Information Common to the Funds

Each Fund is a mutual fund. A mutual fund pools shareholders' money and, using professional investment managers, invests it in securities.

Each Fund has its own investment goal and strategies for reaching that goal. Each Fund's assets are managed under the direction of SIMC and one or more sub-advisers (each, a Sub-Adviser and, together, the Sub-Advisers) who manage portions of the Funds' assets in a way that they believe will help the Funds achieve their goals. SIMC acts as "manager of managers" for the Funds, and attempts to ensure that the Sub-Advisers comply with the Funds' investment policies and guidelines. SIMC also recommends the appointment of additional or replacement Sub-Advisers to the Funds' Board of Trustees. Still, investing in the Funds involves risk, and there is no guarantee that a Fund will achieve its goal. SIMC and the Sub-Advisers make judgments about the securities markets, the economy and companies, but these judgments may not anticipate actual market movements or the impact of economic conditions on company performance. In fact, no matter h ow good a job SIMC and the Sub-Advisers do, you could lose money on your investment in a 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 other government agency.

The value of your investment in a 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 and other issuers. These price movements, sometimes called volatility, may be greater or lesser depending on the types of securities a Fund owns and the markets in which those securities trade. The estimated level of volatility for each Fund is set forth in the

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Fund Summaries that follow. The effect on a Fund's share price of a change in the value of a single security will depend on how widely the Fund diversifies its holdings.

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.

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INTERNATIONAL EQUITY FUND

Fund Summary

Investment Goal:  Long-term capital appreciation

Share Price Volatility:  Medium to high

Principal Investment Strategy:  Utilizing multiple sub-advisers, the Fund invests in equity securities of foreign companies

Investment Strategy

Under normal circumstances, the International Equity Fund will invest at least 80% of its net assets in equity securities. The Fund will invest primarily in common stocks and other equity securities of issuers of all capitalization ranges that are located in at least three countries other than the United States. It is expected that at least 40% of the Fund's assets will be invested outside the U.S. The Fund will invest primarily in companies located in developed countries outside of the U.S., but may also invest in companies located in emerging markets. Generally, the Fund will invest less than 20% of its assets 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. Certain Sub-Advisers will seek to achieve returns in excess of an international equity benchmark, the Morgan Stanley Capital International (MSCI) EAFE Index. This allocation among investment strategies aims to diversify the sources from which certain Sub-Advisers seek to achieve excess returns (i.e., returns in excess of a benchmark index or "alpha"). While the Fund is expected to have an absolute return and risk profile similar to the international equity benchmark, returns may be derived in part from investing significant portions of the Fund in securities other than international equity securities, including equity derivatives, foreign currency forwards and short-term fixed income securities.

Certain Sub-Advisers use portfolio strategies that are designed to correlate with a portfolio of international equity securities, but which are composed of derivative instruments backed by other types of securities, including, but not limited to, underlying equity or equivalent securities that can be used as collateral. These portfolio strategies are included in the Fund's principal investment strategy described above. The Sub-Advisers purchase derivatives, generally using only a fraction of the assets that would be needed to purchase the equity securities directly, so that the remainder of the assets in a portfolio may be invested in other types of securities. Therefore, a Sub-Adviser would seek to outperform an international equity benchmark by purchasing derivatives correlated to a broad international equity index, and investing the remaining assets in other types of securities to add excess return. This portion of the Fund's assets may be invested in a wide range of asset classes other than international equities. Pursuant to a derivatives strategy, the Fund may invest in foreign corporate and government fixed income securities of different types and maturities, including mortgage-backed or other asset-backed securities, securities rated below investment grade (junk bonds), and repurchase or reverse repurchase agreements. In managing the Fund's currency exposure for foreign securities, the Sub-Advisers may buy and sell currencies for hedging or for speculative purposes. The amount of the Fund's portfolio that may be allocated to derivative strategies is expected to vary over time.

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The Sub-Advisers seek to enhance the Fund's return by actively managing the Fund's foreign currency exposure. Less than 10% of the Fund's notional market value will be used to actively manage the Fund's foreign currency exposure. In managing the Fund's currency exposure, the Sub-Advisers buy and sell currencies (i.e., take long or short positions) using futures, foreign currency forward contracts and other derivatives. The Fund may take long and short positions in foreign currencies in excess of the value of the Fund's assets denominated in a particular currency or when the Fund does not own assets denominated in that currency. The Fund may also engage in currency transactions in an attempt to take advantage of certain inefficiencies in the currency exchange market, to increase th eir exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another.

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.

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 the 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.

Emerging market countries are countries that the World Bank or the United Nations considers to be emerging or developing. Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and unreliable securities valuation. It is sometimes difficult to obtain and enforce court judgments in such countries and there is often a greater potential for nationalization and/or expropriation of assets by the government of an emerging market country. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the Fund's investments in emerging market countries, which may be magnif ied by currency fluctuations relative to the U.S. dollar.

Derivatives are instruments that derive their value from an underlying security, financial asset or an index. Examples of derivative instruments include futures contracts, options, forward contracts and swaps. The primary risk of derivative instruments is that changes in the market value of securities held by the Fund, and of the derivative instruments relating to those securities, may not be proportionate. There may not be a liquid market for the Fund to sell a derivative instrument, which could result in

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difficulty closing the position, and certain derivative instruments can magnify the extent of losses incurred due to changes in market value of the securities to which they relate. In addition, some derivative instruments are subject to counterparty risk. If the counterparty defaults on its payment obligations to the Fund, the default will cause the value of your investment in the Fund to decrease.

For derivative strategies, the assets backing the derivatives will generally be entirely different from the Fund's primary investments (i.e., equity securities and derivatives based on the Fund's benchmark index). For example, the Sub-Advisers may use various fixed income securities, including high yield (junk bond) and foreign fixed income securities, currencies, derivatives and other equity securities in order to seek to enhance the Fund's returns over the returns of the Fund's benchmark. These strategies expose the Fund to the risk that its portfolio of derivatives may not properly track the performance of the Fund's benchmark index. They also expose the Fund to the risks of investing in asset classes that are different from the benchmark index (i.e., international equity secur ities), and the Fund would underperform its benchmark index to the extent that the Fund's investments in other asset classes decline in value.

The prices of the Fund's fixed income securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers, including governments and their agencies. Generally, the Fund's fixed income securities will decrease in value if interest rates rise and vice versa, and the volatility of lower-rated securities is even greater than that of higher-rated securities. Also, longer-term securities are generally more volatile, so the duration or interest rate sensitivity of these securities affects risk. Corporate fixed income securities are fixed income securities issued by public and private businesses. Corporate fixed income securities respond to economic developments, especially changes in interest rates, as well as perceptions of the creditworthiness and business prospects of individual issuers. Corporate fixed income securities are subject to the risk t hat the issuer may not be able to pay interest or, ultimately, to repay principal upon maturity. Interruptions or delays of these payments could adversely affect the market value of the security. In addition, due to lack of uniformly available information about issuers or differences in the issuers' sensitivity to changing economic conditions, it may be difficult to measure the credit risk of corporate securities.

Junk bonds involve greater risks of default or downgrade and are more volatile than investment grade securities. Junk bonds involve greater risk of price declines than investment grade securities due to actual or perceived changes in an issuer's creditworthiness. In addition, issuers of junk bonds may be more susceptible than other issuers to economic downturns. Junk bonds are subject to the risk that the issuer may not be able to pay interest or dividends and ultimately to repay principal upon maturity. Discontinuation of these payments could substantially adversely affect the market value of the security. The volatility of junk bonds, particularly those issued by foreign governments, is even greater since the prospects for repayment of principal and interest of many of these securities is speculative. Some may even be in default. As an incentive to invest in these risky securities, they tend to offer higher returns.

The Fund may purchase shares of exchange-traded funds (ETFs) to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities directly. ETFs are investment companies whose shares are bought and sold on a securities exchange. ETFs invest in a portfolio of securities designed to track a particular market segment or index. ETFs, like mutual funds, have expenses associated with their operation, including advisory fees. When the Fund invests in an ETF, in addition to directly bearing expenses associated with its own operations, it will bear a pro rata portion of

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the ETF's expenses. The risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, although lack of liquidity in an ETF could result in its value being more volatile than the underlying portfolio of securities. In addition, because of ETF expenses, compared to owning the underlying securities directly, it may be more costly to own an ETF.

The Fund takes active positions in currencies, which involves different techniques and risk analyses than the Fund's purchase of equity securities. Currency exchange rates may fluctuate in response to factors extrinsic to that country's economy, which makes the forecasting of currency market movements extremely difficult. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. These can result in losses to the Fund if it is unable to deliver or receive currency or funds in settlement of obligations and could also cause hedges it has entered into to be rendered useless, resulting i n full currency exposure as well as incurring transaction costs.

Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and additional capital gains tax liabilities.

The Fund is also subject to the risk that developed international equity securities may underperform other segments of the equity markets or the equity markets as a whole.

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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. The performance information shown is based on full calendar years.

Best Quarter: 20.88% (12/31/99)

Worst Quarter: -20.44% (09/30/02)

  

This table compares the Fund's average annual total returns for Class A Shares for the periods ended December 31, 2007 to those of the Morgan Stanley Capital International (MSCI) EAFE Index.

International Equity Fund — Class A Shares	1 Year			5 Years			10 Years			Since Inception*
Return Before Taxes		6.96	%		19.23	%		7.82	%		6.13	%
Return After Taxes on Distributions**		3.37	%		17.82	%		6.91	%		4.98	%
Return After Taxes on Distributions and Sale of Fund Shares**		6.04	%		16.47	%		6.52	%		4.80	%
MSCI EAFE Index Return (reflects no deduction for fees, expenses or taxes)***		11.17	%		21.59	%		8.66	%		6.23	%

* The inception date for the Fund's Class A Shares is December 20, 1989. Index returns shown from December 31, 1989.

** After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

*** 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 MSCI EAFE Index is a widely-recognized, capitalization-weighted (companies with larger market capitalizations have more influence than those with smaller capitalizations) index of 1,010 securities listed on the stock exchanges of developed market countries in Europe, Australasia and the Far East.

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Fund Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold Fund shares.

ANNUAL FUND OPERATING EXPENSES

(Expenses deducted from Fund assets)	Class A Shares
Investment Advisory Fees		0.51	%
Distribution (12b-1) Fees		None
Other Expenses		0.82	%
Acquired Fund Fees and Expenses		0.00	%*
Total Annual Fund Operating Expenses		1.33	%**

* Represents less than one basis point. Acquired Fund Fees and Expenses (AFFE) reflect the estimated amount of the fees and expenses that will be incurred indirectly by the Fund through its investments in underlying funds during the current fiscal year.

** In the future, if the Fund's "Total Annual Fund Operating Expenses" increase, the Adviser may waive a portion of the fees in order to keep total operating expenses (exclusive of interest from borrowings, brokerage commissions, taxes and extraordinary expenses not incurred in the ordinary course of the Fund's business) at a specified level. The Adviser may discontinue all or part of these waivers at any time.

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, Fund operating expenses remain the same, and you reinvest all dividends and distributions. For purposes of calculating the Example, the Fund's fees are equal to the "Total Annual Fund Operating Expenses" figure in the table above. 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		5 Years		10 Years
International Equity Fund — Class A Shares	$	135	$	421	$	729	$	1,601

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EMERGING MARKETS EQUITY FUND

Fund Summary

Investment Goal:  Capital appreciation

Share Price Volatility:  Very high

Principal Investment Strategy:  Utilizing multiple sub-advisers, the Fund invests in equity securities of emerging market companies

Investment Strategy

Under normal circumstances, the Emerging Markets Equity Fund will invest at least 80% of its net assets in equity securities of emerging market issuers. The Fund will invest primarily in common stocks and other equity securities of foreign companies located in emerging market countries. The Fund normally 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 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.

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.

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 U.S. dollar may affect (positively or negatively) the value of the 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.

Emerging market countries are countries that the World Bank or the United Nations considers to be emerging or developing. Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and unreliable securities valuation. It is sometimes difficult to obtain and enforce court judgments in such countries and there is often a greater potential for nationalization and/or expropriation of assets by the government of an

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emerging market country. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the Fund's investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar.

The Fund may purchase shares of ETFs to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities directly. ETFs are investment companies whose shares are bought and sold on a securities exchange. ETFs invest in a portfolio of securities designed to track a particular market segment or index. ETFs, like mutual funds, have expenses associated with their operation, including advisory fees. When the Fund invests in an ETF, in addition to directly bearing expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses. The risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, although lack of liquidity in an ETF could result in its value being more volatile than the underlying portfolio of securities. In addition, because of ETF expenses, compared to owning the underlying securiti es directly, it may be more costly to own an ETF.

Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and additional capital gains tax liabilities.

The Fund is also subject to the risk that emerging market equity securities may underperform other segments of the equity markets or the equity markets as a whole.

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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. The performance information shown is based on full calendar years.

Best Quarter: 31.28% (12/31/99)

Worst Quarter: -27.41% (09/30/98)

  

This table compares the Fund's average annual total returns for Class A Shares for the periods ended December 31, 2007 to those of the Morgan Stanley Capital International (MSCI) Emerging Markets Index.

Emerging Markets Equity Fund — Class A Shares	1 Year			5 Years			10 Years			Since Inception*
Return Before Taxes		30.04	%		32.13	%		10.62	%		8.48	%
Return After Taxes on Distributions**		24.68	%		30.07	%		9.78	%		7.82	%
Return After Taxes on Distributions and Sale of Fund Shares**		23.63	%		28.43	%		9.30	%		7.44	%
MSCI Emerging Markets Index Return (reflects no deduction for fees, expenses or taxes)***		39.79	%		37.46	%		14.53	%		11.03	%

* The inception date for the Fund's Class A Shares is January 17, 1995. Index returns are shown from January 31, 1995.

** After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

*** 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 MSCI Emerging Markets Index is a widely-recognized, capitalization-weighted (companies with larger market capitalizations have more influence than those with smaller capitalizations) index of over 800 stocks from approximately 17 emerging market countries.

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Fund Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold Fund shares.

ANNUAL FUND OPERATING EXPENSES

(Expenses deducted from Fund assets)	Class A Shares
Investment Advisory Fees		1.05	%
Distribution (12b-1) Fees		None
Other Expenses		1.00	%
Acquired Fund Fees and Expenses		0.00	%*
Total Annual Fund Operating Expenses		2.05	%**

* Represents less than one basis point. Acquired Fund Fees and Expenses (AFFE) reflect the estimated amount of the fees and expenses that will be incurred indirectly by the Fund through its investments in underlying funds during the current fiscal year.

** The Fund's actual total annual fund operating expenses for the most recent fiscal year were less than the amount shown above because the Adviser waived a portion of the fees in order to keep total operating expenses (exclusive of interest from borrowings, brokerage commissions, taxes and extraordinary expenses not incurred in the ordinary course of the Fund's business) at a specified level. The Adviser's voluntary waiver is limited to the Fund's direct operating expenses and, therefore, does not apply to indirect expenses incurred by the Fund, such as AFFE. The Adviser may discontinue all or part of this waiver at any time. With this fee waiver, the Fund's actual total operating expenses were as follows:

Emerging Markets Equity Fund — Class A Shares 1.97 %

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, Fund operating expenses remain the same, and you reinvest all dividends and distributions. For purposes of calculating the Example, the Fund's fees are equal to the "Total Annual Fund Operating Expenses" figure in the table above. 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		5 Years		10 Years
Emerging Markets Equity Fund — Class A Shares	$	208	$	643	$	1,103	$	2,379

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INTERNATIONAL FIXED INCOME FUND

Fund Summary

Investment Goal:  Capital appreciation and current income

Share Price Volatility:  High

Principal Investment Strategy:  Utilizing multiple sub-advisers, the Fund invests in investment grade fixed income securities of foreign government and corporate issuers

Investment Strategy

Under normal circumstances, the International Fixed Income Fund will invest at least 80% of its net assets in fixed income securities. The Fund will invest primarily in investment grade foreign government and corporate fixed income securities, as well as foreign mortgage-backed and/or asset-backed fixed income securities, of issuers located in at least three countries other than the United States. It is expected that at least 40% of the Fund's assets will be invested in non-U.S. securities. 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. In selecting investments for the Fund, the Sub-Advisers choose investment grade securities issued by corporations and governments located in various developed foreign countries, looking for opportunities to achieve capital appreciation and gain, a s well as current income. There are no restrictions on the Fund's average portfolio maturity, or on the maturity of any specific security.

The Sub-Advisers seek to enhance the Fund's return by actively managing the Fund's foreign currency exposure. In managing the Fund's currency exposure, the Sub-Advisers buy and sell currencies (i.e., take long or short positions) using futures, foreign currency forward contracts and other derivatives. The Fund may take long and short positions in foreign currencies in excess of the value of the Fund's assets denominated in a particular currency or when the Fund does not own assets denominated in that currency. The Fund may also engage in currency transactions in an attempt to take advantage of certain inefficiencies in the currency exchange market, to increase their exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another. I n managing the Fund's currency exposure for foreign securities, the Sub-Advisers may buy and sell currencies for hedging or for speculative purposes.

In general, the Fund will purchase bonds with a rating of CCC or above.

The Fund will also invest in securities rated below investment grade (junk bonds). The Fund also invests a portion of its assets in bank loans, which are, generally, non-investment grade floating rate instruments. The Fund may invest in bank loans in the form of participations in the loans (participations) and assignments of all or a portion of the loans from third parties (assignments).

What are the Risks of Investing in the Fund?

The prices of the Fund's fixed income securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers, including governments and their agencies. Generally, the Fund's fixed income securities will decrease in

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value if interest rates rise and vice versa, and the volatility of lower-rated securities is even greater than that of higher-rated securities. Also, longer-term securities are generally more volatile, so the average maturity or duration of these securities affects risk. In the case of foreign securities, price 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.

Junk bonds involve greater risks of default or downgrade, and involve greater risk of price declines than investment grade securities due to actual or perceived changes in an issuer's creditworthiness. In addition, issuers of junk bonds may be more susceptible than other issuers to economic downturns. Junk bonds are subject to the risk that the issuer may not be able to pay interest or dividends and ultimately to repay principal upon maturity. Discontinuation of these payments could substantially adversely affect the market value of the security. The volatility of junk bonds, particularly those issued by foreign governments, is even greater since the prospects for repayment of principal and interest of many of these securities is speculative. Some may even be in default. As an incentive to invest in these risky securities, they tend to offer higher returns.

The Fund is non-diversified, which means that it may invest in the securities of relatively few issuers. As a result, the Fund may be more susceptible to a single adverse economic or political occurrence affecting one or more of these issuers, and may experience increased volatility due to its investments in those securities.

The Fund may purchase shares of ETFs to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities directly. ETFs are investment companies whose shares are bought and sold on a securities exchange. ETFs invest in a portfolio of securities designed to track a particular market segment or index. ETFs, like mutual funds, have expenses associated with their operation, including advisory fees. When the Fund invests in an ETF, in addition to directly bearing expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses. The risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, although lack of liquidity in an ETF could result in its value being more volatile than the underlying portfolio of securities. In addition, because of ETF expenses, compared to owning the underlying securiti es directly, it may be more costly to own an ETF.

Derivatives are instruments that derive their value from an underlying security, currency, financial asset or an index. Examples of derivative instruments include futures contracts, options, forward contracts and swaps. The primary risk of derivative instruments is that changes in the market value of currencies and other instruments held by the Fund, and of the derivative instruments relating to those currencies and other instruments, may not be proportionate. There may not be a liquid market for the Fund to sell a derivative instrument, which could result in difficulty closing the position, and certain derivative instruments can magnify the extent of losses incurred due to changes in market value of the underlying instruments to which they relate. In addition, some derivative instruments are subject to counterparty risk. If the counterparty defaults on its payment obligations to the Fund, the default will cause the value of you r investment in the Fund to decrease.

The Fund takes active positions in currencies, which involves different techniques and risk analyses than the Fund's purchase of equity securities. Currency exchange rates may fluctuate in response to factors extrinsic to that country's economy, which makes the forecasting of currency market movements extremely difficult. Currency rates in foreign countries may fluctuate significantly over short periods of

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time for a number of reasons, including changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. These can result in losses to the Fund if it is unable to deliver or receive currency or funds in settlement of obligations and could also cause hedges it has entered into to be rendered useless, resulting in full currency exposure as well as incurring transaction costs.

Bank loans are fixed and floating rate loans arranged through private negotiations between a company or a non-U.S. government and one or more financial institutions (lenders). In connection with purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower, and the Fund may not benefit directly from any collateral supporting the loan in which it has purchased the participation. As a result, the Fund will assume the credit risk of both the borrower and the lender that is selling the participation. When the Fund purchases "assignments" from lenders, the Fund will acquire direct rights against the borrower on the loan. The Fund may have difficulty disposing of bank loans because, in certain cases, the market for such instruments is not highly liquid. The lack of a highly liquid secondary market may have an adverse impact on the value of such instruments and on the Fund's ability to dispose of the bank loan in response to a specific economic event, such as deterioration in the creditworthiness of the borrower.

Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and additional capital gains tax liabilities.

The Fund is also subject to the risk that developed international fixed income securities may underperform other segments of the fixed income markets or the fixed income markets as a whole.

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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. The performance information shown is based on full calendar years.

Best Quarter: 13.29% (06/30/02)

Worst Quarter: -5.56% (03/31/99)

  

This table compares the Fund's average annual total returns for Class A Shares for the periods ended December 31, 2007 to those of the Lehman Global Aggregate Ex-U.S. Index.

International Fixed Income Fund — Class A Shares	1 Year			5 Years			10 Years			Since Inception*
Return Before Taxes		2.32	%		4.41	%		4.11	%		4.82	%
Return After Taxes on Distributions**		1.87	%		2.69	%		2.77	%		3.26	%
Return After Taxes on Distributions and Sale of Fund Shares**		1.51	%		2.83	%		2.76	%		3.22	%
Lehman Global Aggregate Ex-U.S. Index Return (reflects no deduction for fees, expenses or taxes)***		4.25	%		4.10	%		5.66	%		6.66	%

* The inception date for the Fund's Class A Shares is September 1, 1993. Index returns shown from  September 30, 1993.

** After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

*** 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 Lehman Global Aggregate Ex-U.S. Index is an index of government, corporate, and collateralized bonds denominated in foreign currencies.

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Fund Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold Fund shares.

ANNUAL FUND OPERATING EXPENSES

(Expenses deducted from Fund assets)	Class A Shares
Investment Advisory Fees		0.15	%
Distribution (12b-1) Fees		None
Other Expenses		0.89	%
Acquired Fund Fees and Expenses		0.00	%*
Total Annual Fund Operating Expenses		1.04	%**

* Represents less than one basis point. Acquired Fund Fees and Expenses (AFFE) reflect the estimated amount of the fees and expenses that will be incurred indirectly by the Fund through its investments in underlying funds during the current fiscal year.

** The Fund's total actual annual fund operating expenses for the most recent fiscal year were less than the amount shown above because the Fund's distributor waived a portion of the fees in order to keep total operating expenses (exclusive of interest from borrowings, brokerage commissions, taxes and extraordinary expenses not incurred in the ordinary course of the Fund's business) at a specified level. The Fund's distributor's voluntary waiver is limited to the Fund's direct operating expenses and, therefore, does not apply to indirect expenses incurred by the Fund, such as AFFE. The Fund's distributor may discontinue all or part of this waiver at any time. With this fee waiver, the Fund's actual total operating expenses were as follows:

International Fixed Income Fund — Class A Shares 1.02 %

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, Fund operating expenses remain the same, and you reinvest all dividends and distributions. For purposes of calculating the Example, the Fund's fees are equal to the "Total Annual Fund Operating Expenses" figure in the table above. 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		5 Years		10 Years
International Fixed Income Fund — Class A Shares	$	106	$	331	$	574	$	1,271

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EMERGING MARKETS DEBT FUND

Fund Summary

Investment Goal:  Maximize total return

Share Price Volatility:  High to very high

Principal Investment Strategy:  Utilizing multiple sub-advisers, the Fund invests in U.S. dollar-denominated debt securities of emerging market issuers

Investment Strategy

Under normal circumstances, the Emerging Markets Debt Fund will invest at least 80% of its net assets in fixed income securities of emerging market issuers. The Fund will invest primarily in U.S. dollar-denominated debt securities of government, government-related and corporate issuers in emerging market countries, as well as entities organized to restructure the outstanding debt of such issuers. 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 Sub-Advisers will spread the Fund's holdings across a number of countries and industries to limit its exposure to a single emerging market economy and may not invest more than 25% of its assets in any single country. There are no restrictions on the Fund's average portfolio maturity, or on the maturity of any specific security. There is no minimum rating standard for the Fund's securities and the Fund's securities will generally be in the lower or lowest rating categories (including those below investment grade, commonly referred to as junk bonds).

What are the Risks of Investing in the Fund?

The prices of the Fund's fixed income securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers, including governments and their agencies. Generally, the Fund's fixed income securities will decrease in value if interest rates rise and vice versa, and the volatility of lower-rated securities is even greater than that of higher-rated securities. Also, longer-term securities are generally more volatile, so the average maturity or duration of these securities affects risk. In the case of foreign securities, price 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.

Junk bonds involve greater risks of default or downgrade, and involve greater risk of price declines than investment grade securities due to actual or perceived changes in an issuer's creditworthiness. In addition, issuers of junk bonds may be more susceptible than other issuers to economic downturns. Junk bonds are subject to the risk that the issuer may not be able to pay interest or dividends and ultimately to repay principal upon maturity. Discontinuation of these payments could substantially adversely affect the market value of the security. The volatility of junk bonds, particularly those issued by foreign governments, is even greater since the prospects for repayment of principal and interest of many of these securities is speculative. Some may even be in default. As an incentive to invest in these risky securities, they tend to offer higher returns.

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Emerging market countries are countries that the World Bank or the United Nations considers to be emerging or developing. Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the Fund's investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar.

The foreign sovereign debt securities the Fund purchases involve specific risks, including the risks that (i) the governmental entity that controls the repayment of sovereign debt may not be willing or able to repay the principal and/or interest when it becomes due, due to factors such as debt service burden, political constraints, cash flow problems and other national economic factors; (ii) governments may default on their debt securities, which may require holders of such securities to participate in debt rescheduling or additional lending to defaulting governments; and (iii) there is no bankruptcy proceeding by which defaulted sovereign debt may be collected in whole or in part.

The Fund is non-diversified, which means that it may invest in the securities of relatively few issuers. As a result, the Fund may be more susceptible to a single adverse economic or political occurrence affecting one or more of these issuers, and may experience increased volatility due to its investments in those securities.

The Fund may purchase shares of ETFs to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities directly. ETFs are investment companies whose shares are bought and sold on a securities exchange. ETFs invest in a portfolio of securities designed to track a particular market segment or index. ETFs, like mutual funds, have expenses associated with their operation, including advisory fees. When the Fund invests in an ETF, in addition to directly bearing expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses. The risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, although lack of liquidity in an ETF could result in its value being more volatile than the underlying portfolio of securities. In addition, because of ETF expenses, compared to owning the underlying securiti es directly, it may be more costly to own an ETF.

Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and additional capital gains tax liabilities.

The Fund is also subject to the risk that emerging market debt securities may underperform other segments of the fixed income markets or the fixed income markets as a whole.

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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. The performance information shown is based on full calendar years.

Best Quarter: 17.55% (12/31/02)

Worst Quarter: -29.08% (09/30/98)

  

This table compares the Fund's average annual total returns for Class A Shares for the periods ended December 31, 2007 to those of the J.P. Morgan Emerging Markets Bond Index (EMBI) Global Diversified Index.

Emerging Markets Debt Fund — Class A Shares	1 Year			5 Years			10 Years			Since Inception*
Return Before Taxes		6.42	%		16.04	%		11.70	%		11.39	%
Return After Taxes on Distributions**		3.31	%		12.33	%		7.77	%		7.66	%
Return After Taxes on Distributions and Sale of Fund Shares**		4.49	%		11.98	%		7.71	%		7.58	%
J.P. Morgan EMBI Global Diversified Index Return (reflects no deduction for fees, expenses or taxes)***		6.15	%		12.06	%		10.55	%		10.16	%

* The inception date for the Fund's Class A Shares is June 26, 1997. Index returns shown from June 30, 1997.

** After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

*** 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 J.P. Morgan EMBI Global Diversified Index tracks the total returns for U.S. dollar-denominated debt instruments issued by sovereign and quasi-sovereign entities.

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Fund Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold Fund shares.

ANNUAL FUND OPERATING EXPENSES

(Expenses deducted from Fund assets)	Class A Shares
Investment Advisory Fees		0.85	%
Distribution (12b-1) Fees		None
Other Expenses		0.94	%
Acquired Fund Fees and Expenses		0.00	%*
Total Annual Fund Operating Expenses		1.79	%**

* Represents less than one basis point. Acquired Fund Fees and Expenses (AFFE) reflect the estimated amount of the fees and expenses that will be incurred indirectly by the Fund through its investments in underlying funds during the current fiscal year.

** The Fund's total actual annual fund operating expenses for the most recent fiscal year were less than the amount shown above because the Adviser waived a portion of the fees in order to keep total operating expenses (exclusive of interest from borrowings, brokerage commissions, taxes and extraordinary expenses not incurred in the ordinary course of the Fund's business) at a specified level. The Adviser's voluntary waiver is limited to the Fund's direct operating expenses and, therefore, does not apply to indirect expenses incurred by the Fund, such as AFFE. The Adviser may discontinue all or part of this waiver at any time. With this fee waiver, the Fund's actual total operating expenses were as follows:

Emerging Markets Debt Fund — Class A Shares 1.37 %

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, Fund operating expenses remain the same, and you reinvest all dividends and distributions. For purposes of calculating the Example, the Fund's fees are equal to the "Total Annual Fund Operating Expenses" figure in the table above. 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		5 Years		10 Years
Emerging Markets Debt Fund — Class A Shares	$	182	$	563	$	970	$	2,105

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MORE INFORMATION ABOUT FUND INVESTMENTS

This prospectus describes the Funds' primary investment strategies. However, each Fund may also 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 Funds' Statement of Additional Information (SAI).

The investments and strategies described in this prospectus are those that SIMC and the Sub-Advisers use under normal conditions. During unusual economic or market conditions, or for temporary defensive or liquidity purposes, each Fund may invest up to 100% of its assets in cash, money market instruments, repurchase agreements and other short-term obligations that would not ordinarily be consistent with a Fund's objectives. A Fund will do so only if SIMC or the Sub-Advisers believe that the risk of loss outweighs the opportunity for capital gains and higher income. Of course, there is no guarantee that any Fund will achieve its investment goal.

INVESTMENT ADVISER AND SUB-ADVISERS

SIMC acts as the manager of managers of the Funds, and is responsible for the investment performance of the Funds since it allocates each 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 Funds' 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 the 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, located at One Freedom Valley Drive, Oaks, Pennsylvania 19456, serves as the Adviser to the Funds. As of December 31, 2007, SIMC had more than $91.3 billion in assets under management. For the fiscal year or period ended September 30, 2007, SIMC received investment advisory fees (after fee waivers) as a percentage of each Fund's net assets, at the following annual rates:

International Equity Fund	0.51	%
Emerging Markets Equity Fund	0.97	%
International Fixed Income Fund	0.15	%
Emerging Markets Debt Fund	0.43	%

A discussion regarding the basis of the Board of Trustees' approval of the Funds' Investment Advisory and Sub-Advisory Agreements is available in the Funds' annual report, which covers the period October 1, 2006 through September 30, 2007.

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Sub-Advisers and Portfolio Managers

INTERNATIONAL EQUITY FUND:

AllianceBernstein L.P.: AllianceBernstein LP (formerly known as Alliance Capital Management L.P.) (AllianceBernstein) located at 1345 Avenue of the Americas, New York, New York 10105, serves as a Sub-Adviser to the International Equity Fund. A team of investment professionals manages the portion of the International Equity Fund's assets allocated to AllianceBernstein. The team consists of Sharon Fay, Kevin Simms, Giulio Martini and Henry D'Auria. Ms. Fay was appointed Chief Investments Officer of Global Value Equities in 2003 and is responsible for the oversight of all portfolio management and research relating to cross-border and non-U.S. value investment portfolios and also chairing the Global Value Investment Policy Group. Ms. Fay joined Bernstein, a unit of AllianceBernstein, in 1990. Mr. Simms was named Co-Chief Investments Officer of Internation al Value Equities in 2003, and is Director of Research for Global and International Value Equities, a position he has held since 2000. Mr. Simms joined Bernstein in 1992. In September 2005, Mr. Martini was appointed to head the newly created currency team. Previously, Mr. Martini was appointed to head the newly created quantitative strategies team within the value-equities unit and was named Chief International Economist in 1992. He continues to work with international and global value clients and as the lead person shaping currency-management tools and strategies in the cross-border value services. Mr. Martini joined Bernstein in 1985. Mr. D'Auria was named Co-Chief Investments Officer of International Value Equities in 2003, adding to his responsibilities as Chief Investments Officer of Emerging Markets Value Equities, which he assumed in 2002. Mr. D'Auria was one of the chief architects of Bernstein's global research department, which he managed from 1998 through 2002. Mr. D'Auria joined the firm in 1991.

AXA Rosenberg Investment Management LLC: AXA Rosenberg Investment Management LLC (AXA Rosenberg), located at 4 Orinda Way, Building E, Orinda, California 94563, serves as a Sub-Adviser to the International Equity Fund. Dr. William Ricks, the firm's Chief Investment Officer and Chief Executive Officer, has overall responsibility for the day-to-day management of the portion of the International Equity Fund's assets allocated to AXA Rosenberg. He oversees the investment process, trading, operations, portfolio engineering and portfolio construction. Dr. Ricks has been with AXA Rosenberg since 1989.

Capital Guardian Trust Company: Capital Guardian Trust Company (CGTC), located at 333 South Hope Street, 55th Floor, Los Angeles, California 90071, serves as a Sub-Adviser to the International Equity Fund. A team of investment professionals manages the portion of the International Equity Fund's assets allocated to CGTC. This team consists of David I. Fisher, Arthur J. Gromadzki, Richard N. Havas, Seung Kwak, Nancy J. Kyle, John M.N. Mant, Lionel M. Sauvage, Nilly Sikorsky and Rudolf M. Staehelin, who are each responsible for investment management decisions for their particular segments of the portfolio. Mr. Fisher has been with the firm for 37 years. He has served as Chairman of CGTC's Board since 1997 and has also been a Portfolio Manager during the past 5 years. Mr. Sauvage, a Director and Senior Vice President, has been with the firm for 19 years. He has been a Portfolio Manager at CGTC for more than 5 years and has 19years of investment experience. Ms. Kyle has been with the firm for 15 years. She has served as Vice-Chairman since September 2003 and prior to that served as Senior Vice President beginning in 1991. Mr. Gromadzki, Mr. Havas, Mr. Kwak, Mr. Mant, Ms. Sikorsky and Mr. Staehelin have all been Portfolio Managers selecting equity securities at CGTC for 20, 20, 4, 16, 44 and 25 years, respectively. Prior to joining CGTC, Mr. Kwak was employed by Zurich Scudder Investments as a Portfolio Manager selecting Japanese equity securities for 17 years.

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Fuller & Thaler Asset Management, Inc.: Fuller & Thaler Asset Management, Inc. (Fuller & Thaler), located at 411 Borel Avenue, Suite 300, San Mateo, California 94402, serves as a Sub-Adviser to the International Equity Fund. Joseph S. Leung, CFA, Fuller & Thaler's Senior Vice President and Head of International Strategies, manages the portion of the International Equity Fund's assets allocated to Fuller & Thaler and is responsible for the planning, development and management of the firm's international and global strategies. Prior to joining the firm in 2002, Mr. Leung worked for AXA Rosenberg Investment Management Inc., in its U.S. and U.K. offices where he served most recently as an Executive Director on the AXA Rosenberg London Board and as Chief Investment Officer at AXA Rosenberg Investment Management, Inc. in London. Mr. Leun g is a director and shareholder of Fuller & Thaler.

McKinley Capital Management, Inc.: McKinley Capital Management, Inc. (McKinley Capital), located at 3301 C Street, Suite 500, Anchorage, Alaska 99503, serves as a Sub-Adviser to the International Equity Fund. A team of investment professionals led by Robert B. Gillam manages the portion of the International Equity Fund's assets allocated to McKinley Capital. The team consists of Robert B. Gillam, Robert A. Gillam, Greg Samorajski, Frederic Parke, Sheldon Lien, Brandon Rinner, Paul Hanson and Forrest Badgley, who are all responsible for all aspects of the day-to-day decisions regarding investments. Robert B. Gillam, McKinley Capital's President & Chief Investment Officer, has been a Portfolio Manager at McKinley Capital since its inception in 1990 and has over 37 years of investment experience. Robert A. Gillam has been a Portfolio Manager at McKin ley Capital since 1994 and has over 14 years of investment experience. Mr. Samorajski has been a Portfolio Manager at McKinley Capital since 1997 and has over 26 years of investment experience. Mr. Parke has been a Portfolio Manager at McKinley Capital since 1997 and has over 23 years of investment experience. Mr. Lien has been a Portfolio Manager at McKinley Capital since 1996 and has over 12 years of investment experience. Mr. Rinner has been a Portfolio Manager at McKinley Capital since 1998 and has over 10 years of investment experience. Mr. Hanson has been a Portfolio Manager at McKinley Capital since 2000 and has over 10 years of investment experience. Mr. Badgley has been a Portfolio Manager at McKinley Capital since 2006 and has over 11 years of investment experience. Prior to joining McKinley in 2004 as a Research Analyst, he worked on the currency futures trading desk for Aspire Trading for 2 years.

Quantitative Management Associates LLC: Quantitative Management Associates LLC (QMA), located at Gateway Center 2, McCarter Highway and Market Street, Newark, New Jersey 07102, serves as a Sub-Adviser to the International Equity Fund. A team of investment professionals at QMA manages the portion of the International Equity Fund's assets allocated to QMA. The members of the team with primary responsibility for managing the assets allocated to QMA are Margaret Stumpp, PhD, John Van Belle, PhD and Peter Xu, PhD. Ms. Stumpp, Chief Investment Officer, is responsible for portfolio management and investment strategy for the International Equity Fund and is portfolio manager for QMA's enhanced index equity portfolios for institutional investors and mutual fund clients. Ms. Stumpp is also extensively involved in quantitative research in asset allocation, secur ity selection and portfolio construction for QMA. Ms. Stumpp joined QMA's predecessor, Prudential Investment Management, Inc. (PIM) in 1987. Mr. Van Belle, Managing Director, is responsible for portfolio management and investment strategy for the International Equity Fund and manages global and non-U.S. equity portfolios, and leads QMA's international team. Mr. Van Belle joined PIM in 1983. Mr. Xu, Managing Director, is responsible for portfolio management and investment research for the International Equity Fund and conducts equity market research, the results of which are used in the stock selection process for all of QMA's quantitative core equity portfolios. Mr. Xu joined PIM in 1997.

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Record Currency Management Limited: Record Currency Management Limited (RCM), located at 1st Floor, Morgan House, Madeira Walk, Windsor, Berkshire, SL4 1EP, United Kingdom, serves as a Sub-Adviser to the International Equity Fund. The portfolio managers who are responsible for managing the portion of the International Equity Fund's assets allocated to RCM are Bob Noyen, MBA, Peter Wakefield, MA, Robert Bloom, MSc, Dimitri Tikhonov, CFA, MBA, PhD, Ian Harrison, MA and Carl Beckley. These individuals are collectively responsible for portfolio design, risk budget optimization, performance analysis and attribution and communication on all aspects of account design and portfolio performance. Mr. Noyen, a Managing Director and Chief Investment Officer, joined the firm in 1999 as Chief Investment Officer and became a Managing Director in 2000. Mr. Wakefield, a Managing Director and COO, also joined the firm in 1999 as Director of Product Strategy Consultancy and became a Managing Director in 2006. Mr. Bloom, a Director and Portfolio Manager, joined the firm in 2004. Before joining RCM, Mr. Bloom was a director and head of risk management of global foreign exchange trading at Citigroup since 2001. Mr. Tikhonov, a Director and Portfolio Manager, joined the firm in 2002 as a Quantitative Research Financial Analyst. He was appointed Associate Director of Research in early 2005 and transferred to Associate Director of Portfolio Management later that same year. Mr. Tikhonov was made a Director of Portfolio Management in 2006. Before joining RCM, Mr. Tikhonov received his MBA from Cambridge University, UK (2001-2002) and attended the Chartered Financial Analyst Program (2003-2005). Mr. Harrison, a Director and Portfolio Manager, joined the firm in 1989. Mr. Beckley is a Director and Portfolio Manager for the firm. Prior to joining RCM, Mr. Beckley was the Director of Research and Development for FTSE Group from 2000 until joining RCM in 2006.

Smith Breeden Associates, Inc.: Smith Breeden Associates, Inc. (Smith Breeden), located at 100Europa Drive, Suite 200, Chapel Hill, North Carolina 27517, serves as a Sub-Adviser to the International Equity Fund. Tim Cunneen, CFA, a Senior Portfolio Manager, and Daniel Dektar, Chief Investment Officer, manage the portion of the International Equity Fund's assets allocated to SmithBreeden. Mr. Cunneen joined Smith Breeden in 1998 and has 14 years of investment experience. He has served as a portfolio manager at Smith Breeden for the past 5 years. Mr. Dektar joined SmithBreeden in 1986 and has 24 years of investment experience. He has served as the Chief Investment Officer at Smith Breeden for the past 5 years.

EMERGING MARKETS EQUITY FUND:

AllianceBernstein L.P.: AllianceBernstein L.P. (formerly known as Alliance Capital Management L.P.) (AllianceBernstein), located at 1345 Avenue of the Americas, New York, New York 10105, serves as a Sub-Adviser to the Emerging Markets Equity Fund. A committee of investment professionals manages the portion of the Emerging Markets Equity Fund's assets allocated to AllianceBernstein. The four members of the committee with the most significant responsibility for the day-to-day management of the Emerging Markets Equity Fund's portfolio are Steve Beinhacker, Michael Levy, Manish Singhai and Jean-Francois Van de Walle. Mr. Beinhacker, the Senior Vice President and Chief Investment Officer of Emerging Markets Growth Equities, joined Alliance Capital Management L.P. in 1992 as the firm's director of international quantitative stock research and joined the Glo bal/International Large Cap Growth teams in 1994. In April of 2007, Mr. Beinhacker became the Chief Investment Officer for Emerging Markets Growth. Michael Levy, a Senior Vice President and Eastern Europe/Middle East/Africa Portfolio Manager, joined AllianceBernstein in 1994 with research responsibilities in both the developed and emerging markets. Since 1997, he has held portfolio management responsibilities for various emerging markets-oriented specialty portfolios. Mr. Singhai, a Senior Vice President and Asian Emerging Markets Portfolio Manager, joined AllianceBernstein in 1998 as an Emerging Markets Telecoms and

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Utilities Analyst and has been managing Emerging Asian portfolios since September 2000. Mr. Van de Walle, a Senior Vice President and Latin America Portfolio Manager, joined AllianceBernstein in 1991 as a Latin American Equity Research Analyst.

AXA Rosenberg Investment Management LLC: AXA Rosenberg Investment Management LLC (AXARosenberg), located at 4 Orinda Way, Building E, Orinda, California 94563, serves as a Sub-Adviser to the Emerging Markets Equity Fund. Dr. William Ricks, the firm's Chief Investment Officer and Chief Executive Officer, has overall responsibility for the day-to-day management of the portion of the Emerging Markets Equity Fund's assets allocated to AXA Rosenberg. He oversees the investment process, trading, operations, portfolio engineering and portfolio construction. Dr. Ricks has been with AXA Rosenberg since 1989.

The Boston Company Asset Management LLC: The Boston Company Asset Management LLC (The Boston Company), located at One Boston Place, Boston, Massachusetts 02108, serves as a Sub-Adviser to the Emerging Markets Equity Fund. A team of investment professionals manages the portion of the Emerging Markets Equity Fund's assets allocated to The Boston Company. The team consists of D. Kirk Henry, Carolyn Kedersha, Michelle Y. Chan and Warren C. Skillman. Mr. Henry, Executive Vice President and Director of International Value Equity, whose role is Lead Portfolio Manager for all International Value and Emerging Markets Value strategies, has been with the firm since 1994. Ms. Kedersha, a Senior Vice President and Senior Portfolio Manager, whose role is to conduct research on companies located in the United Kingdom, Greece, Egypt, Turkey, Israel, Russia and Latin America, has been with the firm since 1994. Ms. Chan, a Vice President and an Assistant Portfolio Manager, whose role is to provide research coverage for China, Hong Kong, Indonesia, Malaysia, Philippines, Singapore, South Korea, Taiwan and Thailand, has been with the firm since 2000. Mr. Skillman, a Vice President and Assistant Portfolio Manager, whose primary responsibility is emerging markets, has been with the firm since 2005. Prior to joining The Boston Company, Mr. Skillman was a Portfolio Manager with Newgate Capital.

Emerging Markets Management, L.L.C.: Emerging Markets Management, L.L.C. (EMM), located at 1001 Nineteenth Street, North, 17th Floor, Arlington, Virginia 22209, serves as a Sub-Adviser to the Emerging Markets Equity Fund. A team of investment professionals led by Antoine van Agtmael, EMM's Chairman and Chief Investment Officer, is jointly and primarily responsible for the day-to-day management of the portion of the Emerging Markets Equity Fund's assets allocated to EMM. Mr. van Agtmael, who co-founded EMM in 1988, is responsible for country allocation, risk control and diversification. Ms.Felicia Morrow, who is EMM's Chief Executive Officer and Lead Portfolio Manager, is the Portfolio Manager responsible for Latin America, the Indian sub-continent and Southe ast Asia, and has been a portfolio manager at EMM for 16 years. Mr. John Niepold, who is Portfolio Manager responsible for frontier Africa and the Middle East, has been a portfolio manager at EMM for 14 years. Ms. Dobrinka Cidrof, who is the Portfolio Manager responsible for Turkey and Israel, has been a portfolio manager at EMM for 10years. Mr. Peter Trofimenko, who is the Portfolio Manager responsible for Central and Eastern Europe, Russia and South Africa, has been a portfolio manager at EMM for 7 years. Ms. Rita Lun, who is the Portfolio Manager responsible for China/Hong Kong, Taiwan and Korea, has been a portfolio manager at EMM for 7 years.

PanAgora Asset Management, Inc.: PanAgora Asset Management, Inc. (PanAgora), located at 260Franklin Street, 22nd Floor, Boston, MA 02110, serves as a Sub-Adviser to the Emerging Markets Equity Fund. Ateam of investment professionals at PanAgora manages the portion of the Emerging Markets Equity Fund's assets allocated to PanAgora. The team consists of Ronald Hua, CFA, Edward Qian, Ph.D., CFA, SanjoyGhosh, Ph.D., Kenneth Masse, CFA and George Mussalli, CFA. Mr. Hua, Chief In vestment Officer,

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oversees all equity strategies. Mr. Qian, Director of Macro-Strategies, oversees macro research and portfolio management. He has been with PanAgora for seven years. Mr. Ghosh is responsible for managing the Dynamic Equity strategies and ensuring the efficacy of the investment model. Mr. Masse is responsible for the trading and implementation of client portfolios that employ PanAgora's Dynamic investment strategies. He has been with PanAgora for thirteen years. Mr. Mussalli contributes to research supporting the Dynamic Equity strategies and is responsible for developing the Fundamental Valuation model. Mr. Mussalli is also a portfolio manager responsible for U.S. Active Equity Investments. Messrs. Hua, Ghosh and Mussalli joined PanAgora from Putnam Investments in 2004. Mr. Hua had been with Putnam since 1999, where he contributed to quantitative research and analysis that supported all structured equity portfolios, including U.S . large cap and international strategies. Mr. Ghosh had been with Putnam since 2000 where he was a portfolio manager on the structured equity team. Mr. Mussalli had been a vice president and portfolio manager on Putnam's structured equity team since 2000.

Rexiter Capital Management Limited: Rexiter Capital Management Limited (Rexiter), located at 80Cannon Street, London EC4N 6HL, United Kingdom, serves as a Sub-Adviser to the Emerging Markets Equity Fund. Murray Davey and Nick Payne manage the portion of the Emerging Markets Equity Fund's assets allocated to Rexiter. Mr. Davey is the Managing Director of Global Emerging Markets and a director of Rexiter. Mr. Payne is a senior Latin American fund manager and a director of Rexiter. Mr. Davey has been with Rexiter since its inception in 1997. Mr. Payne joined Rexiter in September 1999. They both have been Portfolio Managers for the firm for the past 8 years.

INTERNATIONAL FIXED INCOME FUND:

AllianceBernstein L.P.: AllianceBernstein, L.P. (formerly known as Alliance Capital Management L.P.) (AllianceBernstein), located at 1345 Avenue of the Americas, New York, New York 10105, serves as a Sub-Adviser to the International Fixed Income Fund. A team of investment professionals, led by Douglas J. Peebles, Noriko Miyoshi, Andrew Aran and Scott DiMaggio, manages the portion of the International Fixed Income Fund's assets allocated to AllianceBernstein. Mr. Peebles has been an Executive Vice President of AllianceBernstein and Co-Chief Investment Officer of Fixed Income since 2004 and served as Senior Portfolio Manager of Global Fixed Income from 2000 to 2004. He is also Director of Global Fixed Income and served as a Senior Vice President in Global Fixed Income from February 1998 to April 2004. Mr. Peebles has been with AllianceBernstein for nine teen years. Ms. Miyoshi currently serves as Senior Vice President and Director of Japan Fixed Income. Before that she was a Portfolio Manager of Fixed Income. Ms. Miyoshi has been with AllianceBernstein for seven years. Mr. Aran, a Senior Vice President and Director of Global Credit, has been in a substantially similar capacity to his current position since prior to 2001. Prior to his current roles, he served as director of corporate bond/credit research. Mr. Aran has been with AllianceBernstein for eight years. Mr. DiMaggio, Vice President and Director of Canada Fixed Income, served as Quantitative Analyst from 1999-2006 and has been a Portfolio Manager of Global Fixed Income since 2003. Mr. DiMaggio has been with AllianceBernstein for six years.

BlackRock Financial Management, Inc.: BlackRock Financial Management, Inc. (BFM), located at 40East 52nd Street, New York, New York 10022, serves as a Sub-Adviser to the International Fixed Income Fund. A team of investment professionals at BFM manages the portion of the International Fixed Income Fund's assets allocated to BFM. Andrew Gordon, Managing Director of BFM since 1996, and Scott Thiel, Managing Director of BFM since 2002, have day-to-day responsibilities for the International Fixed Income Fund. Mr. Gordon and Mr. Thiel, heads of the global bond team and

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members of the investment strategy group, are primarily responsible for developing and implementing strategies in the non-dollar and emerging markets sectors of the fixed income markets. Prior to joining BFM, Mr. Thiel was a Vice President at Goldman Sachs and Co.

Fidelity International Investment Advisors: Fidelity International Investment Advisors (FIIA), located at Pembroke Hall, 42 Crow Lane, Pembroke HM 19, Bermuda, serves as a Sub-Adviser to the International Fixed Income Fund. FIIA has engaged its affiliate, Fidelity International Investment Advisors (U.K.) Ltd. (FIIA UK), located at 25 Cannon Street, London, EC4M 5TA, England, to provide certain advisory services to the International Fixed Income Fund. Andy Weir manages the portion of the International Fixed Income Fund's assets allocated to FIIA. Mr. Weir has been with Fidelity International Limited (FIL) and its affiliates for over 10 years and has 15 years of industry experience. Mr. Weir joined FIL in 1997 as a Quantitative Fixed Income Analyst. He became the Director of Quantitative Research in 2002, moving to Portfolio Manager in December 2003.

Record Currency Management Limited: Record Currency Management Limited (RCM), located at 1st Floor, Morgan House, Madeira Walk, Windsor, Berkshire, SL4 1EP, United Kingdom, serves as a Sub-Adviser to the International Fixed Income Fund. The portfolio managers who are responsible for managing the portion of the International Fixed Income Fund's assets allocated to RCM are Bob Noyen, MBA, Peter Wakefield, MA, Robert Bloom, MSc, Dimitri Tikhonov, CFA, MBA, PhD, Ian Harrison, MA and Carl Beckley. These individuals are collectively responsible for portfolio design, risk budget optimization, performance analysis and attribution, and communication on all aspects of account design & portfolio performance. Mr. Noyen, a Managing Director and Chief Investment Officer, joined the firm in 1999 as Chief Investment Officer and became a Managing Director in 2000. Mr. Wakefield, a Managing Director and COO, also joined the firm in 1999 as Director of Product Strategy Consultancy and became a Managing Director in 2006. Mr. Bloom, a Director and Portfolio Manager, joined the firm in 2004. Before joining RCM, Mr. Bloom was a director and head of risk management of global foreign exchange trading at Citigroup since 2001. Mr. Tikhonov, a Director and Portfolio Manager, joined the firm in 2002 as a Quantitative Research Financial Analyst. He was appointed Associate Director of Research in early 2005 and transferred to Associate Director of Portfolio Management later that same year. Mr. Tikhonov was made a Director of Portfolio Management in 2006. Before joining RCM, Mr. Tikhonov received his MBA from Cambridge University, UK (2001-2002) and attended the Chartered Financial Analyst Program (2003-2005). Mr. Harrison, a Director and Portfolio Manager, joined the firm in 1989. Mr. Beckley is a Director and Portfolio Manager for the firm. Prior to joining RCM, Mr. Beckley was t he Director of Research and Development for FTSE Group from 2000 until joining RCM in 2006.

EMERGING MARKETS DEBT FUND:

Ashmore Investment Management Limited: Ashmore Investment Management Limited (Ashmore), located at 20 Bedfordbury, London, United Kingdom, WC2N 4BL, serves as a Sub-Adviser to the Emerging Markets Debt Fund. Ashmore's Investment Committee manages the portion of the assets of the Emerging Markets Debt Fund allocated to Ashmore. Ashmore's Investment Committee currently has four members. Ashmore's Managing Director and the Chairman of its Investment Committee, MarkCoombs, has been investing in emerging markets since 1983, and is currently Co-Chair of the Board of EMTA (formerly the Emerging Markets Traders Association). Mr. Coombs participates in the security selection process for the Emerging Markets Debt Fund. Senior portfolio managers Jules Green and Seumas Dawes have been actively involved in emerging market investment since 1990 and 1993 respectively. Mr. Dawes has a geographic responsibility for Asia, product responsibility for special situations, structured transactions, equity and related derivatives and he participates in the

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security selection process for the Emerging Markets Debt Fund. Mr. Green has a geographic responsibility for Latin America and Eastern Europe, product responsibility for U.S. Bonds, local currency debt, local currencies and related derivatives and he participates in the security selection process for the Emerging Markets Debt Fund. Jerome Booth is Ashmore's Head of Research and political economist, and has been professionally involved with developing countries as a government and international official, consultant, economist and market analyst since 1985. He is responsible for all macro country political research and analysis.

ING Investment Management Advisors, B.V..: ING Investment Management Advisors, B.V. (IIMA), located at Prinses Beatrixlaan 15, The Hague, The Netherlands, 2595 AK, serves as a Sub-Adviser to the Emerging Markets Debt Fund. A team of investment professionals manages the portion of the Emerging Markets Debt Fund's assets allocated to IIMA. Managers responsible for the SEI mandate are Gorky Urquieta and Daniel Eustaquio. Messrs. Urquieta and Eustaquio are members of a team responsible for research, asset allocation and trading for the Emerging Markets Debt Fund. Mr. Urquieta became Head of Global Emerging Markets Debt Team in May 2007. He was previously Deputy Head of the Global Emerging Markets Debt Team from 2002, having joined ING Investment Management Co. (ING Co.) in June 2000. Mr. Eustaquio, Investment Manager, joined the Global Emerging Markets De bt Team in 2000. He had been a Portfolio Manager with ING Co. since July 1998.

Stone Harbor Investment Partners LP: Stone Harbor Investments Partners LP (Stone Harbor), located at 31 West 52nd Street, 16th Floor, New York, New York 10019, serves as a Sub-Adviser to the Emerging Markets Debt Fund. A team of investment professionals manages the portion of the Emerging Markets Debt Fund's assets allocated to Stone Harbor. The Stone Harbor investment team began managing assets with its prior firm, Salomon Brothers Asset Management Inc. (SaBAM), in or around 1990. Peter J. Wilby, CFA is the Chief Investment Officer of the Emerging Markets Debt Fund since April 1, 2006. Prior to April 1, 2006, Mr. Wilby was the Chief Investment Officer of North American Fixed Income and Senior Portfolio Manager responsible for directing investment policy and strategy for all emerging markets and high yield fixed income portfolios at SaBAM. James E. Cr aige, CFA has been a Senior Portfolio Manager of the Emerging Markets Debt Fund since April 1, 2006. Prior to April 1, 2006, Mr. Craige was the Managing Director and Senior Portfolio Manager for emerging markets debt portfolios at SaBAM. Thomas K. Flanagan, CFA has been a Senior Portfolio Manager of the Emerging Markets Debt Fund since April 1, 2006. Prior to April 1, 2006, Mr. Flanagan was the Managing Director and Senior Portfolio Manager for emerging markets debt portfolios at SaBAM. Pablo Cisilino has been a Senior Portfolio Manager of the Emerging Markets Debt Fund since July 1, 2006. From June 1, 2004 to July 1, 2006, Mr. Cisilino was the Executive Director for Sales and Trading in Emerging Markets at Morgan Stanley Inc. Prior to June 1, 2004, Mr. Cisilino was the Vice President for local markets and FX sales and trading.

The SAI provides additional information about the portfolio managers' compensation, other accounts they manage, and their ownership, if any, of securities in the Funds.

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PURCHASING AND SELLING FUND SHARES

This section tells you how to purchase and sell (sometimes called "redeem") Class A Shares of the Funds. The Funds offer Class A Shares only to financial institutions and intermediaries 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.

Financial institutions or intermediaries may purchase Class A Shares by placing orders with the Funds' transfer agent (the Transfer Agent) or its authorized agent. Institutions and intermediaries that use certain SEI proprietary systems may place orders electronically through those systems. Generally, cash investments must be transmitted or delivered in federal funds to the Funds' wire agent by the close of business on the day after the order is placed. However, in certain circumstances the Funds at their discretion may allow purchases to settle (i.e., receive final payment) at a later date in accordance with the Funds' procedures and applicable law. The Funds reserve the right to refuse any purchase requests, particularly those that the Funds reasonably believe may not be in the best interest of the Funds or their shareholders and could adversely affect the Funds or their operations. This includes those from any individual or g roup who, in the Funds' view, is likely to engage in excessive trading (usually defined as four or more "round trips" in a Fund in any twelve month period). For more information regarding the Funds' policy and procedures related to excessive trading, please see "Frequent Purchases and Redemptions of Fund Shares" below.

When you purchase or sell Fund shares through certain financial institutions (rather than directly from the Funds), you may have to transmit your purchase and sale requests to these financial institutions at an earlier time for your transaction to become effective that day. This allows these financial institutions time to process your requests and transmit them to the Funds.

Certain other intermediaries, including certain broker-dealers and shareholder organizations, are authorized to accept purchase and redemption requests for Fund shares. These requests are executed at the net asset value per share (NAV) next determined after the intermediary receives the request if transmitted to the Funds in accordance with the Funds' procedures and applicable law. 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 Funds. For more information about how to purchase or sell Fund shares through these financial institutions, you should contact these financial institutions directly. Investors may be charged a fee for purchase and/or redemption transactions effectuated through certain broker-dealers or other financial intermediaries.

The Funds are open for business each day that the NYSE is open (a Business Day). Each Fund calculates its NAV once each Business Day as of the 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 Funds (or an authorized agent) must receive your purchase order in proper form before 4:00 p.m. Eastern Time. A Fund will not accept orders that request a particular day or price for the transaction or any other special conditions.

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PRICING OF FUND SHARES

NAV for one Fund share is the value of that share's portion of the net assets of the Fund. In calculating NAV, a Fund generally values its investment portfolio at market price.

When valuing portfolio securities, the Funds value securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (other than securities traded on NASDAQ) at the last quoted sale price on the primary exchange or market (foreign or domestic) on which the securities are traded, or, if there is no such reported sale, at the most recent quoted bid price. The Funds value securities traded on NASDAQ at the NASDAQ Official Closing Price. If such prices are not readily available or are determined to be unreliable, the Funds will value the security using a bid price from at least one independent broker obtained by an independent, third-party pricing agent or using the Funds' Fair Value Procedures, as described below. The prices of foreign securities are reported in local currency and converted to U.S. dollars using currency exchange rates. Prices for most securities held by the Funds are provided daily by recognized independent pricing agents. If a security's price cannot be obtained from an independent pricing agent, the Funds will value the securities using a bid price from at least one independent broker obtained by an independent, third-party pricing agent or using the Funds' Fair Value Procedures.

Securities held by a Fund 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 a Fund would receive if it sold the instrument, and the value of securities in the Fund can be expected to vary inversely with changes in prevailing interest rates.

Prices for most securities held by a Fund are provided daily by third-party independent pricing agents. SIMC or a Sub-Adviser, as applicable, reasonably believes that prices provided by independent pricing agents are reliable. However, there can be no assurance that such pricing service's prices will be reliable. SIMC or a Sub-Adviser, as applicable, will continuously monitor the reliability of prices obtained from any pricing service and shall promptly notify a Fund's administrator if it believes that a particular pricing service is no longer a reliable source of prices. The administrator, in turn, will notify the Fair Value Pricing Committee if it receives such notification from SIMC or a Sub-Adviser, as applicable, or if the administrator reasonably believes that a particular pricing service is no longer a reliable source for prices. The pricing services rely on a variety of information in making their determinations, particu larly on prices of actual market transactions as well as on trader quotations. However, the services may also use a matrix system to determine valuations, which system considers such factors as security prices, yields, maturities, call features, ratings and developments relating to specific securities in arriving at valuations.

The Fund's Pricing and Valuation Procedures provide that any change in a primary pricing agent or a pricing methodology requires prior approval by the Board of Trustees. However, when the change would not materially affect valuation of a Fund's net assets or involve a material departure in pricing methodology from that of the Fund's existing pricing agent or pricing methodology, Board approval may be obtained at the next regularly scheduled Board meeting.

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Securities for which market prices are not "readily available" or may be unreliable are valued in accordance with Fair Value Procedures established by the Funds' Board of Trustees. The Funds' Fair Value Procedures are implemented through a Fair Value Committee (the Committee) designated by the Funds' Board of Trustees. The Committee is currently composed of two members of the Board of Trustees, as well as representatives from SIMC and its affiliates.

Some of the more common reasons that may necessitate that a security be valued using Fair Value Procedures include: the security's trading has been halted or suspended, the security has been de-listed from a national exchange, the security's primary trading market is temporarily closed at a time when under normal conditions it would be open, or the security's primary pricing source is not able or willing to provide a price. When a security is valued in accordance with the Fair Value Procedures, the Committee will determine the value after taking into consideration relevant information reasonably available to the Committee. Examples of factors the Committee may consider are: the facts giving rise to the need to fair value, the last trade price, the performance of the market or the issuer's industry, the liquidity of the security, the size of the holding in a Fund, or any other appropriate information. The determination of a secur ity's fair value price often involves the consideration of a number of subjective factors, and is therefore subject to the unavoidable risk that the value assigned to a security may be higher or lower than the security's value would be if a reliable market quotation for the security was readily available.

The International Equity and Emerging Markets Equity Funds use a third-party fair valuation vendor. The vendor provides a fair value for foreign securities held by the International Equity and Emerging Markets Equity Funds based on certain factors and methodologies (involving, generally, tracking valuation correlations between the U.S. market and each non-U.S. security). Values from the fair value vendor are applied in the event that there is a movement in the U.S. market that exceeds a specific threshold that has been established by the Committee. The Committee has also established a "confidence interval" which is used to determine the level of historical correlation between the value of a specific foreign security and movements in the U.S. market before a particular security will be fair valued when the threshold is exceeded. In the event that the threshold established by the Committee is exceeded on a specific day, the Intern ational Equity and Emerging Markets Equity Funds shall value the non-U.S. securities in their portfolios that exceed the applicable "confidence interval" based upon the adjusted prices provided by the fair valuation vendor.

For securities that principally trade on a foreign market or exchange, a significant gap in time can exist between the time of a particular security's last trade and the time at which a Fund calculates its NAV. The closing prices of such securities may no longer reflect their market value at the time a Fund calculates NAV if an event that could materially affect the value of those securities (a Significant Event), including substantial fluctuations in domestic or foreign markets or occurrences not tied directly to the securities markets, such as natural disasters, armed conflicts, or significant governmental actions, has occurred between the time of the security's last close and the time that the Fund calculates NAV. A Fund may invest in securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares. As a result, the NAV of the Fund's shares may change on da ys when shareholders will not be able to purchase or redeem Fund shares.

A Significant Event may relate to a single issuer or to an entire market sector. If SIMC or a Sub-Adviser becomes aware of a Significant Event that has occurred with respect to a security or group of securities after the closing of the exchange or market on which the security or securities principally trade, but before the time at which the Fund calculates NAV, it may request that a Fair Value Committee meeting be called.

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In addition, the Funds' administrator monitors price movements among certain selected indices, securities and/or baskets of securities that may be an indicator that the closing prices received earlier from foreign exchanges or markets may not reflect market value at the time a Fund calculates NAV. If price movements in a monitored index or security exceed levels established by the administrator, the administrator notifies SIMC or a Sub-Adviser holding the relevant securities that such limits have been exceeded. In such event, SIMC or a Sub-Adviser makes the determination whether a Fair Value Committee meeting should be called based on the information provided.

MINIMUM PURCHASES

To purchase Class A Shares for the first time, you must invest at least $100,000 in any Fund with minimum subsequent investments of at least $1,000. A Fund may accept investments of smaller amounts at its discretion.

FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES

"Market timing" refers to a pattern of frequent purchases and sales of a Fund's shares, often with the intent of earning arbitrage profits. Market timing of the Funds could harm other shareholders in various ways, including by diluting the value of the shareholders' holdings, increasing Fund transaction costs, disrupting portfolio management strategy, causing the Funds to incur unwanted taxable gains, and forcing the Funds to hold excess levels of cash.

The Funds are intended to be long-term investment vehicles and are not designed for investors that engage in short-term trading activity (i.e., a purchase of Fund shares followed shortly thereafter by a redemption of such shares, or vice versa, in an effort to take advantage of short-term market movements). Accordingly the Board of Trustees has adopted policies and procedures on behalf of the Funds to deter short-term trading. These policies and procedures do not apply with respect to money market funds. The Transfer Agent will monitor trades in an effort to detect short-term trading activities. If, as a result of this monitoring, a Fund determines, in its sole discretion, that a shareholder has engaged in excessive short-term trading, it will refuse to process future purchases or exchanges into the Fund from that shareholder's account.

A shareholder will be considered to be engaging in excessive short-term trading in a Fund in the following circumstances:

i.  if the shareholder conducts four or more "round trips" in a Fund (other than a money market fund) in any twelve-month period. A round trip involves the purchase of shares of a Fund and subsequent redemption of all or most of those shares. An exchange into and back out of a Fund in this manner is also considered a round trip.

ii.  if a Fund determines, in its sole discretion, that a shareholder's trading activity constitutes excessive short-term trading, regardless of whether such shareholder exceeds the foregoing round trip threshold.

The Funds, in their sole discretion, also reserve the right to reject any purchase request (including exchange requests) for any reason without notice.

Judgments with respect to implementation of the Funds' policies are made uniformly and in good faith in a manner that the Funds believe is consistent with the best long-term interests of shareholders. When applying the Funds' policy, the Funds may consider (to the extent reasonably available) an investor's trading history in all SEI funds, as well as trading in accounts under common ownership, influence or control, and any other information available to the Funds.

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The Funds' monitoring techniques are intended to identify and deter short-term trading in the Funds. However, despite the existence of these monitoring techniques, it is possible that short-term trading may occur in the Funds without being identified. For example, certain investors seeking to engage in short-term trading may be adept at taking steps to hide their identity or activity from the Funds' monitoring techniques. Operational or technical limitations may also limit the Funds' ability to identify short-term trading activity.

While it is the Funds' intention that intermediaries trading in Fund shares will assist the Funds in enforcing the Funds' policies, certain intermediaries may be unable or unwilling to effectively enforce the Funds' trading or exchange restrictions. The Funds will monitor trading activity coming from such intermediaries and take reasonable steps to seek cooperation from any intermediary through which the Funds believe short-term trading activity is taking place.

Certain of the SEI funds are sold to participant-directed employee benefit plans. The Funds' ability to monitor or restrict trading activity by individual participants in a plan may be constrained by regulatory restrictions or plan policies. In such circumstances, the Funds will take such action, which may include taking no action, as deemed appropriate in light of all the facts and circumstances.

The Funds may amend these policies and procedures in response to changing regulatory requirements or to enhance the effectiveness of the program.

FOREIGN INVESTORS

The Funds do not generally accept investments by non-U.S. persons. Non-U.S. persons may be permitted to invest in a Fund subject to the satisfaction of enhanced due diligence.

CUSTOMER IDENTIFICATION AND VERIFICATION AND ANTI-MONEY LAUNDERING PROGRAM

Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. Accounts for the Funds are generally opened through other financial institutions or financial intermediaries. When you open your account through your financial institution or financial intermediary, you will have to provide your name, address, date of birth, identification number and other information that will allow the financial institution or financial intermediary to identify you. This information is subject to verification by the financial institution or financial intermediary to ensure the identity of all persons opening an account.

Your financial institution or financial intermediary is required by law to reject your new account application if the required identifying information is not provided. Your financial institution or intermediary may contact you in an attempt to collect any missing information required on the application, and your application may be rejected if they are unable to obtain this information. In certain instances, your financial institution or financial intermediary is required to collect documents, which will be used solely to establish and verify your identity.

The Funds will accept investments and your order will be processed at the NAV next determined after receipt of your application in proper form (or upon receipt of all identifying information required on the application). The Funds, however, reserve the right to close and/or liquidate your account at the then-current day's price if the financial institution or financial intermediary through which you open your account is unable to verify your identity. As a result, you may be subject to a gain or loss on Fund shares and will be subject to corresponding tax consequences.

34

SEI / PROSPECTUS

Customer identification and verification is part of the Funds' overall obligation to deter money laundering under Federal law. The Funds have adopted an Anti-Money Laundering Compliance Program designed to prevent the Funds from being used for money laundering or the financing of terrorist activities. In this regard, the Funds reserve the right to (i) refuse, cancel or rescind any purchase or exchange order; (ii) freeze any account and/or suspend account services; or (iii) involuntarily close your account in cases of threatening conduct or suspected fraudulent or illegal activity. These actions will be taken when, in the sole discretion of Fund management, they are deemed to be in the best interest of a Fund or in cases when a Fund is requested or compelled to do so by governmental or law enforcement authority. If your account is closed at the request of governmental or law enforcement authority, you may not receive proceeds of the redemption if a Fund is required to withhold such proceeds.

How to Sell Your Fund Shares

If you own your shares through an account with the Funds, 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 Funds receive your request or after the Funds' authorized intermediary receives your request if transmitted to the Funds in accordance with the Funds' procedures and applicable law.

RECEIVING YOUR MONEY

Normally, the Funds 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. You may arrange for your proceeds to be wired to your bank account.

REDEMPTIONS IN KIND

The Funds generally pay sale (redemption) proceeds in cash. However, under unusual conditions that make the payment of cash unwise (and for the protection of the Funds' remaining shareholders) the Funds 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 as with any redemption.

SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES

A Fund may suspend your right to sell your shares if the NYSE restricts trading, the Securities and Exchange Commission declares an emergency or for other reasons. More information about this is in the SAI.

TELEPHONE TRANSACTIONS

Purchasing and selling Fund shares over the telephone is extremely convenient, but not without risk. The Funds have certain safeguards and procedures to confirm the identity of callers and the authenticity of instructions. If the Funds follow these procedures, the Funds will not be responsible for any losses or costs incurred by following telephone instructions that the Funds reasonably believe to be genuine.

35

SEI / PROSPECTUS

Distribution of Fund Shares

SEI Investments Distribution Co. (SIDCo.) is the distributor of the shares of the Funds. SIDCo. receives no compensation for distributing the Funds' shares. The Funds are sold primarily through independent registered investment advisers, financial planners, bank trust departments and other financial advisors (Financial Advisors) who provide their clients with advice and services in connection with their investments in the SEI Funds. Many Financial Advisors are also associated with broker-dealer firms. SIMC and its affiliates, at their expense, may pay compensation to these broker-dealers or other financial institutions for marketing, promotional or other services. These payments may be significant to these firms, and may create an incentive for the firm or its associated Financial Advisors to recommend or offer shares of the SEI Funds to its customers rather than other funds or investment products. These payments are made by SIM C and its affiliates out of their past profits or other available resources. SIMC and its affiliates may also provide other products and services to Financial Advisors. For additional information, please see the Funds' SAI. You also can ask your Financial Advisor about any payments it receives from SIMC and its affiliates, as well as about fees it charges.

For Class A Shares, shareholder servicing fees, as a percentage of average daily net assets, may be up to 0.25%.

DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION

Portfolio holdings information for a Fund can be obtained on the Internet at the following address: http://www.seic.com/holdings_home.asp. (the Portfolio Holdings Website). Ten calendar days after each month end (the Disclosure Date), a list of the top ten portfolio holdings in each Fund as of the end of such month shall be made available on the Portfolio Holdings Website. Subsequently, a list of all portfolio holdings in each Fund shall be made available on the Portfolio Holdings Website on the first day of the month following the Disclosure Date. Beginning on the day after any portfolio holdings information is posted on the Portfolio Holdings Website, such information will be delivered directly to any person that requests it, through electronic or other means. The portfolio hold ings information placed on the Portfolio Holdings Website shall remain there until the first business day of the fifth month after the date to which the data relates, at which time it will be permanently removed from the site.

Additional information regarding the Funds' policy and procedures on the disclosure of portfolio holdings information is available in the SAI.

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SEI / PROSPECTUS

DIVIDENDS, DISTRIBUTIONS AND TAXES

Dividends and Distributions

The Funds distribute their investment income periodically as dividends to shareholders. It is the policy of the International Equity, Emerging Markets Equity and International Fixed Income Funds to pay dividends at least once annually. It is the policy of the Emerging Markets Debt Fund to pay dividends quarterly. The Funds make 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, local and foreign income taxes. Below, the Funds have summarized some important tax issues that affect the Funds and their shareholders. This summary is based on current tax laws, which may change.

At least annually, each Fund will distribute substantially all of its net investment income and its net realized capital gains, if any. The dividends and distributions you receive from the Funds 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 except to the extent they are designated as qualified dividend income. Dividends that are qualified dividend income are eligible for the reduced maximum rate to individuals of 15% (5% for individuals in lower tax brackets) to the extent that a Fund receives qualified dividend income and certain holding period requirements and other requirements are satisfied by you and by the Fund. Capital gains distributions are generally taxable at the rates applicable to long-term capital gains regardless of how long you have held your F und shares. Long-term capital gains are currently taxable at the maximum rate of 15%. Absent further legislation, the maximum 15% rate on qualified dividend income and long-term capital gains will cease to apply to taxable years beginning after December 31, 2010.

It is expected that distributions from the International Fixed Income and Emerging Markets Debt Funds will primarily consist of ordinary income and that distributions from these Funds will not be eligible for the lower tax rates applicable to qualified dividend income.

Each sale of Fund shares may be a taxable event. Currently, any capital gain or loss realized upon a sale of Fund shares is generally treated as long-term gain or loss if the shares have been held for more than one year. Capital gain or loss realized upon a sale of Fund shares held for one year or less is generally treated as short-term gain or loss, except that any capital loss on the sale of the Fund shares held for six months or less is treated as long-term capital loss to the extent that capital gain dividends were paid with respect to such Fund shares.

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 Funds.

Each Fund may elect to pass through to you your pro rata share of foreign income taxes paid by the Fund. The Funds will notify you if they make such election.

More information about taxes is in the Funds' SAI.

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SEI / PROSPECTUS

FINANCIAL HIGHLIGHTS

The tables that follow present performance information about Class A Shares of each Fund. This information is intended to help you understand each Fund's financial performance for the past five years. 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.

The information for the years ended September 30, 2006 and 2007 has been audited by KPMG LLP, an independent registered public accounting firm. Their report, along with each Fund's financial statements, appears in the annual report that accompanies the Funds' SAI. The information for the periods presented through September 30, 2005 has been audited by the Fund's previous independent auditors. You can obtain the annual report, which contains more performance information, at no charge by calling 1-800-DIAL-SEI.

FOR THE YEARS ENDED SEPTEMBER 30,
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

		Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses) on Securities			Total from Operations		Dividends from Net Investment Income			Distributions from Realized Capital Gains			Total Dividends and Distributions			Net Asset Value, End of Period		Total Return†			Net Assets End of Period ($ Thousands)		Ratio of Expenses to Average Net Assets*			Ratio of Expenses to Average Net Assets (Excluding Fees Paid Indirectly)**			Ratio of Expenses to Average Net Assets (Excluding Waivers and Fees Paid Indirectly)**			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate†
International Equity Fund
CLASS A
	2007	$	14.07	$	0.28	(1)	$	2.89	(1)	$	3.17	$	(0.47	)	$	(0.59	)	$	(1.06	)	$	16.18		23.56	%	$	4,032,236		1.32	%		1.33	%(2)(3)		1.33	%(2)		1.85	%		172	%
	2006		12.14		0.24	(1)		1.97	(1)		2.21		(0.28	)		—			(0.28	)		14.07		18.50			3,491,007		1.32	(2)		1.33	(2)		1.33	(2)		1.85			118
	2005		9.81		0.16	(1)		2.40	(1)		2.56		(0.23	)		—			(0.23	)		12.14		26.33			3,227,258		1.24			1.24			1.24			1.50			80
	2004		8.20		0.10	(1)		1.60	(1)		1.70		(0.09	)		—			(0.09	)		9.81		20.74			2,705,544		1.26			1.26			1.26			1.06			44
	2003		6.93		0.08	(1)		1.23	(1)		1.31		(0.04	)		—			(0.04	)		8.20		18.91			2,258,034		1.28			1.28			1.32			1.12			87
Emerging Markets Equity Fund
CLASS A
	2007	$	16.67	$	0.08	(1)	$	7.22	(1)	$	7.30	$	(0.08	)	$	(2.40	)	$	(2.48	)	$	21.49		48.27	%	$	1,777,229		1.97	%(3)		1.97	%(3)		2.05	%		0.44	%		79	%
	2006		15.94		0.11	(1)		2.32	(1)		2.43		(0.10	)		(1.60	)		(1.70	)		16.67		16.46			1,336,574		1.96			1.97			2.06			0.65			65
	2005		11.10		0.14	(1)		4.80	(1)		4.94		(0.10	)		—			(0.10	)		15.94		44.68			1,354,502		1.95			1.96			2.05			1.05			69
	2004		9.00		0.09	(1)		2.03	(1)		2.12		(0.02	)		—			(0.02	)		11.10		23.61			1,039,735		1.95			1.95			2.12			0.84			88
	2003		6.53		0.05	(1)		2.42	(1)		2.47		—			—			—			9.00		37.83			936,560		1.95			1.95			2.14			0.71			69

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SEI / PROSPECTUS

		Net Asset Value, Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses) on Securities			Total from Operations			Dividends from Net Investment Income			Distributions from Realized Capital Gains			Total Dividends and Distributions			Net Asset Value, End of Period		Total Return†			Net Assets End of Period ($ Thousands)		Ratio of Expenses to Average Net Assets*			Ratio of Expenses to Average Net Assets (Excluding Fees Paid Indirectly)**			Ratio of Expenses to Average Net Assets (Excluding Waivers and Fees Paid Indirectly)**			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate†
International Fixed Income Fund
CLASS A
	2007	$	10.86	$	0.36	(1)	$	(0.11	)(1)	$	0.25		$	(0.20	)	$	—		$	(0.20	)	$	10.91		2.34	%	$	808,742		1.02	%(3)		1.02	%(3)		1.04	%		3.29	%		215	%
	2006		11.72		0.28	(1)		(0.49	)(1)		(0.21	)		(0.34	)		(0.31	)		(0.65	)		10.86		(1.64	)		841,903		1.01			1.01			1.03			2.61			194
	2005		12.22		0.28	(1)		0.15	(1)		0.43			(0.89	)		(0.04	)		(0.93	)		11.72		3.01			880,923		1.00			1.00			1.04			2.24			145
	2004		12.45		0.28	(1)		0.63	(1)		0.91			(0.92	)		(0.22	)		(1.14	)		12.22		7.43			907,633		1.00			1.00			1.04			2.27			224
	2003		11.00		0.30	(1)		1.53	(1)		1.83			(0.33	)		(0.05	)		(0.38	)		12.45		17.05			865,698		1.00			1.00			1.06			2.60			216
Emerging Markets Debt Fund
CLASS A
	2007	$	11.28	$	0.60	(1)	$	0.47	(1)	$	1.07		$	(0.65	)	$	(0.66	)	$	(1.31	)	$	11.04		10.03	%	$	1,002,602		1.37	%(3)		1.37	%(3)		1.79	%		5.47	%		81	%
	2006		11.81		0.56	(1)		0.34	(1)		0.90			(0.80	)		(0.63	)		(1.43	)		11.28		8.68			828,343		1.36			1.36			1.78			5.03			108
	2005		10.74		0.66	(1)		1.31	(1)		1.97			(0.63	)		(0.27	)		(0.90	)		11.81		19.34			1,143,845		1.35			1.35			1.79			6.03			85
	2004		11.15		0.61	(1)		0.77	(1)		1.38			(0.66	)		(1.13	)		(1.79	)		10.74		13.97			765,483		1.35			1.35			1.79			5.91			77
	2003		8.12		0.78	(1)		3.01	(1)		3.79			(0.76	)		—			(0.76	)		11.15		49.15			565,237		1.35			1.35			1.80			7.98			127

* Includes Fees Paid Indirectly.

** The Funds may direct certain Fund trades to the Distributor who pays a portion of a Fund's expenses. Accordingly, the expenses reduced, which were used to pay third party expenses, and the effect on a Fund's expense ratio, as a percentage of the Fund's average daily net assets for the fiscal year ended September 30, 2007, can be found in the Statement of Operations section of the Funds' annual report.

† Returns and portfolio turnover rates are for the period indicated and have not been annualized. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

(1) Per share net investment income (loss) and net realized and unrealized gains/(losses) calculated using average shares.

(2) The expense ratio includes interest expense on reverse repurchase agreements. Had this expense been included, the ratio for Class A shares would have been 1.24%.

(3) The expense ratio includes overdraft fees. Had this expense been excluded, the ratios would have been 1.32%, 1.96%, 1.01% and 1.36% for the International Equity Fund, the Emerging Markets Equity Fund, the International Fixed Income Fund and the Emerging Markets Debt Fund, respectively.

Amounts designated as "—" are either $0 or have been rounded to $0.

39

Notes:

Notes:

Notes:

Notes:

Notes:

More information about the Funds is available without charge through the following:

Statement of Additional Information (SAI)

The SAI dated January 31, 2008 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 list the Funds' holdings and contain information from the Funds' managers about Fund strategies, and market conditions and trends and their impact on Fund performance. The reports also contain detailed financial information about the Funds.

To Obtain an SAI, Annual or Semi-Annual Report, or More Information:

By Telephone:	Call 1-800-DIAL-SEI
By Mail:	Write to the Funds at: One Freedom Valley Drive Oaks, PA 19456
By Internet:	http://www.seic.com

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 1-202-551-8090). 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.

SEI Institutional International Trust's Investment Company Act registration number is 811-05601.

SEI-F-095 (1/08)

SEI Institutional International Trust

Prospectus as of January 31, 2008

International Equity Fund
Emerging Markets Equity Fund
International Fixed Income Fund
Emerging Markets Debt Fund
Class A

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.

SEI / PROSPECTUS

SEI INSTITUTIONAL INTERNATIONAL TRUST

About This Prospectus

SEI Institutional International Trust is a mutual fund family that offers different classes of shares in separate investment portfolios. The portfolios 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 (the 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:

Principal Investment Strategies and Risks, Performance Information and Expenses	3
More Information About Fund Investments	9
Investment Adviser and Sub-Advisers	9
Purchasing and Selling Fund Shares	13
Disclosure of Portfolio Holdings Information	19
Dividends, Distributions and Taxes	20
Financial Highlights	21
How to Obtain More Information About SEI Institutional International Trust	Back Cover

SEI / PROSPECTUS

Global Asset Allocation

The Fund has its own distinct risk and reward characteristics, investment objective, policies and strategies. In addition to managing the Fund, SEI Investments Management Corporation (SIMC or the Adviser) constructs and maintains global asset allocation strategies for certain clients, and the Fund is 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 the Fund and other funds that are part of the allocation strategies varies, as does the investment risk/return potential represented by the Fund and the other funds. Because of the historical lack of correlation among various asset classes, an investment in the Fund along with other funds representing a range of asset classes as part of a global asset allocation strategy may reduce the strategy's overall level of volatility. As a result, a global asset allocatio n strategy may reduce risk.

In managing the Fund, SIMC focuses on four key principles: asset allocation, portfolio structure, the use of 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 focuses on a specific asset class. SIMC then oversees a network of managers who invest the assets of the Fund in distinct segments of the market or class represented by the Fund. These 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 managers for the Fund to ensure it does not deviate from its stated investment philosophy or p rocess.

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 SIMC and one or more sub-advisers (each a Sub-Adviser and, together, the Sub-Advisers) who manage portions of 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 of Trustees. Still, investing in the Fund involves risk and there is no guarantee that the Fund will achieve its goal. SIMC and the Sub-Advisers make judgments about securities markets, the economy and 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 jo b SIMC and the Sub-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 other 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 and other issuers. These price movements, sometimes called volatility, may be greater or lesser depending on the types of securities the Fund owns and the markets in which those securities 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 will depend on how widely the Fund diversifies its holdings.

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SEI / PROSPECTUS

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 U.S. dollar may affect (positively or negatively) the value of the 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.

2

SEI / PROSPECTUS

INTERNATIONAL EQUITY FUND

Fund Summary

Investment Goal:  Long-term capital appreciation

Share Price Volatility:  Medium to high

Principal Investment Strategy:  Utilizing multiple sub-advisers, the Fund invests in equity securities of foreign companies

Investment Strategy

Under normal circumstances, the International Equity Fund will invest at least 80% of its net assets in equity securities. The Fund will invest primarily in common stocks and other equity securities of issuers of all capitalization ranges that are located in at least three countries other than the United States. It is expected that at least 40% of the Fund's assets will be invested outside the U.S. The Fund will invest primarily in companies located in developed countries outside of the U.S., but may also invest in companies located in emerging markets. Generally, the Fund will invest less than 20% of its assets 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. Certain Sub-Advisers will seek to achieve returns in excess of an international equity benchmark, the Morgan Stanley Capital International (MSCI) EAFE Index. This allocation among investment strategies aims to diversify the sources from which certain Sub-Advisers seek to achieve excess returns (i.e., returns in excess of a benchmark index or "alpha"). While the Fund is expected to have an absolute return and risk profile similar to the international equity benchmark, returns may be derived in part from investing significant portions of the Fund in securities other than international equity securities, including equity derivatives, foreign currency forwards and short-term fixed income securities.

Certain Sub-Advisers use portfolio strategies that are designed to correlate with a portfolio of international equity securities, but which are composed of derivative instruments backed by other types of securities, including, but not limited to, underlying equity or equivalent securities that can be used as collateral. These portfolio strategies are included in the Fund's principal investment strategy described above. The Sub-Advisers purchase derivatives, generally using only a fraction of the assets that would be needed to purchase the equity securities directly, so that the remainder of the assets in a portfolio may be invested in other types of securities. Therefore, a Sub-Adviser would seek to outperform an international equity benchmark by purchasing derivatives correlated to a broad international equity index, and investing the remaining assets in other types of securities to add excess return. This portion of the Fund's assets may be invested in a wide range of asset classes other than international equities. Pursuant to a derivatives strategy, the Fund may invest in foreign corporate and government fixedincome securities of different types and maturities, including mortgage-backed or other asset-backedsecurities, securities rated below investment grade (junk bonds), and repurchase or reverse repurchase agreements. In managing the Fund's currency exposure for foreign securities, the Sub-Advisers may buy and sell currencies for hedging or for speculative purposes. The amount of the Fund's portfolio that may be allocated to derivative strategies is expected to vary over time.

3

SEI / PROSPECTUS

The Sub-Advisers seek to enhance the Fund's return by actively managing the Fund's foreign currency exposure. Less than 10% of the Fund's notional market value will be used to actively manage the Fund's foreign currency exposure. In managing the Fund's currency exposure, the Sub-Advisers buy and sell currencies (i.e., take long or short positions) using futures, foreign currency forward contracts and other derivatives. The Fund may take long and short positions in foreign currencies in excess of the value of the Fund's assets denominated in a particular currency or when the Fund does not own assets denominated in that currency. The Fund may also engage in currency transactions in an attempt to take advantage of certain inefficiencies in the currency exchange market, to increase th eir exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another.

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.

Investing in issuers located in foreign countries poses distinct risks since political and economic eventsunique 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 the 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 po litical turmoil and rapid changes in economic conditions are more likely to occur in these countries.

Emerging market countries are countries that the World Bank or the United Nations considers to be emerging or developing. Emerging market countries may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and unreliable securities valuation. It is sometimes difficult to obtain and enforce court judgments in such countries and there is often a greater potential for nationalization and/or expropriation of assets by the government of an emerging market country. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the Fund's investments in emerging market countries, which may be magnif ied by currency fluctuations relative to the U.S. dollar.

Derivatives are instruments that derive their value from an underlying security, financial asset or an index. Examples of derivative instruments include futures contracts, options, forward contracts and swaps. The primary risk of derivative instruments is that changes in the market value of securities held by the Fund, and of the derivative instruments relating to those securities, may not be proportionate. There may not be a liquid market for the Fund to sell a derivative instrument, which could result in

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difficulty closing the position, and certain derivative instruments can magnify the extent of losses incurred due to changes in market value of the securities to which they relate. In addition, some derivative instruments are subject to counterparty risk. If the counterparty defaults on its payment obligations to the Fund, the default will cause the value of your investment in the Fund to decrease.

For derivative strategies, the assets backing the derivatives will generally be entirely different from the Fund's primary investments (i.e., equity securities and derivatives based on the Fund's benchmark index). For example, the Sub-Advisers may use various fixed income securities, including high yield (junk bond) and foreign fixed income securities, currencies, derivatives and other equity securities in order to seek to enhance the Fund's returns over the returns of the Fund's benchmark. These strategies expose the Fund to the risk that its portfolio of derivatives may not properly track the performance of the Fund's benchmark index. They also expose the Fund to the risks of investing in asset classes that are different from the benchmark index (i.e., international equity securities), and the Fund would underperform its benchmark index to the extent that the Fund's investments in other asset classes decline in value.

The prices of the Fund's fixed income securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers, including governments and their agencies. Generally, the Fund's fixed income securities will decrease in value if interest rates rise and vice versa, and the volatility of lower-rated securities is even greater than that of higher-rated securities. Also, longer-term securities are generally more volatile, so the duration or interest rate sensitivity of these securities affects risk. Corporate fixed income securities are fixed income securities issued by public and private businesses. Corporate fixed income securities respond to economic developments, especially changes in interest rates, as well as perceptions of the creditworthiness and business prospects of individual issuers. Corporate fixedincome securities are subject to the risk that the issuer may not be able to pay interest or, ultimately, to repay principal upon maturity. Interruptions or delays of these payments could adversely affect the market value of the security. In addition, due to lack of uniformly available information about issuers or differences in the issuers' sensitivity to changing economic conditions, it may be difficult to measure the credit risk of corporate securities.

Junk bonds involve greater risks of default or downgrade and are more volatile than investment grade securities. Junk bonds involve greater risk of price declines than investment grade securities due to actual or perceived changes in an issuer's creditworthiness. In addition, issuers of junk bonds may be more susceptible than other issuers to economic downturns. Junk bonds are subject to the risk that the issuer may not be able to pay interest or dividends and ultimately to repay principal upon maturity. Discontinuation of these payments could substantially adversely affect the market value of the security. The volatility of junk bonds, particularly those issued by foreign government countries, is even greater since the prospects for repayment of principal and interest of many of these securities is speculative. Some may even be in default. As an incentive to invest in these risky securities, they tend to offer higher returns.

The Fund may purchase shares of exchange-traded funds (ETFs) to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities directly. ETFs are investment companies whose shares are bought and sold on a securities exchange. ETFs invest in a portfolio of securities designed to track a particular market segment or index. ETFs, like mutual funds, have expenses associated with their operation, including advisory fees. When the Fund invests in an ETF, in

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addition to directly bearing expenses associated with its own operations, it will bear a pro rata portion of the ETF's expenses. The risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, although lack of liquidity in an ETF could result in its value being more volatile than the underlying portfolio of securities. In addition, because of ETF expenses, compared to owning the underlying securities directly, it may be more costly to own an ETF.

The Fund takes active positions in currencies, which involves different techniques and risk analyses than the Fund's purchase of equity securities. Currency exchange rates may fluctuate in response to factors extrinsic to that country's economy, which makes the forecasting of currency market movements extremely difficult. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments, central banks or supranational entities such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. These can result in losses to the Fund if it is unable to deliver or receive currency or funds in settlement of obligations and could also cause hedges it has entered into to be rendered useless, resulting i n full currency exposure as well as incurring transaction costs.

Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and additional capital gains tax liabilities.

The Fund is also subject to the risk that developed international equity securities may underperform other segments of the equity markets or the equity markets as a whole.

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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 I Shares from year to year for ten years. However, the Fund's Class I Shares commenced operations on January 4, 2002. Therefore, performance for the periods prior to January 4, 2002 is calculated using the performance of the Fund's Class A Shares adjusted for the higher expenses of the Class I Shares. The performance information shown is based on full calendar years.

Best Quarter: 20.87% (12/31/99)

Worst Quarter: -20.34% (09/30/02)

  

This table compares the Fund's average annual total returns for Class I Shares for the periods ended December 31, 2007 to those of the Morgan Stanley Capital International (MSCI) EAFE Index. However, as noted above, the Fund's Class I Shares commenced operations on January 4, 2002. Therefore, the Fund's average annual total returns for the periods prior to that time are based on the average total returns of the Class A Shares, adjusted for the higher expenses of the Class I Shares.

International Equity Fund — Class I Shares	1 Year			5 Years			10 Years			Since Inception*
Return Before Taxes		6.69	%		18.95	%		7.59	%		5.87	%
Return After Taxes on Distributions**		3.20	%		17.60	%		6.63	%		4.64	%
Return After Taxes on Distributions and Sale of Fund Shares**		5.86	%		16.26	%		6.25	%		4.47	%
MSCI EAFE Index Return (reflects no deduction for fees, expenses or taxes)***		11.17	%		21.59	%		8.66	%		6.23	%

* The performance presented links the performance of the Class I Shares from January 4, 2002 with the performance of the Class A Shares on December 20, 1989. Class A Shares performance has been adjusted to reflect the higher expenses of Class I Shares. Index returns shown from December 31, 1989.

** After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

*** 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 MSCI EAFE Index is a widely-recognized, capitalization-weighted (companies with larger market capitalizations have more influence than those with smaller capitalizations) index of 1,010 securities listed on the stock exchanges of developed market countries in Europe, Australasia and the Far East.

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Fund Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold Fund shares.

ANNUAL FUND OPERATING EXPENSES

(Expenses deducted from Fund assets)	Class I Shares
Investment Advisory Fees		0.51	%
Distribution (12b-1) Fees		None
Other Expenses		1.07	%
Acquired Fund Fees and Expenses		0.00	%*
Total Annual Fund Operating Expenses		1.58	%**

* Represents less than one basis point. Acquired Fund Fees and Expenses (AFFE) reflect the estimated amount of the fees and expenses that will be incurred indirectly by the Fund through its investments in underlying funds during the current fiscal year.

** In the future, if the Fund's "Total Annual Fund Operating Expenses" increase, the Adviser may waive a portion of the fees in order to keep total operating expenses (exclusive of interest from borrowings, brokerage commissions, taxes and extraordinary expenses not incurred in the ordinary course of the Fund's business) at a specified level. The Adviser may discontinue all or part of this waiver at any time.

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, Fund operating expenses remain the same, and you reinvest all dividends and distributions. For purposes of calculating the Example, the Fund's fees are equal to the "Total Annual Fund Operating Expenses" figure in the table above. 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		5 Years		10 Years
International Equity Fund — Class I Shares	$	161	$	499	$	860	$	1,878

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MORE INFORMATION ABOUT FUND INVESTMENTS

This prospectus describes the Fund's primary investment strategies. However, the Fund may also 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 in this prospectus are those that SIMC and 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 other short-term obligations that would not ordinarily be consistent with the Fund's objectives. The Fund will do so only if SIMC or the 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

SIMC acts as the manager of managers of the 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 the 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, located at One Freedom Valley Drive, Oaks, Pennsylvania 19456, serves as the Adviser to the Fund. As of December 31, 2007, SIMC had more than $91.3 billion in assets under management. For the fiscal year September 30, 2007, SIMC received investment advisory fees (after fee waivers) as a percentage of the Fund's net assets, at the annual rate of 0.51%.

A discussion regarding the basis of the Board of Trustees' approval of the Fund's Investment Advisory and Sub-Advisory Agreements is available in the Fund's annual report, which covers the period October 1, 2006 through September 30, 2007.

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Sub-Advisers and Portfolio Managers

INTERNATIONAL EQUITY FUND:

AllianceBernstein L.P.: AllianceBernstein LP (formerly known as Alliance Capital Management L.P.) (AllianceBernstein) located at 1345 Avenue of the Americas, New York, New York 10105, serves as a Sub-Adviser to the International Equity Fund. A team of investment professionals manages the portion of the International Equity Fund's assets allocated to AllianceBernstein. The team consists of Sharon Fay, Kevin Simms, Giulio Martini and Henry D'Auria. Ms. Fay was appointed Chief Investments Officer of Global Value Equities in 2003 and is responsible for the oversight of all portfolio management and research relating to cross-border and non-U.S. value investment portfolios and also chairing the GlobalValue Investme nt Policy Group. Ms. Fay joined Bernstein, a unit of AllianceBernstein, in 1990. Mr. Simms was named Co-Chief Investments Officer of International Value Equities in 2003, and is Director of Research for Global and International Value Equities, a position he has held since 2000. Mr. Simms joined Bernstein in 1992. In September 2005, Mr. Martini was appointed to head the newly created currency team. Previously, Mr. Martini was appointed to head the newly created quantitative strategies team within the value-equities unit and was named Chief International Economist in 1992. He continues to work with international and global value clients and as the lead person shaping currency-management tools and strategies in the cross-border value services. Mr. Martini joined Bernstein in 1985. Mr. D'Auria was named Co-Chief Investments Officer of International Value Equities in 2003, adding to his responsibilities as Chief Investments Officer of Emerging Markets Value Equities, which he assumed in 2002. Mr. D'Auria was one of the chief architects of Bernstein's global research department, which he managed from 1998 through 2002. Mr. D'Auria joined the firm in 1991.

AXA Rosenberg Investment Management LLC: AXA Rosenberg Investment Management LLC (AXA Rosenberg), located at 4 Orinda Way, Building E, Orinda, California 94563, serves as a Sub-Adviser to the International Equity Fund. Dr. William Ricks, the firm's Chief Investment Officer and Chief Executive Officer, has overall responsibility for the day-to-day management of the portion of the International Equity Fund's assets allocated to AXA Rosenberg. He oversees the investment process, trading, operations, portfolio engineering and portfolio construction. Dr. Ricks has been with AXARosenberg since 1989.

Capital Guardian Trust Company: Capital Guardian Trust Company (CGTC), located at 333 South Hope Street, 55th Floor, Los Angeles, California 90071, serves as a Sub-Adviser to the International Equity Fund. A team of investment professionals manages the portion of the International Equity Fund's assets allocated to CGTC. This team consists of David I. Fisher, Arthur J. Gromadzki, RichardN.Havas, Seung Kwak, Nancy J. Kyle, John M.N. Mant, Lionel M. Sauvage, Nilly Sikorsky and Rudolf M.Staehelin, who are each responsible for investment management decisions for their particular segments of the portfolio. Mr. Fisher has been with the firm for 37 years. He has served as Chairman of CGTC'sBoard since 1997 and has also been a Portfolio Manager during the past 5 years. Mr. Sauvage, a Director and Senior Vice President, has been with the firm for 19 years. He has been a PortfolioManager at CGTC for more than 5 years and has 19 years of investment experience. Ms.Kyle has been with the firm for 15 years. She has served as Vice-Chairman since September 2003 and prior to that served as Senior Vice President beginning in 1991. Mr. Gromadzki, Mr. Havas, Mr. Kwak, Mr. Mant, Ms.Sikorsky and Mr. Staehelin have all been Portfolio Managers selecting equity securities at CGTC for 20, 20, 4, 16, 44 and 25 years, respectively. Prior to joining CGTC, Mr. Kwak was employed by Zurich Scudder Investments as a Portfolio Manager selecting Japanese equity securities for 17 years.

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Fuller & Thaler Asset Management, Inc.: Fuller & Thaler Asset Management, Inc. (Fuller & Thaler), located at 411 Borel Avenue, Suite 300, San Mateo, California 94402, serves as a Sub-Adviser to the International Equity Fund. Joseph S. Leung, CFA, Fuller & Thaler's Senior Vice President and Head of International Strategies, manages the portion of the International Equity Fund's assets allocated to Fuller & Thaler and is responsible for the planning, development and management of the firm's international and global strategies. Prior to joining the firm in 2002, Mr. Leung worked for AXARosenberg Investment Management Inc., in its U.S. and U.K. offices where he served most recently as an Execu tive Director on the AXA Rosenberg London Board and as Chief Investment Officer at AXARosenberg Investment Management, Inc. in London. Mr. Leung is a director and shareholder of Fuller & Thaler.

McKinley Capital Management, Inc.: McKinley Capital Management, Inc. (McKinley Capital), located at 3301 C Street, Suite 500, Anchorage, Alaska 99503, serves as a Sub-Adviser to the International Equity Fund. A team of investment professionals led by Robert B. Gillam manages the portion of the International Equity Fund's assets allocated to McKinley Capital. The team consists of Robert B. Gillam, Robert A. Gillam, Greg Samorajski, Frederic Parke, Sheldon Lien, Brandon Rinner, Paul Hanson and Forrest Badgley, who are all responsible for all aspects of the day-to-day decisions regarding investments. Robert B. Gillam, McKinley Capital's President & Chief Investment Officer, has been a Portfolio Manager at McKinley Capital since its inception in 1990 and has over 37 years of investment experience. Robert A. Gillam has been a Portfolio Manager at McKin ley Capital since 1994 and has over 14 years of investment experience. Mr. Samorajski has been a Portfolio Manager at McKinley Capital since 1997 and has over 26 years of investment experience. Mr. Parke has been a Portfolio Manager at McKinley Capital since 1997 and has over 23 years of investment experience. Mr. Lien has been a Portfolio Manager at McKinley Capital since 1996 and has over 12 years of investment experience. Mr. Rinner has been a Portfolio Manager at McKinley Capital since 1998 and has over 10 years of investment experience. Mr. Hanson has been a Portfolio Manager at McKinley Capital since 2000 and has over 10 years of investment experience. Mr. Badgley has been a Portfolio Manager at McKinley Capital since 2006 and has over 11 years of investment experience. Prior to joining McKinley in 2004 as a Research Analyst, he worked on the currency futures trading desk for Aspire Trading for 2 years.

Quantitative Management Associates LLC: Quantitative Management Associates LLC (QMA), located at Gateway Center 2, McCarter Highway and Market Street, Newark, New Jersey 07102, serves as a Sub-Adviser to the International Equity Fund. A team of investment professionals at QMA manages the portion of the International Equity Fund's assets allocated to QMA. The members of the team with primary responsibility for managing the assets allocated to QMA are Margaret Stumpp, PhD, JohnVanBelle, PhD and Peter Xu, PhD. Ms. Stumpp, Chief Investment Officer, is responsible for por tfolio management and investment strategy for the International Equity Fund and is portfolio manager for QMA's enhanced index equity portfolios for institutional investors and mutual fund clients. Ms. Stumpp is also extensively involved in quantitative research in asset allocation, security selection and portfolio construction for QMA. Ms. Stumpp joined QMA's predecessor, Prudential Investment Management, Inc. (PIM) in 1987. Mr. Van Belle, Managing Director, is responsible for portfolio management and investment strategy for the International Equity Fund and manages global and non-U.S. equity portfolios, and leads QMA's international team. Mr. Van Belle joined PIM in 1983. Mr. Xu, Managing Director, is responsible for portfolio management and investment research for the International Equity Fund and conducts equity market research, the results of which are used in the stock selection process for all of QMA's quantitative core equity portfolios. Mr. Xu joined PIM in 1997.

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Record Currency Management Limited: Record Currency Management Limited (RCM), located at 1stFloor, Morgan House, Madeira Walk, Windsor, Berkshire, SL4 1EP, United Kingdom, serves as a Sub-Adviser to the International Equity Fund. The portfolio managers who are responsible for managing the portion of the International Equity Fund's assets allocated to RCM are Bob Noyen, MBA, PeterWakefield, MA, Robert Bloom, MSc, Dimitri Tikhonov, CFA, MBA, PhD, Ian Harrison, MA and CarlBeckley. These individuals are collectively responsible for portfolio design, risk budget optimization, performance analysis and attribution and communication on all aspects of account design and portfolio performance. Mr. Noyen, a Managing Director and Chief Investment Officer, joined the firm in 1999 as Chief Investment Officer and became a Managing Director in 2000. Mr. Wakefield, a Managing Director and COO, also joined the firm in 1999 as Director of Product Strategy Consultancy and became a Managing Director in 2006. Mr. Bloom, a Director and Portfolio Manager, joined the firm in 2004. Before joining RCM, Mr. Bloom was a director and head of risk management of global foreign exchange trading at Citigroup since 2001. Mr. Tikhonov, a Director and Portfolio Manager, joined the firm in 2002 as a Quantitative Research Financial Analyst. He was appointed Associate Director of Research in early 2005 and transferred to Associate Director of Portfolio Management lat er that same year. Mr. Tikhonov was made a Director of Portfolio Management in 2006. Before joining RCM, Mr. Tikhonov received his MBA from Cambridge University, UK (2001-2002) and attended the Chartered Financial Analyst Program (2003-2005). Mr. Harrison, a Director and Portfolio Manager, joined the firm in 1989. Mr. Beckley is a Director and Portfolio Manager for the firm. Prior to joining RCM, Mr. Beckley was the Director of Research and Development for FTSE Group from 2000 until joining RCM in 2006.

Smith Breeden Associates, Inc.: Smith Breeden Associates, Inc. (Smith Breeden) located at 100 Europa Drive, Suite 200, Chapel Hill, North Carolina 27517, serves as a Sub-Adviser to the International Equity Fund. TimCunneen, CFA, a Senior Portfolio Manager, and Daniel Dektar, ChiefInvestment Officer, manage the portion of the International Equity Fund's assets allocated to Smith Breeden. Mr. Cunneen joined Smith Breeden in 1998 and has 14 years of investment experience. He has served as a portfolio manager at Smith Breeden for the past 5 years. Mr. Dektar joined Smith Breeden in 1986 and has 24 years of investment experience. He has served as the Chief Investment Officer at Smith Breeden for the past 5 years.

The SAI provides additional information about the portfolio managers' compensation, other accounts they manage and their ownership, if any, of securities in the Fund.

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PURCHASING AND SELLING FUND SHARES

This section tells you how to purchase and sell (sometimes called "redeem") Class I Shares of the Fund. The Fund offers Class I Shares only to financial institutions and intermediaries for their own or their customers' accounts.

For information on how to open an account and set up procedures for placing transactions,call1-800-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.

Financial institutions and intermediaries may purchase Class I Shares by placing orders with the Fund's transfer agent (the Transfer Agent) or its authorized agent. Institutions and intermediaries that use certain SEI proprietary systems may place orders electronically through those systems. Generally, cash investments must be transmitted or delivered in federal funds to the Fund's wire agent by the close of business on the dayafter the order is placed. However, in certain circumstances the Fund at its discretion may allow purchases to settle (i.e., receive final payment) at a later date in accordance with the Fund's procedures and applic able law. The Fund reserves the right to refuse any purchase requests, particularly those that the Fund reasonably believes may not be in the best interests of the Fund or its shareholders and could adversely affect the Fund or its operations. This includes those from any individual or group who, in the Fund's view, is likely to engage in excessive trading (usually defined as four or more "round trips" in a fund in any twelve month period). For more information regarding the Fund's policy and procedures related to excessive trading, please see "Frequent Purchases and Redemptions of Fund Shares" below.

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 these financial institutions at an earlier time for your transaction to become effective that day. This allows these financial institutions 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 executed at the net asset value per share (NAV) next determined after the intermediary receives the request if transmitted to the Fund in accordance with the Fund's procedures and applicable law. 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 these financial institutions, you should contact these financial institutions directly. Investors may be charged a fee for purchase and/or redemption transactions effectuated through certain broker-dealers or other financial intermediaries.

The Fund is open for business each day the NYSE is open (a Business Day). The Fund calculates its NAV once each Business Day as of the close of normal trading on the NYSE (normally, 4:00 p.m. EasternTime). So, for you to receive the current Business Day's NAV, generally the Fund (or an authorized agent) must receive your purchase order in proper form before 4:00 p.m. Eastern Time. The Fund will not accept orders that request a particular day or price for the transaction or any other special conditions.

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PRICING OF FUND SHARES

NAV for one Fund share is the value of that share's portion of the net assets of the Fund. In calculating NAV, the Fund generally values its investment portfolio at market price.

When valuing portfolio securities, the Fund values securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (other than securities traded on NASDAQ) at the last quoted sale price on the primary exchange or market (foreign or domestic) on which the securities are traded, or, if there is no such reported sale, at the most recent quoted bid price. The Fund values securities traded on NASDAQ at the NASDAQ Official Closing Price. If such prices are not readily available or are determined to be unreliable, the Fund will value the security using a bid price from at least one independent broker obtained by an independent, third-party pricing agent or using the Fund's Fair Value Procedures, as described below. The prices of foreign securities are reported in local currency and converted to U.S. dollars using currency exchange rates. Prices for most securities held by the Fund are provided daily by recognized independent pricing agents. If a security's price cannot be obtained from an independent pricing agent, the Fund will value the securities using a bid price from at least one independent broker obtained by an independent, third-party pricing agent or using the Fund's Fair Value Procedures.

Securities held by the Fund 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 Fund would receive if it sold the instrument, and the value of securities in the Fund can be expected to vary inversely with changes in prevailing interest rates.

Prices for most securities held by the Fund are provided daily by third-party independent pricing agents. SIMC or one of the Sub-Advisers, as applicable, reasonably believes that prices provided by independent pricing agents are reliable. However, there can be no assurance that such pricing service's prices will be reliable. SIMC or one of the Sub-Advisers, as applicable, will continuously monitor the reliability of prices obtained from any pricing service and shall promptly notify the Fund's administrator if it believes that a particular pricing service is no longer a reliable source of prices. The administrator, in turn, will notify the Fair Value Pricing Committee if it receives such notification from SIMC or one of the Sub-Advisers, as applicable, or if the administrator reasonably believes that a particular pricing service is no longer a reliable source for prices. The pricing services rely on a variety of information in ma king their determinations, particularly on prices of actual market transactions as well as on trader quotations. However, the services may also use a matrix system to determine valuations, which system considers such factors as security prices, yields, maturities, call features, ratings and developments relating to specific securities in arriving at valuations.

The Fund's Pricing and Valuation Procedures provide that any change in a primary pricing agent or a pricing methodology requires prior approval by the Board of Trustees. However, when the change would not materially affect valuation of the Fund's net assets or involve a material departure in pricing methodology from that of the Fund's existing pricing agent or pricing methodology, Board approval may be obtained at the next regularly scheduled Board meeting.

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Securities for which market prices are not "readily available" or may be unreliable are valued in accordance with Fair Value Procedures established by the Fund's Board of Trustees. The Fund's FairValue Procedures are implemented through a Fair Value Committee (the Committee) designated by the Fund's Board of Trustees. The Committee is currently composed of two members of the Board of Trustees, as well as representatives from SIMC and its affiliates.

Some of the more common reasons that may necessitate that a security be valued using Fair Value Procedures include: the security's trading has been halted or suspended, the security has been de-listed from a national exchange, the security's primary trading market is temporarily closed at a time when under normal conditions it would be open, or the security's primary pricing source is not able or willing to provide a price. When a security is valued in accordance with the Fair Value Procedures, the Committee will determine the value after taking into consideration relevant information reasonably available to the Committee. Examples of factors the Committee may consider are: the facts giving rise to the need to fair value, the last trade price, the performance of the market or the issuer's industry, the liquidity of the security, the size of the holding in the Fund, or any other appropriate information. The determination of a sec urity's fair value price often involves the consideration of a number of subjective factors, and is therefore subject to the unavoidable risk that the value assigned to a security may be higher or lower than the security's value would be if a reliable market quotation for the security was readily available.

The Fund uses a third-party fair valuation vendor. The vendor provides a fair value for foreign securities held by the Fund based on certain factors and methodologies (involving, generally, tracking valuation correlations between the U.S. market and each non-U.S. security). Values from the fair value vendor are applied in the event that there is a movement in the U.S. market that exceeds a specific threshold that has been established by the Committee. The Committee has also established a "confidence interval" which is used to determine the level of historical correlation between the value of a specific foreign security and movements in the U.S. market before a particular security will be fair valued when the threshold is exceeded. In the event that the threshold established by the Committee is exceeded on a specific day, the Fund shall value the non-U.S. securities in its portfolio that exceed the applicable "confidence interval " based upon the adjusted prices provided by the fair valuation vendor.

For securities that principally trade on a foreign market or exchange, a significant gap in time can exist between the time of a particular security's last trade and the time at which the Fund calculates its NAV. The closing prices of such securities may no longer reflect their market value at the time the Fund calculates NAV if an event that could materially affect the value of those securities (a Significant Event), including substantial fluctuations in domestic or foreign markets or occurrences not tied directly to the securities markets, such as natural disasters, armed conflicts, or significant governmental actions, has occurred between the time of the security's last close and the time that the Fund calculates NAV. The Fund may invest in securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares. As a result, the NAV of the Fund's shares may change on days when shareholders will not be able to purchase or redeem Fund shares.

A Significant Event may relate to a single issuer or to an entire market sector. If SIMC or a Sub-Adviser becomes aware of a Significant Event that has occurred with respect to a security or group of securities after the closing of the exchange or market on which the security or securities principally trade, but before the time at which the Fund calculates NAV, it may request that a Fair Value Committee meeting be called. In addition, the Fund's administrator monitors price movements among certain selected indices, securities and/or baskets of securities that may be an indicator that the closing prices received

15

SEI / PROSPECTUS

earlier from foreign exchanges or markets may not reflect market value at the time the Fund calculates NAV. If price movements in a monitored index or security exceed levels established by the administrator, the administrator notifies SIMC or a Sub-Adviser that such limits have been exceeded. In such event, SIMC or a Sub-Adviser makes the determination whether a Fair Value Committee meeting should be called based on the information provided.

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.

FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES

"Market timing" refers to a pattern of frequent purchases and sales of the Fund's shares, often with the intent of earning arbitrage profits. Market timing of the Fund could harm other shareholders in various ways, including by diluting the value of the shareholders' holdings, increasing Fund transaction costs, disrupting portfolio management strategy, causing the Funds to incur unwanted taxable gains, and forcing the Funds to hold excess levels of cash.

The Fund is intended to be a long-term investment vehicle and is not designed for investors that engage in short-term trading activity (i.e., a purchase of Fund shares followed shortly thereafter by a redemption of such shares, or vice versa, in an effort to take advantage of short-term market movements). Accordingly, the Board of Trustees has adopted policies and procedures on behalf of the Fund to deter short-term trading. These policies and procedures do not apply with respect to money market funds. The Transfer Agent will monitor trades in an effort to detect short-term trading activities. If, as a result of this monitoring, the Fund determines, in its sole discretion, that a shareholder has engaged in excessive short-term trading, it will refuse to process future purchases or exchanges into the Fund from that shareholder's account.

A shareholder will be considered to be engaging in excessive short-term trading in the Fund in the following circumstances:

i.  if the shareholder conducts four or more "round trips" in the Fund (other than a money market fund) in any twelve-month period. A round trip involves the purchase of shares of the Fund and subsequent redemption of all or most of those shares. An exchange into and back out of the Fund in this manner is also considered a round trip.

ii.  if the Fund determines, in its sole discretion, that a shareholder's trading activity constitutes excessive short-term trading, regardless of whether such shareholder exceeds the foregoing round trip threshold.

The Fund, in its sole discretion, also reserves the right to reject any purchase request (including exchange requests) for any reason without notice.

Judgments with respect to implementation of the Fund's policies are made uniformly and in good faith in a manner that the Fund believes is consistent with the best long-term interests of shareholders. When applying the Fund's policy, the Fund may consider (to the extent reasonably available) an investor's trading history in all SEI funds, as well as trading in accounts under common ownership, influence or control, and any other information available to the Fund.

16

SEI / PROSPECTUS

The Fund's monitoring techniques are intended to identify and deter short-term trading in the Fund. However, despite the existence of these monitoring techniques, it is possible that short-term trading may occur in the Fund without being identified. For example, certain investors seeking to engage in short-term trading may be adept at taking steps to hide their identity or activity from the Fund'smonitoring techniques. Operational or technical limitations may also limit the Fund's ability to identify short-term trading activity.

While it is the Fund's intention that intermediaries trading in Fund shares will assist the Fund in enforcing the Fund's policies, certain intermediaries may be unable or unwilling to effectively enforce the Fund's trading or exchange restrictions. The Fund will monitor trading activity coming from such intermediaries and take reasonable steps to seek cooperation from any intermediary through which the Fund believes short-term trading activity is taking place.

Certain of the SEI funds are sold to participant-directed employee benefit plans. The Fund's ability to monitor or restrict trading activity by individual participants in a plan may be constrained by regulatory restrictions or plan policies. In such circumstances, the Fund will take such action, which may include taking no action, as deemed appropriate in light of all the facts and circumstances.

The Fund may amend these policies and procedures in response to changing regulatory requirements or to enhance the effectiveness of the program.

FOREIGN INVESTORS

The Fund does not generally accept investments by non-U.S. persons. Non-U.S. persons may be permitted to invest in the Fund subject to the satisfaction of enhanced due diligence.

CUSTOMER IDENTIFICATION AND VERIFICATION AND ANTI-MONEY LAUNDERING PROGRAM

Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. Accounts for the Fund are generally opened through other financial institutions or financial intermediaries. When you open your account through your financial institution or financial intermediary, you will have to provide your name, address, date of birth, identification number and other information that will allow the financial institution or financial intermediary to identify you. This information is subject to verification by the financial institution or financial intermediary to ensure the identity of all persons opening an account.

Your financial institution or financial intermediary is required by law to reject your new account application if the required identifying information is not provided. Your financial institution or intermediary may contact you in an attempt to collect any missing information required on the application, and your application may be rejected if they are unable to obtain this information. In certain instances, your financial institution or financial intermediary is required to collect documents, which will be used solely to establish and verify your identity.

The Fund will accept investments and your order will be processed at the NAV next determined after receipt of your application in proper form (or upon receipt of all identifying information required on the application). The Fund, however, reserves the right to close and/or liquidate your account at the then-current day's price if the financial institution or financial intermediary through which you open your account is unable to verify your identity. As a result, you may be subject to a gain or loss on Fund shares and will be subject to corresponding tax consequences.

17

SEI / PROSPECTUS

Customer identification and verification is part of the Fund's overall obligation to deter money laundering under Federal law. The Fund has adopted an Anti-Money Laundering Compliance Program designed to prevent the Fund from being used for money laundering or the financing of terrorist activities. In this regard, the Fund reserves the right to (i) refuse, cancel or rescind any purchase or exchange order; (ii) freeze any account and/or suspend account services; or (iii) involuntarily close your account in cases of threatening conduct or suspected fraudulent or illegal activity. These actions will be taken when, in the sole discretion of Fund management, they are deemed to be in the best interest of the Fund or in cases when the Fund is requested or compelled to do so by governmental or law enforcement authority. If your account is closed at the request of governmental or law enforcement authority, you may not receive proceeds of the redemption if the Fund is required to withhold such proceeds.

How to Sell Your Fund Shares

If you own your shares through an account with the Fund, 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 receives your request or after the Fund's authorized intermediary receives your request if transmitted to the Fund in accordance with the Fund's procedures and applicable law.

RECEIVING YOUR MONEY

Normally, the Fund will make payment on your sale on the Business Day following the day on which it receives your request, but it may take up to seven days. You may arrange for your proceeds to be wired to your bank account.

REDEMPTIONS IN KIND

The Fund generally pays sale (redemption) 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 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 Securities and Exchange Commission declares an emergency or for other reasons. More information about this is in the SAI.

TELEPHONE TRANSACTIONS

Purchasing and selling Fund shares over the telephone is extremely convenient, but not without risk. The Fund has certain safeguards and procedures to confirm the identity of callers and the authenticity of instructions. If the Fund follows these procedures, the Fund will not be responsible for any losses or costs incurred by following telephone instructions that the Fund reasonably believes to be genuine.

18

SEI / PROSPECTUS

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. The Fund is sold primarily through independent registered investment advisers, financial planners, bank trust departments and other financial advisors (Financial Advisors) who provide their clients with advice and services in connection with their investments in the SEI Funds. Many Financial Advisors are also associated with broker-dealer firms. SIMC and its affiliates, at their expense, may pay compensation to these broker-dealers or other financial institutions for marketing, promotional or other services. These payments may be significant to these firms, and may create an incentive for the firm or its associated Financial Advisors to recommend or offer shares of the SEI Funds to its customers rather than other funds or investment products. These payments are made by SIMC a nd its affiliates out of their past profits or other available resources. SIMC and its affiliates may also provide other products and services to Financial Advisors. For additional information, please see the Fund's SAI. You also can ask your Financial Advisor about any payments it receives from SIMC and its affiliates, as well as about fees it charges.

For Class I Shares, shareholder and administrative servicing fees, as a percentage of average daily net assets, may each be up to 0.25%.

DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION

Portfolio holdings information for the Fund can be obtained on the Internet at the following address: http://www.seic.com/holdings_home.asp (the Portfolio Holdings Website). Ten calendar days after each month end (the Disclosure Date), a list of the top ten portfolio holdings in the Fund as of the end of such month shall be made available on the Portfolio Holdings Website. Subsequently, a list of all portfolio holdings in the Fund shall be made available on the Portfolio Holdings Website on the first day of the month following the Disclosure Date. Beginning on the day after any portfolio holdings information is posted on the Portfolio Holdings Website, such information will be delivered directly to any person that requests it, through electronic or other means. The portfolio holdi ngs information placed on the Portfolio Holdings Website shall remain there until the first business day of the fifth month after the date to which the data relates, at which time it will be permanently removed from the site.

Additional information regarding the Fund's policy and procedures on the disclosure of portfolio holdings information is available in the SAI.

19

SEI / PROSPECTUS

DIVIDENDS, DISTRIBUTIONS AND TAXES

Dividends and Distributions

The Fund periodically distributes its investment income to shareholders as a dividend. It is the Fund's policy to pay dividends 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, local and foreign 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.

At least annually, the Fund will distribute substantially all of its net investment income and its net realized 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 except to the extent they are designated as qualified dividend income. Dividends that are qualified dividend income are eligible for the reduced maximum rate to individuals of 15% (5% for individuals in lower tax brackets) to the extent that the Fund receives qualified dividend income and certain holding period requirements are satisfied by you and by the Fund. Capital gains distributions are generally taxable at the rates applicable to long-term capital gains regardless of how long you have held your Fund shares. Long-term capital gains a re currently taxable at the maximum rate of 15%. Absent further legislation, the maximum 15% rate on qualified dividend income and long-term capital gains will cease to apply to taxable years beginning after December 31, 2010.

Each sale of Fund shares may be a taxable event. Currently, any capital gain or loss realized upon a sale of Fund shares is generally treated as long-term gain or loss if the shares have been held for more than one year. Capital gain or loss realized upon a sale of Fund shares held for one year or less is generally treated as short-term gain or loss, except that any capital loss on the sale of the Fund shares held for six months or less is treated as long-term capital loss to the extent that capital gain dividends were paid with respect to such Fund shares.

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 elect to pass through to you your pro rata share of foreign income taxes paid by the Fund. The Fund will notify you if it makes such election.

More information about taxes is in the Fund's SAI.

20

SEI / PROSPECTUS

FINANCIAL HIGHLIGHTS

The table that follows presents performance information about Class I Shares of the Fund. This information is intended to help you understand the Fund's financial performance for the past five years. 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 the Fund, assuming you reinvested all of your dividends and distributions.

The information for the years ended September 30, 2006 and 2007 has been audited by KPMG LLP, an independent registered public accounting firm. Their report, along with the Fund's financial statements, appears in the annual report that accompanies the Fund's SAI. The information for the periods presented through September 30, 2005 has been audited by the Fund's previous independent auditors. You can obtain the annual report, which contains more performance information, at no charge by calling 1-800-DIAL-SEI.

FOR THE YEARS ENDED SEPTEMBER 30,
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

		Net Asset Value, Beginning of Period		Net Investment Income			Net Realized and Unrealized Gains (Losses) on Securities			Total from Operations		Dividends from Net Investment Income			Distributions from Realized Capital Gains			Total Dividends and Distributions			Net Asset Value, End of Period
International Equity Fund
CLASS I
	2007	$	14.04	$	0.25	(1)	$	2.88	(1)	$	3.13	$	(0.45	)	$	(0.59	)	$	(1.04	)	$	16.13
	2006		12.12		0.23	(1)		1.94	(1)		2.17		(0.25	)		—			(0.25	)		14.04
	2005		9.81		0.14	(1)		2.38	(1)		2.52		(0.21	)		—			(0.21	)		12.12
	2004		8.20		0.10	(1)		1.58	(1)		1.68		(0.07	)		—			(0.07	)		9.81
	2003		6.93		0.09	(1)		1.20	(1)		1.29		(0.02	)		—			(0.02	)		8.20

		Total Return†			Net Assets End of Period ($ Thousands)		Ratio of Expenses to Average Net Assets*			Ratio of Expenses to Average Net Assets (Excluding Fees Paid Indirectly)**			Ratio of Expenses to Average Net Assets (Excluding Waivers and Fees Paid Indirectly)**			Ratio of Net Investment Income to Average Net Assets			Portfolio Turnover Rate†
International Equity Fund
CLASS I
	2007		23.25	%	$	17,155		1.57	%(2)(3)		1.58	%(2)(3)		1.58	%(2)		1.66	%		172	%
	2006		18.20			13,401		1.59	(2)		1.59	(2)		1.59	(2)		1.77			118
	2005		25.86			7,952		1.49			1.49			1.49			1.28			80
	2004		20.54			5,757		1.51			1.51			1.51			1.06			44
	2003		18.65			2,061		1.53			1.53			1.57			1.15			87

* Includes Fees Paid Indirectly.

** The Fund may direct certain Fund trades to the Distributor who pays a portion of the Fund's expenses. Accordingly, the expenses reduced, which were used to pay third party expenses, and the effect on the Fund's expense ratio, as a percentage of the Fund's average daily net assets for the fiscal year ended September 30, 2007, can be found in the Statement of Operations section of the Fund's annual report.

† Returns and portfolio turnover rates are for the period indicated and have not been annualized. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

(1) Per share net investment income and net realized and unrealized gains/(losses) calculated using average shares.

(2) The expense ratio includes interest expense on reverse repurchase agreements. Had this expense been excluded, the ratios for Class I Shares would have been 1.49%.

(3) The expense ratio includes overdraft fees. Had this expense been excluded, the ratios for Class I Shares would have been 1.57%.

Amounts designated as "—" are either $0 or have been rounded to $0.

21

More information about the Fund is available without charge through the following:

Statement of Additional Information (SAI)

The SAI dated January 31, 2008 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 list the Fund's holdings and contain information from the Fund's managers about Fund strategies, and market conditions and trends and their impact on Fund performance. The reports also contain detailed financial information about the Fund.

To Obtain an SAI, Annual or Semi-Annual Report, or 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

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 1-202-551-8090). 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.

SEI Institutional International Trust's Investment Company Act registration number is 811-05601.

SEI-F-108 (1/08)

SEI Institutional International Trust

Prospectus as of January 31, 2008

International Equity Fund
Class I

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.

SEI INSTITUTIONAL INTERNATIONAL TRUST

Class A Shares

Class A Shares of the Tax-Managed International Equity Fund are currently not being offered

PROSPECTUS

January 31, 2008

TAX-MANAGED INTERNATIONAL EQUITY FUND

Investment Adviser:

SEI INVESTMENTS MANAGEMENT CORPORATION

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.

1

About This Prospectus

SEI Institutional International Trust is a mutual fund family that offers different classes of shares in separate investment portfolios.  The portfolios 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 A Shares of the Tax-Managed International Equity Fund (the 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, PERFORMANCE INFORMATION AND EXPENSES	5
MORE INFORMATION ABOUT FUND INVESTMENTS	8
INVESTMENT ADVISER AND SUB-ADVISERS	8
PURCHASING AND SELLING FUND SHARES	8
DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION	15
DIVIDENDS, DISTRIBUTIONS AND TAXES	16
HOW TO OBTAIN MORE INFORMATION ABOUT SEI INSTITUTIONAL INTERNATIONAL TRUST	Back Cover

2

GLOBAL ASSET ALLOCATION

The Fund has its own distinct risk and reward characteristics, investment objective, policies and strategies.  In addition to managing the Fund, SEI Investments Management Corporation (SIMC or the Adviser) constructs and maintains global asset allocation strategies for certain clients, and the Fund is 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 the Fund and other funds that are part of the allocation strategies varies, as does the investment risk/return potential represented by the Fund and the other funds.  The Fund may have extremely volatile returns.  Because of the historical lack of correlation among various asset classes, an investment in the Fund along with other funds representing a range of asset classes as part of a global asset allocation strategy may reduce the strategy’s overall level of volatility.  As a result, a global asset allocation strategy may reduce risk.

In managing the Fund, SIMC focuses on four key principles:  asset allocation, portfolio structure, the use of 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 focuses on a specific asset class.  SIMC then oversees a network of managers who invest the assets of the Fund in distinct segments of the market or class represented by the Fund.  These 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 managers for the Fund to ensure that they do not deviate from their stated investment philosophy or process.

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 SIMC and one or more sub-advisers (each a Sub-Adviser and, together, the Sub-Advisers) who manage portions of 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 of Trustees.  Still, investing in the Fund involves risk and there is no guarantee that a Fund will achieve its goal.  SIMC and the Sub-Advisers make judgments about securities markets, the economy and 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 SIMC and the Sub-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 other 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 and other issuers.  These price movements, sometimes called volatility, may be greater or lesser depending on the types of

3

securities the Fund owns and the markets in which those securities 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 will depend on how widely the Fund diversifies its holdings.

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 the 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.

4

TAX-MANAGED INTERNATIONAL EQUITY FUND

Fund Summary

Investment Goal	Long-term capital appreciation
Share Price Volatility	Medium to high
Principal Investment Strategy	Utilizing multiple sub-advisers, the Fund minimizes the current tax impact on shareholders by buying and holding equity securities of foreign companies with lower dividend yields

Investment Strategy

Under normal circumstances, the Tax-Managed International Equity Fund will invest at least 80% of its net assets in equity securities.  The Fund will invest primarily in common stocks and other equity securities of issuers of all capitalization ranges that are located in at least three countries other than the United States.  It is expected that at least 40% of the Fund’s assets will be invested in non-U.S. Securities.  The Fund will invest primarily in companies located in developed countries, but may also invest in securities of issuers 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.  Generally, the Sub-Advisers attempt to minimize current taxes by using a “buy and hold” strategy, but they will also utilize such techniques as investing in companies that pay relatively low dividends; selling stocks with the highest tax cost first; and offsetting losses against gains where possible.  To protect against loss of value during periods of market decline, the Sub-Advisers may use a variety of hedging techniques, such as buying put options, selling index futures, short selling “against the box” and entering into equity swaps.

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.

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 the 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

5

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.

The Fund may purchase shares of exchange-traded funds (ETFs) to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities directly.  ETFs are investment companies whose shares are bought and sold on a securities exchange.  ETFs invest in a portfolio of securities designed to track a particular market segment or index.  ETFs, like mutual funds, have expenses associated with their operation, including advisory fees.  When the Fund invests in an ETF, in addition to directly bearing expenses associated with its own operations, it will bear a pro rata portion of the ETF’s expenses.  The risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, although lack of liquidity in an ETF could result in its value being more volatile than the underlying portfolio of securities.  In addition, because of ETF expenses, compared to owning the underlying securities directly, it may be more costly to own an ETF.

Derivatives are instruments that derive their value from an underlying security, currency, financial asset or an index.  Examples of derivative instruments include futures contracts, options, forward contracts and swaps. The primary risk of derivative instruments is that changes in the market value of currencies and other instruments held by the Fund, and of the derivative instruments relating to those currencies and other instruments, may not be proportionate.  There may not be a liquid market for the Fund to sell a derivative instrument, which could result in difficulty closing the position, and certain derivative instruments can magnify the extent of losses incurred due to changes in market value of the underlying instruments to which they relate.  In addition, some derivative instruments are subject to counterparty risk.

Short sales are transactions in which the Fund sells a security it does not own. To complete a short sale, the Fund must borrow the security to deliver to the buyer. The Fund is then obligated to replace the borrowed security by purchasing the security at the market price at the time of replacement. This price may be more or less than the price at which the security was sold by the Fund and the Fund will incur a loss if the price of the security sold short increases between the time of the short sale and the time the Fund replaces the borrowed security. The Fund’s investment strategy of reinvesting proceeds received from selling securities short may effectively create leverage, which can amplify the effects of market volatility on the Fund’s share price and make the Fund’s returns more volatile. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities. The use of leverage may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations.

The Fund is also subject to the risk that developed international equity securities may underperform other segments of the equity markets or the equity markets as a whole.

The Fund is managed to minimize tax consequences to investors, but will likely earn taxable income and gains from time to time.

Performance Information

As of January 31, 2008, the Fund had not commenced operations, and did not have a performance history.

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Fund Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold Fund shares.

Annual Fund Operating Expenses (Expenses deducted from Fund assets)

	Class A Shares
Investment Advisory Fees	0.51	%
Distribution (12b-1) Fees	None
Other Expenses	0.78	%*
Acquired Fund Fees and Expenses	0.00	%**
Total Annual Fund Operating Expenses	1.29	%***

*Other expenses are based on estimated amounts for the current fiscal year.

**Represents less than one basis point.  Acquired Fund Fees and Expenses (AFFE) reflect the estimated amount of the fees and expenses that will be incurred indirectly by the Fund through its investments in underlying funds during the current fiscal year.

***The Fund’s actual total annual fund operating expenses are expected to be less than the amount shown above because the Adviser may waive a portion of the fees in order to keep total operating expenses (exclusive of interest from borrowings, brokerage commissions, taxes and extraordinary expenses not incurred in the ordinary course of the Fund’s business) at a specified level.  The Adviser’s voluntary waiver is limited to the Fund’s direct operating expenses and, therefore, does not apply to indirect expenses incurred by the Fund, such as AFFE.  The Adviser may discontinue all or part of these waivers at any time.  With this fee waiver, the Fund’s actual total operating expenses are expected to be as follows:

Tax-Managed International Equity Fund — Class A Shares 1.28%

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, Fund operating expenses remain the same, and you reinvest all dividends and distributions.  For purposes of calculating the Example, the Fund’s fees are equal to the “Total Annual Fund Operating Expenses” figure in the table above.  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
Tax-Managed International Equity Fund - Class A Shares	$	131	$	409

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More Information About Fund Investments

This prospectus describes the Fund’s primary investment strategies.  However, the Fund may also 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 in this prospectus are those that SIMC and 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 other short-term obligations that would not ordinarily be consistent with the Fund’s objectives.  The Fund will do so only if SIMC or the Sub-Adviser believes 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

SIMC acts as the manager of managers of the 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 the 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, located at One Freedom Valley Drive, Oaks, PA 19456, serves as the Adviser to the Fund.  As of December 31, 2007, SIMC had more than $91.3 billion in assets under management.  It is expected that SIMC will receive investment advisory fees (after fee waivers) of 0.51% of the average daily net assets of the Fund.

A discussion regarding the basis of the Board of Trustees’ approval of the Fund’s Investment Advisory and Sub-Advisory Agreements is available in the Fund’s annual report, which covers the period October 1, 2006 through September 30, 2007.

Sub-Advisers and Portfolio Managers

As of January 31, 2008, no Sub-Adviser has been approved to manage the Fund as the Fund is not currently operational.

Purchasing and Selling Fund Shares

This section tells you how to purchase and sell (sometimes called “redeem”) Class A Shares of the Fund.  The Fund offers Class A Shares only to financial institutions and intermediaries for their own or their customers’ accounts.

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For information on how to open an account and set up procedures for placing transactions, call 1-800-DIAL-SEI.

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How to Purchase Fund Shares

You may purchase shares on any day that the New York Stock Exchange (NYSE) is open for business.

Financial institutions and intermediaries may purchase Class A Shares by placing orders with the Fund’s transfer agent (the Transfer Agent) or its authorized agent.  Institutions and intermediaries that use certain SEI proprietary systems may place orders electronically through those systems.  Generally, 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.  However, in certain circumstances the Fund at its discretion may allow purchases to settle (i.e., receive final payment) at a later date in accordance with the Fund’s procedures and applicable law.  The Fund reserves the right to refuse any purchase requests, particularly those that the Fund reasonably believes may not be in the best interests of the Fund or its shareholders and could adversely affect the Fund or its operations.  This includes those from any individual or group who, in the Fund’s view, is likely to engage in excessive trading (usually defined as four or more “round trips” in any twelve month period).  For more information regarding the Fund’s policy and procedures related to excessive trading, please see “Frequent Purchases and Redemptions of Fund Shares” below.

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 these financial institutions at an earlier time for your transaction to become effective that day.  This allows these financial institutions 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 executed at the net asset value per share (NAV) next determined after the intermediary receives the request if transmitted to the Fund in accordance with the Fund’s procedures and applicable law.  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 these financial institutions, you should contact these financial institutions directly.  Investors may be charged a fee for purchase and/or redemption transactions effectuated through certain broker-dealers or other financial intermediaries.

The Fund is open for business each day that the NYSE is open (a Business Day).  The Fund calculates its NAV once each Business Day as of the 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 in proper form before 4:00 p.m. Eastern Time.  The Fund will not accept orders that request a particular day or price for the transaction or any other special conditions.

Pricing of Fund Shares

NAV for one Fund share is the value of that share’s portion of the net assets of the Fund.  In calculating NAV, the Fund generally values its investment portfolio at market price.

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When valuing portfolio securities, the Fund values securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (other than securities traded on NASDAQ) at the last quoted sale price on the primary exchange or market (foreign or domestic) on which the securities are traded, or, if there is no such reported sale, at the most recent quoted bid price. The Fund values securities traded on NASDAQ at the NASDAQ Official Closing Price.  If such prices are not readily available or are determined to be unreliable, the Fund will value the security using a bid price from at least one independent broker obtained by an independent, third-party pricing agent or using the Fund’s Fair Value Procedures, as described below.  The prices of foreign securities are reported in local currency and converted to U.S. dollars using currency exchange rates.  Prices for most securities held by the Fund are provided daily by recognized independent pricing agents.  If a security’s price cannot be obtained from an independent pricing agent, the Fund will value the securities using a bid price from at least one independent broker obtained by an independent, third-party pricing agent or using the Fund’s Fair Value Procedures.

Securities held by the Fund 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 Fund would receive if it sold the instrument, and the value of securities in the Fund can be expected to vary inversely with changes in prevailing interest rates.

Prices for most securities held by the Fund are provided daily by third-party independent pricing agents. SIMC or the Sub-Advisers, as applicable, reasonably believes that prices provided by independent pricing agents are reliable. However, there can be no assurance that such pricing service’s prices will be reliable. SIMC or the Sub-Advisers, as applicable, will continuously monitor the reliability of prices obtained from any pricing service and shall promptly notify the Fund’s administrator if it believes that a particular pricing service is no longer a reliable source of prices. The administrator, in turn, will notify the Fair Value Pricing Committee if it receives such notification from SIMC or the Sub-Advisers, as applicable, or if the administrator reasonably believes that a particular pricing service is no longer a reliable source for prices. The pricing services rely on a variety of information in making their determinations, particularly on prices of actual market transactions as well as on trader quotations. However, the services may also use a matrix system to determine valuations, which system considers such factors as security prices, yields, maturities, call features, ratings and developments relating to specific securities in arriving at valuations.

The Fund’s Pricing and Valuation Procedures provide that any change in a primary pricing agent or a pricing methodology requires prior approval by the Board of Trustees. However, when the change would not materially affect valuation of the Fund’s net assets or involve a material departure in pricing methodology from that of the Fund’s existing pricing agent or pricing methodology, Board approval may be obtained at the next regularly scheduled board meeting.

Securities for which market prices are not “readily available” or may be unreliable are valued in accordance with Fair Value Procedures established by the Fund’s Board of Trustees.  The Fund’s Fair Value Procedures are implemented through a Fair Value Committee (the Committee) designated by the Fund’s Board of Trustees.  The Fair Value Committee is currently composed of two members of the Board of Trustees, as well as representatives from SIMC and its affiliates.

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Some of the more common reasons that may necessitate that a security be valued using Fair Value Procedures include: the security’s trading has been halted or suspended, the security has been de-listed from a national exchange, the security’s primary trading market is temporarily closed at a time when under normal conditions it would be open, or the security’s primary pricing source is not able or willing to provide a price.  When a security is valued in accordance with the Fair Value Procedures, the Committee will determine the value after taking into consideration relevant information reasonably available to the Committee.  Examples of factors the Committee may consider are: the facts giving rise to the need to fair value, the last trade price, the performance of the market or the issuer’s industry, the liquidity of the security, the size of the holding in the Fund, or any other appropriate information.

The determination of a security’s fair value price often involves the consideration of a number of subjective factors, and is therefore subject to the unavoidable risk that the value assigned to a security may be higher or lower than the security’s value would be if a reliable market quotation for the security was readily available.

The Fund uses a third-party fair valuation vendor. The vendor provides a fair value for foreign securities held by the Fund based on certain factors and methodologies (involving, generally, tracking valuation correlations between the U.S. market and each non-U.S. security). Values from the fair value vendor are applied in the event that there is a movement in the U.S. market that exceeds a specific threshold that has been established by the Committee. The Committee has also established a “confidence interval” which is used to determine the level of historical correlation between the value of a specific foreign security and movements in the U.S. market before a particular security will be fair valued when the threshold is exceeded. In the event that the threshold established by the Committee is exceeded on a specific day, the Fund shall value the non-U.S. securities in its portfolio that exceed the applicable “confidence interval” based upon the adjusted prices provided by the fair valuation vendor.

For securities that principally trade on a foreign market or exchange, a significant gap in time can exist between the time of a particular security’s last trade and the time at which the Fund calculates its NAV.  The closing prices of such securities may no longer reflect their market value at the time the Fund calculates NAV if an event that could materially affect the value of those securities (a Significant Event), including substantial fluctuations in domestic or foreign markets or occurrences not tied directly to the securities markets, such as natural disasters, armed conflicts, or significant governmental actions, has occurred between the time of the security’s last close and the time that the Fund calculates NAV.  The Fund may invest in securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares.  As a result, the NAV of the Fund’s shares may change on days when shareholders will not be able to purchase or redeem Fund shares.

A Significant Event may relate to a single issuer or to an entire market sector.  If SIMC or a Sub-Adviser becomes aware of a Significant Event that has occurred with respect to a security or group of securities after the closing of the exchange or market on which the security or securities principally trade, but before the time at which the Fund calculates NAV, it may request that a Fair Value Committee meeting be called.  In addition, the Fund’s administrator monitors price movements among certain selected indices, securities and/or baskets of securities that may be an indicator that the closing prices received earlier from foreign exchanges or markets may not reflect market value at the time the Fund calculates NAV.  If price movements in a monitored index or security exceed levels established by the administrator, the administrator notifies SIMC or a Sub-Adviser that such limits have been exceeded.  In such event, SIMC or a Sub-Adviser

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makes the determination whether a Fair Value Committee meeting should be called based on the information provided.

Minimum Purchases

To purchase Class A 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.

Frequent Purchases and Redemptions of Fund Shares

“Market timing” refers to a pattern of frequent purchases and sales of the Fund’s shares, often with the intent of earning arbitrage profits. Market timing of the Fund could harm other shareholders in various ways, including by diluting the value of the shareholders’ holdings, increasing Fund transaction costs, disrupting portfolio management strategy, causing the Fund to incur unwanted taxable gains and forcing the Fund to hold excess levels of cash.

The Fund is intended to be a long-term investment vehicle and is not designed for investors that engage in short-term trading activity (i.e., a purchase of Fund shares followed shortly thereafter by a redemption of such shares, or vice versa, in an effort to take advantage of short-term market movements).  Accordingly, the Board of Trustees has adopted policy and procedure on behalf of the Fund to deter short-term trading.  These policy and procedures do not apply with respect to money market funds.  The Transfer Agent will monitor trades in an effort to detect short-term trading activities.  If, as a result of this monitoring, the Fund determines, in its sole discretion, that a shareholder has engaged in excessive short-term trading, it will refuse to process future purchases or exchanges into the Fund from that shareholder’s account.

A shareholder will be considered to be engaging in excessive short-term trading in the Fund in the following circumstances:

i.if the shareholder conducts four or more “round trips” in the Fund (other than a money market fund) in any twelve-month period.  A round trip involves the purchase of shares of the Fund and subsequent redemption of all or most of those shares.  An exchange into and back out of the Fund in this manner is also considered a round trip.

ii.if the Fund determines, in its sole discretion, that a shareholder’s trading activity constitutes excessive short-term trading, regardless of whether such shareholder exceeds the foregoing round trip threshold.

The Fund, in its sole discretion, also reserves the right to reject any purchase request (including exchange requests) for any reason without notice.

Judgments with respect to implementation of the Fund’s policies are made uniformly and in good faith in a manner that the Fund believes is consistent with the best long-term interests of shareholders.  When applying the Fund’s policy, the Fund may consider (to the extent reasonably available) an investor’s trading history in all SEI funds, as well as trading in accounts under common ownership, influence or control, and any other information available to the Fund.

The Fund’s monitoring techniques are intended to identify and deter short-term trading in the Fund.  However, despite the existence of these monitoring techniques, it is possible that short-term trading may occur in the Fund without being identified.  For example, certain investors

13

seeking to engage in short-term trading may be adept at taking steps to hide their identity or activity from the Fund’s monitoring techniques.  Operational or technical limitations may also limit the Fund’s ability to identify short-term trading activity.

While it is the Fund’s intention that intermediaries trading in Fund shares will assist the Fund in enforcing the Fund’s policies, certain intermediaries may be unable or unwilling to effectively enforce the Fund’s trading or exchange restrictions.  The Fund will monitor trading activity coming from such intermediaries and take reasonable steps to seek cooperation from any intermediary through which the Fund believes short-term trading activity is taking place.

Certain of the SEI funds are sold to participant-directed employee benefit plans.  The Fund’s ability to monitor or restrict trading activity by individual participants in a plan may be constrained by regulatory restrictions or plan policies.  In such circumstances, the Fund will take such action, which may include taking no action, as deemed appropriate in light of all the facts and circumstances.

The Fund may amend these policies and procedures in response to changing regulatory requirements or to enhance the effectiveness of the program.

Foreign Investors

The Fund does not generally accept investments by non-U.S. persons.  Non-U.S. persons may be permitted to invest in the Fund subject to the satisfaction of enhanced due diligence.

Customer Identification and Verification and Anti-Money Laundering Program

Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account.  Accounts for the Fund are generally opened through other financial institutions or financial intermediaries.  When you open your account through your financial institution or financial intermediary, you will have to provide your name, address, date of birth, identification number and other information that will allow the financial institution or financial intermediary to identify you.  This information is subject to verification by the financial institution or financial intermediary to ensure the identity of all persons opening an account.

Your financial institution or financial intermediary is required by law to reject your new account application if the required identifying information is not provided. Your financial institution or intermediary may contact you in an attempt to collect any missing information required on the application, and your application may be rejected if they are unable to obtain this information.  In certain instances, your financial institution or financial intermediary is required to collect documents, which will be used solely to establish and verify your identity.

The Fund will accept investments and your order will be processed at the NAV next determined after receipt of your application in proper form (or upon receipt of all identifying information required on the application).  The Fund, however, reserves the right to close and/or liquidate your account at the then-current day’s price if the financial institution or financial intermediary through which you open your account is unable to verify your identity. As a result, you may be subject to a gain or loss on Fund shares and will be subject to corresponding tax consequences.

Customer identification and verification is part of the Fund’s overall obligation to deter money laundering under Federal law.  The Fund has adopted an Anti-Money Laundering Compliance  

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Program designed to prevent the Fund from being used for money laundering or the financing of terrorist activities.  In this regard, the Fund reserves the right to (i) refuse, cancel or rescind any purchase or exchange order; (ii) freeze any account and/or suspend account services; or (iii) involuntarily close your account in cases of threatening conduct or suspected fraudulent or illegal activity.  These actions will be taken when, in the sole discretion of Fund management, they are deemed to be in the best interest of the Fund or in cases when the Fund is requested or compelled to do so by governmental or law enforcement authority.  If your account is closed at the request of governmental or law enforcement authority, you may not receive proceeds of the redemption if the Fund is required to withhold such proceeds.

How to Sell Your Fund Shares

If you own your shares through an account with the Fund, 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 receives your request or after the Fund’s authorized intermediary receives your request if transmitted to the Fund in accordance with the Fund’s procedures and applicable law.

Receiving Your Money

Normally, the Fund will make payment on your sale on the Business Day following the day on which it receives your request, but it may take up to seven days.  You may arrange for your proceeds to be wired to your bank account.

Redemptions in Kind

The Fund generally pays sale (redemption) 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 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 Securities and Exchange Commission declares an emergency or for other reasons.  More information about this is in the SAI.

Telephone Transactions

Purchasing and selling Fund shares over the telephone is extremely convenient, but not without risk.  The Fund has certain safeguards and procedures to confirm the identity of callers and the authenticity of instructions.  If the Fund follows these procedures, the Fund will not be responsible for any losses or costs incurred by following telephone instructions that the Fund reasonably believes to be genuine.

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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.

The Fund is sold primarily through independent registered investment advisers, financial planners, bank trust departments and other financial advisors (Financial Advisors) who provide their clients with advice and services in connection with their investments in the SEI Funds. Many Financial Advisors are also associated with broker-dealer firms. SIMC and its affiliates, at their expense, may pay compensation to these broker-dealers or other financial institutions for marketing, promotional or other services. These payments may be significant to these firms, and may create an incentive for the firm or its associated Financial Advisors to recommend or offer shares of the SEI Funds to its customers rather than other funds or investment products. These payments are made by SIMC and its affiliates out of their past profits or other available resources. SIMC and its affiliates may also provide other products and services to Financial Advisors. For additional information, please see the Fund’s SAI. You also can ask your Financial Advisor about any payments it receives from SIMC and its affiliates, as well as about fees it charges.

For Class A Shares, shareholder servicing fees, as a percentage of average daily net assets, may be up to 0.25%.

Disclosure of Portfolio Holdings Information

Portfolio holdings information for the Fund can be obtained on the internet at the following address: http://www.seic.com/holdings_home.asp. (the Portfolio Holdings Website).  Ten calendar days after each month end (the Disclosure Date), a list of the top ten portfolio holdings in the Fund as of the end of such month shall be made available on the Portfolio Holdings Website.  Subsequently, a list of all portfolio holdings in the Fund shall be made available on the Portfolio Holdings Website on the first day of the month following the Disclosure Date.  Beginning on the day after any portfolio holdings information is posted on the Portfolio Holdings Website, such information will be delivered directly to any person that requests it, through electronic or other means.  The portfolio holdings information placed on the Portfolio Holdings Website shall remain there until the first business day of the fifth month after the date to which the data relates, at which time it will be permanently removed from the site.

Additional information regarding the Fund’s policy and procedures on the disclosure of portfolio holdings information is available in the SAI.

Dividends, Distributions and Taxes

Dividends and Distributions

The Fund periodically distributes its investment income to shareholders as a dividend.  It is the policy of the Fund to pay dividends 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.

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Taxes

Please consult your tax advisor regarding your specific questions about federal, state, local and foreign 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.

At least annually, the Fund will distribute substantially all of its net investment income and its net realized capital gains, if any.  The dividends and distributions you receive from the Fund 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 except to the extent they are designated as qualified dividend income.  Dividends that are qualified dividend income are eligible for the reduced maximum rate to individuals of 15% (5% for individuals in lower tax brackets) to the extent that the Fund receives qualified dividend income and certain holding period requirements and other requirements are satisfied by you and by the Fund.  Capital gains distributions are generally taxable at the rates applicable to long-term capital gains regardless of how long you have held your Fund shares.  Long-term capital gains are currently taxable at the maximum rate of 15%.  Absent further legislation, the maximum 15% rate on qualified dividend income and long-term capital gains will cease to apply to taxable years beginning after December 31, 2010.

Each sale of Fund shares may be a taxable event.  Currently, any capital gain or loss realized upon a sale of Fund shares is generally treated as long-term gain or loss if the shares have been held for more than one year.  Capital gain or loss realized upon a sale of Fund shares held for one year or less is generally treated as short-term gain or loss, except that any capital loss on the sale of the Fund shares held for six months or less is treated as long-term capital loss to the extent that capital gain dividends were paid with respect to such Fund shares.

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 uses a tax management technique known as highest in, first out.  Using this technique, the portfolio holdings that have experienced the smallest gain or largest loss are sold first in an effort to minimize capital gains and enhance after-tax returns.

The Fund may elect to pass through to you your pro rata share of foreign income taxes paid by the Fund.  The Fund will notify you if it makes such an election.

More information about taxes is in the Fund’s SAI.

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Financial Highlights

As of September 30, 2007, the Fund had not commenced operations.

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SEI INSTITUTIONAL INTERNATIONAL TRUST

Investment Adviser

SEI Investments Management Corporation
One Freedom Valley Drive
Oaks, Pennsylvania 19456

Distributor

SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, Pennsylvania 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 January 31, 2008 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.

To Obtain an SAI or More Information:

By Telephone:  Call 1-800-DIAL-SEI

By Mail:Write to the Fund at:
One Freedom Valley Drive
Oaks, Pennsylvania 19456

By Internet: http://www.seic.com

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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 1-202-551-8090).  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.

SEI Institutional International Trust’s Investment Company Act registration number is 811-05601.

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SEI INSTITUTIONAL INTERNATIONAL TRUST

Administrator:

SEI Investments Global Funds Services

Distributor:

SEI Investments Distribution Co.

Investment Adviser:

SEI Investments Management Corporation

Sub-Advisers:

AllianceBernstein L.P.
Ashmore Investment Management Limited
AXA Rosenberg Investment Management LLC
BlackRock Financial Management, Inc.
The Boston Company Asset Management, LLC
Capital Guardian Trust Company
Emerging Markets Management, L.L.C.
Fidelity International Investment Advisors
Fuller & Thaler Asset Management, Inc.
ING Investment Management Advisors, B.V.
McKinley Capital Management, Inc.
PanAgora Asset Management, Inc.
Quantitative Management Associates LLC
Record Currency Management Limited
Rexiter Capital Management Limited
Smith Breeden Associates, Inc.
Stone Harbor Investment Partners LP

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 relating to the Class A Shares of the International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Funds, the Class A Shares of the Tax-Managed International Equity Fund, and the Class I Shares of the International Equity Fund, each dated January 31, 2008. Prospectuses may be obtained without charge by writing the Trust's distributor, SEI Investments Distribution Co., One Freedom Valley Drive, Oaks, Pennsylvania 19456, or by calling 1-800-342-5734.

The Trust's financial statements for the fiscal year ended September 30, 2007, including notes thereto and the report of KPMG LLP thereon, are herein incorporated by reference from the Trust's 2007 Annual Report. A copy of the 2007 Annual Report must accompany the delivery of this Statement of Additional Information.

January 31, 2008

SEI-F-046 (1/08)

TABLE OF CONTENTS

THE TRUST	S-2
INVESTMENT OBJECTIVES AND POLICIES	S-2
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS	S-8
American Depositary Receipts	S-8
Asset-Backed Securities	S-9
Brady Bonds	S-9
Commercial Paper	S-10
Dollar Rolls	S-10
Equity-Linked Warrants	S-10
Equity Securities	S-10
Eurobonds	S-12
Fixed Income Securities	S-12
Foreign Securities	S-14
Forward Foreign Currency Contracts	S-14
Futures and Options on Futures	S-17
High Yield Foreign Sovereign Debt Securities	S-18
Illiquid Securities	S-18
Interfund Lending and Borrowing Arrangements	S-18
Investment Companies	S-19
Loan Participations and Assignments	S-19
Money Market Securities	S-20
Mortgage-Backed Securities	S-20
Non-Diversification	S-22
Obligations of Domestic Banks, Foreign Banks and Foreign Branches of U.S. Banks	S-23
Obligations of Supranational Entities	S-23
Options	S-23
Pay-In-Kind Bonds	S-24
Privatizations	S-25
Put Transactions	S-25
Real Estate Investment Trusts	S-25
Receipts	S-26
Repurchase Agreements	S-26
Restricted Securities	S-26
Reverse Repurchase Agreements	S-27
Securities Lending	S-27
Short Sales	S-28
Sovereign Debt	S-28
Structured Securities	S-28
Swaps, Caps, Floors, Collars and Swaptions	S-29
U.S. Government Securities	S-30
Variable and Floating Rate Instruments	S-31
When-Issued and Delayed Delivery Securities	S-31
Yankee Obligations	S-31
Zero Coupon Securities	S-31
INVESTMENT LIMITATIONS	S-32
THE ADMINISTRATOR AND TRANSFER AGENT	S-37
THE ADVISER AND SUB-ADVISERS	S-38
DISTRIBUTION, SHAREHOLDER SERVICING AND ADMINISTRATIVE SERVICING	S-66

TRUSTEES AND OFFICERS OF THE TRUST	S-68
PROXY VOTING POLICIES AND PROCEDURES	S-72
PURCHASE AND REDEMPTION OF SHARES	S-73
TAXES	S-74
PORTFOLIO TRANSACTIONS	S-77
DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION	S-80
DESCRIPTION OF SHARES	S-80
LIMITATION OF TRUSTEES' LIABILITY	S-81
CODES OF ETHICS	S-81
VOTING	S-81
SHAREHOLDER LIABILITY	S-81
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES	S-82
EXPERTS	S-83
CUSTODIAN	S-83
LEGAL COUNSEL	S-83
APPENDIX A — DESCRIPTION OF CORPORATE BOND RATINGS	A-1

THE TRUST

SEI Institutional International Trust (the "Trust") is an open-end management investment company that offers shares of diversified and non-diversified portfolios. The Trust was established as a Massachusetts business trust pursuant to a Declaration of Trust dated June 28, 1988. The Declaration of Trust permits the Trust to offer separate series ("portfolios") of units of beneficial interest ("shares") and separate classes of shares of such portfolios. Shareholders may purchase shares in certain portfolios through separate classes. Class A and Class I shares may be offered which provide for variations in transfer agent fees, shareholder servicing fees, administrative servicing fees, dividends and certain voting rights. Except for differences among the classes pertaining to shareholder servicing, administrative servicing, voting rights, dividends and transfer agent expenses, each share of each portfolio represents an equal proportionate intere st in that portfolio with each other share of that portfolio.

This Statement of Additional Information ("SAI") relates to the following portfolios: International Equity, Emerging Markets Equity, International Fixed Income, Emerging Markets Debt and Tax-Managed International Equity Funds (each, a "Fund" and, together, the "Funds"), including all classes of the Funds. Shares of the Tax-Managed International Equity Fund are currently not being offered to shareholders.

The investment adviser, SEI Investments Management Corporation ("SIMC" or the "Adviser") and investment sub-advisers to the Funds (each, a "Sub-Adviser" and, together, the "Sub-Advisers") are referred to collectively as the "advisers."

INVESTMENT OBJECTIVES AND POLICIES

INTERNATIONAL EQUITY FUND—The International Equity Fund seeks to provide long-term capital appreciation. There can be no assurance that the Fund will achieve its investment objective.

Under normal circumstances, the Fund will invest at least 80% of its net assets in equity securities. The Fund will invest primarily in common stocks and other equity securities of issuers of all capitalization ranges that are located in at least three countries other than the United States. The Fund will invest primarily in companies located in developed countries, but may also invest in companies 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 may invest up to 20% of its net assets in: foreign corporate government fixed income securities of different types and maturities, including mortgage-backed or other asset-backed securities; securities rated below investment grade; repurchase or reverse repurchase agreements; 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; options on futures contracts; and equity-linked warrants. 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 net assets in illiquid securities. The Fund may also lend its securities to qualified borrowers and invest in shares of other investment companies, including securities issued by passive foreign investment companies. The Sub-Advisers seek to enhance the Fund's return by activel y managing the Fund's foreign currency exposure. In managing the Fund's currency exposure, the Sub-Advisers buy and sell securities (i.e., take long or short positions) using futures, foreign currency forward contracts and other derivatives. The Fund may take long and short positions in foreign currencies in excess of the value of the Fund's assets denominated in a particular currency or when the Fund does not own assets denominated in that currency.

There is no restriction on the maturity of any single instrument held by the Fund. Maturities may vary widely depending on the advisers' assessment of interest rate trends and other economic and market factors. There may be no bottom limit on the ratings of high-yield securities that may be purchased or held by the Fund.

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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 its assets in cash. In addition, the Fund may invest in the foregoing instruments and hold cash for liquidity purposes.

Due to its investments strategy the Fund may buy and sell securities frequently. This may result in higher transaction costs and additional capital gains tax liabilities.

The Fund may purchase shares of exchange-traded funds ("ETFs") to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities directly. Pursuant to an order issued by the Securities and Exchange Commission (the "SEC"), the Fund may invest in iShares ETFs in excess of the limits set forth in Section 12(d)(1)(A) of the Investment Company Act of 1940, as amended (the "1940 Act"), provided that the Fund complies with the conditions of the SEC, as they may be amended, and any other applicable investment limitations.

EMERGING MARKETS EQUITY FUND—The Emerging Markets Equity Fund seeks to provide capital appreciation. There can be no assurance that the Fund will achieve its investment objective.

Under normal circumstances, the Fund will invest at least 80% of its net assets in equity securities of emerging market issuers. The Fund will invest primarily in common stocks and other equity securities of foreign companies located in emerging market countries. The Fund normally 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; companies 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 s uch companies are principally traded; or companies 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 20% of its net 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 net 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 in shares of other investment companies, futures contracts, equity-linked warrants 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, enter into swap transactions, including caps, collars, floors, total return swaps and swaptions, and lend its securities to qualified borrowers.

There is no restriction on the maturity of any single instrument held by the Fund. Maturities may vary widely depending on the advisers' assessment of interest rate trends and other economic and market factors. There may be no bottom limit on the ratings of high-yield securities that may be purchased or held by the Fund.

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Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and additional capital gains tax liabilities.

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 its assets in cash. In addition, the Fund may invest in the foregoing instruments and hold cash for liquidity purposes.

The Fund may purchase shares of ETFs to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities directly. Pursuant to an order issued by the SEC, the Fund may invest in iShares ETFs in excess of the limits set forth in Section 12(d)(1)(A) of the 1940 Act, provided that the Fund complies with the conditions of the SEC, as they may be amended, and any other applicable investment limitations.

INTERNATIONAL FIXED INCOME FUND—The International Fixed Income Fund seeks to provide capital appreciation and current income. There can be no assurance that the Fund will achieve its investment objective.

Under normal circumstances, the Fund will invest at least 80% of its net assets in fixed income securities. The Fund will invest primarily in investment grade foreign government and corporate fixed income securities, as well as foreign mortgage-backed and/or asset-backed fixed income securities, of issuers located in at least three countries other than the United States.

The 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.

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 U.S. Government, its agencies or instrumentalities ("U.S. Government securities"); shares of other investment companies; swaps; options; futures; forward foreign currency contracts; and equity-linked warrants. The Fund may also purchase and write options to buy or sell futures contracts, purchase securities on a when-issued or delayed delivery basis, engage in short selling and currency transactions and lend its securities to qualified borrowers. The Sub-Advisers seek to enhance the Fund's return by actively managing the Fund's foreign currency exposure. In managing the Fund's currency exposure, the Sub-Advisers buy and sell securities (i.e., take long or short positions) using futures, foreign currency forward contracts and other derivatives. The Fund may take long and short positions in foreign currencies in excess of the value of the Fund's assets denominated in a particular currency or when the Fund does not own assets denominated in that currency. The Fund may invest up to 15% of its net 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 investment-grade fixed income securities of issuers in, or denominated in the currencies of, developing countries or are determined by the advisers to be of comparable quality to such securities at the time of purchase. The Fund may also invest in securities rated below investment grade, bank loans and loan participation notes.

There are no restrictions on the Fund's average portfolio maturity, or on the maturity of any specific security. Maturities may vary widely depending on the advisers' assessment of interest rate trends and other economic and market factors. There may be no bottom limit on the ratings of high-yield securities that may be purchased or held by the Fund.

S-4

Due to its investment strategy, the Fund may buy or sell securities frequently. This may result in higher transaction costs and additional capital gains tax liabilities.

The Fund is non-diversified, which means that it may invest in the securities of relatively few issuers. As a result, the Fund may be more susceptible to a single adverse economic or political occurrence affecting one or more of these issuers, and may experience increased volatility due to its investments in those 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; certificates of deposit; bankers' acceptances; time deposits; commercial paper; short-term corporate debt issues and repurchase agreements; and may hold a portion of its assets in cash. In addition, the Fund may invest in the foregoing instruments and hold cash for liquidity purposes.

The Fund may purchase shares of ETFs to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities directly. Pursuant to an order issued by the SEC, the Fund may invest in iShares ETFs in excess of the limits set forth in Section 12(d)(1)(A) of the 1940 Act, provided that the Fund complies with the conditions of the SEC, as they may be amended, and any other applicable investment limitations.

EMERGING MARKETS DEBT FUND—The investment objective of the Emerging Markets Debt Fund is to maximize total return. There can be no assurance that the Fund will achieve its investment objective.

Under normal circumstances, the Fund will invest at least 80% of its net assets in fixed income securities of emerging market issuers. The Fund will invest primarily in U.S. dollar-denominated debt securities of government, government-related and corporate issuers in emerging market countries, as well as 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; companies 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; companies that are organiz ed under the laws of and have a principal office in an emerging market country; or government issuers located in an emerging market country.

Fixed income securities of emerging market issuers in which the 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 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.

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.

S-5

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 to qualified borrowers 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 net assets in illiquid securities. The Fund may invest in options and futures for hedging purposes, and may enter into swa ps or related transactions. The Fund may invest in receipts, zero coupon securities, pay-in-kind bonds, Eurobonds, dollar rolls, and deferred payment securities.

There is no minimum rating standard for the Fund's securities and the Fund's securities will generally be in the lower or lowest rating categories (including those below investment grade, commonly referred to as "junk bonds"). Information about "junk bonds" is provided under "Fixed Income Securities."

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.

There are no restrictions on the Fund's average portfolio maturity, or on the maturity of any specific security. Maturities may vary widely depending on the advisers' assessment of interest rate trends and other economic and market factors. There may be no bottom limit on the ratings of high-yield securities that may be purchased or held by the Fund.

Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and additional capital gains tax liabilities.

The Fund is non-diversified, which means that it may invest in the securities of relatively few issuers. As a result, the Fund may be more susceptible to a single adverse economic or political occurrence affecting one or more of these issuers, and may experience increased volatility due to its investments in those 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 its assets in cash. In addition, the Fund may invest in the foregoing instruments and hold cash for liquidity purposes.

The Fund may purchase shares of ETFs to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities directly. Pursuant to an order issued by the SEC, the Fund may invest in iShares ETFs in excess of the limits set forth in Section 12(d)(1)(A) of the 1940 Act, provided that the Fund complies with the conditions of the SEC, as they may be amended, and any other applicable investment limitations.

TAX-MANAGED INTERNATIONAL EQUITY FUND—The Tax-Managed International Equity Fund seeks to provide long-term capital appreciation. There can be no assurance that the Fund will achieve its investment objective.

Under normal circumstances, the Fund will invest at least 80% of its net assets in equity securities. The Fund will invest primarily in common stocks and other equity securities of issuers of all capitalization ranges that are located in at least three countries other than the United States. The Fund will invest primarily in

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companies located in developed countries, but may also invest 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 ADRs traded on registered exchanges or NASDAQ, or sponsored or unsponsored EDRs, CDRs or GDRs.

The Fund expects to be fully invested in the primary investments described above, but may invest up to 20% of its net 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, invest up to 15% of its net assets in illiquid securities, lend its securities to qualified borrowers and invest in shares of other investment companies, including securities issued by passive foreign investment companies.

The Fund is designed for long-term taxable investors, including high net worth individuals. While the Fund seeks to maximize after-tax returns for its shareholders, the Fund is very likely to have taxable investment income and will likely realize taxable gains from time to time.

The Fund seeks to maximize after-tax returns for its shareholders in part by minimizing the taxes they incur in connection with the Fund's realization of investment income and capital gains. Taxable investment income will be minimized by investing primarily in lower yielding securities. If this strategy is carried out, the Fund can be expected to distribute relatively low levels of taxable investment income.

Realized capital gains will be minimized in part by investing primarily in established companies with the expectation of holding these securities for a period of years. The Fund's advisers will generally seek to avoid realizing short-term capital gains. When a decision is made to sell a particular appreciated security, the Fund will attempt to select for sale those share lots with holding periods sufficient to qualify for long-term capital gains treatment, and among those, the share lots with the highest cost basis. The Fund may, when prudent, sell securities to realize capital losses that can be used to offset realized capital gains.

To protect against price declines affecting securities with large unrealized gains, the Fund may use hedging techniques such as the purchase of put options, short sales "against the box," the sale of stock index futures contracts, and equity swaps. A short sale against the box is a taxable transaction to the Fund with respect to the securities that are sold short. By using these techniques rather than selling such securities, the Fund will attempt to reduce its exposure to price declines without realizing substantial capital gains under the current tax law. Although the Fund may utilize certain hedging strategies in lieu of selling appreciated securities, the Fund's exposure to losses during stock market declines may nonetheless be higher than that of other funds that do not follow a general policy of avoiding sales of highly-appreciated securities. There may be no bottom limit on the ratings of high-yield securities that may be purchased or held by the Fund.

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.

The Fund may purchase shares of ETFs to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities directly. Pursuant to an order issued by the SEC, the Fund may invest in iShares ETFs in excess of the limits set forth in Section 12(d)(1)(A) of the 1940 Act, provided that the Fund complies with the conditions of the SEC, as they may be amended, and any other applicable investment limitations.

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DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS

The following are descriptions of the permitted investments and investment practices discussed in the Funds' "Investment Objectives and Policies'' section and the associated risk factors. A Fund may purchase any of these instruments and/or engage in any of these investment practices if, in the opinion of the advisers, such investment will be advantageous to the Fund. A Fund is free to reduce or eliminate its activity in any of these areas. SIMC or a Sub-Adviser, as applicable, will only invest in any of the following instruments or engage in any of the following investment practices if such investment or activity is consistent with and permitted by a Fund's stated investment policies. There is no assurance that any of these strategies or any other strategies and methods of investment available to a Fund will result in the achievement of the Fund's objectives.

AMERICAN DEPOSITARY RECEIPTS—American Depositary Receipts ("ADRs"), as well as other "hybrid" forms of ADRs, including European Depositary Receipts ("EDRs"), Continental Depositary Receipts ("CDRs") and Global Depositary Receipts ("GDRs"), are certificates evidencing ownership of shares of a foreign issuer.

Depositary receipts may be sponsored or unsponsored. These certificates are issued by depositary banks and generally trade on an established market in the United States or elsewhere. The underlying shares are held in trust by a custodian bank or similar financial institution in the issuer's home country. The depositary bank may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding dividends and interest and corporate actions. ADRs are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, ADRs continue to be subject to many of the risks associated with investing directly in foreign securities.

Investments in the securities of foreign issuers may subject a Fund to investment risks that differ in some respects from those related to investments in securities of U.S. issuers. Such risks include future adverse political and economic developments, possible imposition of withholding taxes on income, possible seizure, nationalization or expropriation of foreign deposits, possible establishment of exchange controls or taxation at the source or greater fluctuation in value due to changes in exchange rates. Foreign issuers of securities often engage in business practices different from those of domestic issuers of similar securities, and there may be less information publicly available about foreign issuers. In addition, foreign issuers are, generally speaking, subject to less government supervision and regulation and different accounting treatment than are those in the United States.

Although the two types of depositary receipt facilities (unsponsored or sponsored) are similar, there are differences regarding a holder's rights and obligations and the practices of market participants. A depository may establish an unsponsored facility without participation by (or acquiescence of) the underlying issuer; typically, however, the depository requests a letter of non-objection from the underlying issuer prior to establishing the facility. Holders of unsponsored depositary receipts generally bear all the costs of the facility. The depository usually charges fees upon the deposit and withdrawal of the underlying securities, the conversion of dividends into U.S. dollars or other currency, the disposition of non-cash distributions, and the performance of other services. The depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the underlying issuer or to pass through voting rights to depositary receipt holders with respect to the underlying securities.

Sponsored depositary receipt facilities are created in generally the same manner as unsponsored facilities, except that sponsored depositary receipts are established jointly by a depository and the underlying issuer through a deposit agreement. The deposit agreement sets out the rights and responsibilities of the underlying issuer, the depository, and the depositary receipt holders. With sponsored facilities, the underlying issuer typically bears some of the costs of the depositary receipts (such as dividend payment fees of the depository), although most sponsored depositary receipts holders may bear costs such as deposit and withdrawal fees. Depositories of most sponsored depositary receipts agree to distribute notices of shareholder meetings, voting instructions, and other shareholder communications and information to the depositary receipt holders at the underlying issuer's request.

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ASSET-BACKED SECURITIES—Asset-backed securities are securities backed by non-mortgage assets such as company receivables, truck and auto loans, leases and credit card receivables. Other asset-backed securities may be created in the future. Asset-backed securities are generally issued as pass-through certificates, which represent undivided fractional ownership interests in the underlying pools of assets. Asset-backed 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 debt obligations. Asset-backed securities may be traded over-the-counter and typically have a short-intermediate maturity structure depending on the paydown characteristics of the underlying financial assets w hich are passed through to the security holder.

Asset-backed securities are not issued or guaranteed by the U.S. Government, its agencies or instrumentalities; however, the payment of principal and interest on such obligations may be guaranteed up to certain amounts and, 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 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 collateral may not, in some cases, be available to support payments on those securities.

Asset-backed 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 holder. There may be a limited secondary market for such securities.

Collateralized Debt Obligations. Collateralized debt obligations ("CDOs") are securitized interests in pools of non-mortgage assets. Such assets usually comprise loans or debt instruments. A CDO may be called a collateralized loan obligation (CLO) if it holds only loans. Multiple levels of securities are issued by the CDO, offering various maturity and credit risk characteristics which are characterized according to their degree of credit risk. Purchasers in CDOs are credited with their portion of the scheduled payments of interest and principal on the underlying assets plus all unscheduled prepayments of principal based on a predetermined priority schedule. Accordingly, the CDOs in the longer maturity series are less likely than other asset pass-throughs to be prepaid prior to their stated maturity.

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 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. Brady Bonds 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 coll ateralized 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.

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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 sov ereign debt securities in which a Fund may invest will not be subject to similar restructuring arrangements or to requests for new credit which may adversely affect the 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.

COMMERCIAL PAPER—Commercial paper is the term used to designate unsecured short-term promissory notes issued by corporations and other entities. Maturities on these issues vary from a few days up to 270 days.

DOLLAR ROLLS—"Dollar rolls" are transactions in which a 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. If a Fund enters into dollar roll transactions, the Fund will "cover" its position as required by the 1940 Act.

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 is 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 SIMC or a Sub-Adviser, as applicable, selects to mitigate this risk by only purchasing from issuers with high credit ratings). 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, a Fund's investment in such warrants may be limited by certain investment restrictions contained in the 1940 Act.

EQUITY SECURITIES—Equity securities represent ownership interests in a company and include common stocks, preferred stocks, warrants to acquire common stock and securities convertible into common stock. Investments in equity securities in general are subject to market risks, which may cause their prices to fluctuate over time. Fluctuations in the value of equity securities in which a Fund invests will cause the net

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asset value of the Fund to fluctuate. The Funds purchase and sell equity securities in various ways, including securities listed on recognized foreign exchanges, traded in the United States on registered exchanges or in the over-the-counter market. Equity securities are described in more detail below:

Common Stock. Common stock represents an equity or ownership interest in an issuer. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds and preferred stock take precedence over the claims of those who own common stock.

Preferred Stock. Preferred stock represents an equity or ownership interest in an issuer that pays dividends at a specified rate and that has precedence over common stock in the payment of dividends. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds take precedence over the claims of those who own preferred and common stock. The Funds may purchase preferred stock of all ratings, as well as unrated stock.

Warrants. Warrants are instruments that entitle the holder to buy an equity security at a specific price for a specific period of time. Changes in the value of a warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant may be more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss. Warrants do not entitle a holder to dividends or voting rights with respect to the underlying security and do not represent any rights in the assets of the issuing company. A warrant ceases to have value if it is not exercised prior to its expiration date. These factors can make warrants more speculative than other types of investments.

Convertible Securities. Convertible securities are bonds, debentures, notes, preferred stocks or other securities that may be converted or exchanged (by the holder or by the issuer) into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio. A convertible security may also be called for redemption or conversion by the issuer after a particular date and under certain circumstances (including a specified price) established upon issue. If a convertible security held by a Fund is called for redemption or conversion, the Fund could be required to tender it for redemption, convert it into the underlying common stock, or sell it to a third party.

Convertible securities generally have less potential for gain or loss than common stocks. Convertible securities generally provide yields higher than the underlying common stocks, but generally lower than comparable non-convertible securities. Because of this higher yield, convertible securities generally sell at a price above their "conversion value," which is the current market value of the stock to be received upon conversion. The difference between this conversion value and the price of convertible securities will vary over time depending on changes in the value of the underlying common stocks and interest rates. When the underlying common stocks decline in value, convertible securities will tend not to decline to the same extent because of the interest or dividend payments and the repayment of principal at maturity for certain types of convertible securities. However, securities that are convertible other than at the option of the holde r generally do not limit the potential for loss to the same extent as securities convertible at the option of the holder. When the underlying common stocks rise in value, the value of convertible securities may also be expected to increase. At the same time, however, the difference between the market value of convertible securities and their conversion value will narrow, which means that the value of convertible securities will generally not increase to the same extent as the value of the underlying common stocks. Because convertible securities may also be interest-rate sensitive, their value may increase as interest rates fall and decrease as interest rates rise. Convertible securities are also subject to credit risk, and are often lower-quality securities. The Funds may purchase convertible securities of all ratings, as well as unrated securities.

Small and Medium Capitalization Issuers. Investing in equity securities of small and medium capitalization companies often involves greater risk than is customarily associated with investments in larger capitalization companies. This increased risk may be due to the greater business risks of smaller size, limited markets and financial resources, narrow product lines and the frequent lack of depth of management. The securities of smaller companies are often traded over-the-counter and, even if listed on a national securities exchange, may not be traded in volumes typical for that exchange. Consequently, the securities of smaller

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companies are likely to be less liquid, 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.

EUROBONDS—A Eurobond is a fixed income security 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 and 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 the fixed income securities in which a Fund invests will 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 necessarily affect cash income derived from these securities, but will affect a Fund's net asset value.

Additional information regarding fixed income securities is described below:

Duration. Duration is a measure of the expected change in value of a fixed income security for a given change in interest rates. For example, if interest rates changed by one percent, the value of a security having an effective duration of two years generally would vary by two percent. Duration takes the length of the time intervals between the present time and time that the interest and principal payments are scheduled, or in the case of a callable bond, expected to be received, and weighs them by the present values of the cash to be received at each future point in time.

Investment Grade Fixed Income Securities. Fixed income securities are considered investment grade if they are rated in one of the four highest rating categories by a nationally recognized statistical rating organization ("NRSRO"), or, if not rated, are determined to be of comparable quality by SIMC or a Sub-Adviser, as applicable. See "Appendix A—Description of Corporate Bond Ratings" for a description of the bond rating categories of several NRSROs. Ratings of each NRSRO represent its opinion of the safety of principal and interest payments (and not the market risk) of bonds and other fixed income securities it undertakes to rate at the time of issuance. Ratings are not absolute standards of quality and may not reflect changes in an issuer's creditworthiness. Investment grade fixed income securities rated in the fourth highest category lack outstanding inve stment characteristics, and have speculative characteristics as well. Securities rated Baa3 by Moody's or BBB- by S&P or higher are considered by those rating agencies to be "investment grade" securities, although Moody's considers securities rated in the Baa category to have speculative characteristics. While issuers of bonds rated BBB by S&P are considered to have adequate capacity to meet their financial commitments, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and principal for debt in this category than debt in higher rated categories. In the event a security owned by a Fund is downgraded below investment grade, SIMC or the Sub-Adviser, as applicable, will review the situation and take appropriate action with regard to the security, including the actions discussed below.

Lower Rated Securities. Lower rated bonds or non-investment grade bonds are 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 an NRSRO. Such obligations are speculative and may be in default.

Fixed income securities are subject to the risk of an issuer's ability to meet principal and interest payments on the obligation (credit risk), and may also be subject to price volatility due to such factors as

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interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (market risk). Lower rated or unrated (i.e., high yield) securities are more likely to react to developments affecting market and credit risk than are more highly rated securities, which primarily react to movements in the general 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 th e relative risks of investing in high yield securities and understand that such securities generally are not 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 may not be as liquid as the secondary market for more highly rated securities. As a result, SIMC or a Sub-Adviser, as applicable, 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 highly liquid. Furthermore, a Fund 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 such Fund's net asset value. Prices for high yield securiti es may also be affected by legislative and regulatory developments.

Lower rated or unrated fixed income obligations also present risks based on payment expectations. If an issuer calls the obligations for redemption, a Fund may have to replace the security with a lower yielding security, resulting in a decreased return for investors. If a Fund experiences unexpected net redemptions, 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.

Sensitivity to Interest Rate and Economic Changes. Lower rated bonds are very sensitive to adverse economic changes and corporate developments. During an economic downturn, highly leveraged issuers may experience financial stress that would adversely 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, a 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 a 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, a 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 may decrease in a rising interest rate market, as will the value of a Fund's assets. If a 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.

Liquidity and Valuation. There may be little trading in the secondary market for particular bonds, which may affect adversely a Fund's ability to value accurately or dispose of such bonds. Adverse publicity and investor perception, whether or not based on fundamental analysis, may decrease the value and liquidity of high-yield, high-risk bonds, especially in a thin market.

Taxes. A Fund may purchase debt securities (such as zero coupon or pay-in-kind securities) that contain original issue discount. Original issue discount that accretes in a taxable year is treated as earned by a Fund and therefore is subject to the distribution requirements applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). Because the original issue discount earned by a 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.

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FOREIGN SECURITIES—Foreign securities are securities issued by non-U.S. issuers. Investments in foreign securities may subject a Fund to investment risks that differ in some respects from those related to investments in securities of U.S. issuers. Such risks include future adverse political and economic developments, possible imposition of withholding taxes on income, possible seizure, nationalization, or expropriation of foreign deposits, possible establishment of exchange controls or taxation at the source or greater fluctuations in value due to changes in the exchange rates. Foreign issuers of securities often engage in business practices different from those of domestic issuers of similar securities, and there may be less information publicly available about foreign issuers. In addition, foreign issuers are, generally speaking, subject to less government supervision and regulation and different accounting treatment than are those in the United States. Foreign branches of U.S. banks and foreign banks may be subject to less stringent reserve requirements than those applicable to domestic branches of U.S. banks.

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. Such investments may also entail higher custodial fees and sales commissions than domestic investments.

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 an 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 or government-related securities of emerging market countries and restructured debt instruments in emerging markets 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.

FORWARD FOREIGN CURRENCY CONTRACTS—A forward foreign currency contract involves a negotiated obligation to purchase or sell a specific currency at a future date (with or without delivery required), which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are traded in the interbank market conducted directly between currency traders (usually large, commercial banks) and their customers. A forward foreign currency contract generally has no deposit requirement, and no commissions are charged at any stage for trades.

Forward contracts generally may not be liquidated prior to the stated maturity date, although the parties to a contract may agree to enter into a second offsetting transaction with the same maturity, thereby fixing each party's profit or loss on the two transactions. Nevertheless, each position must still be maintained to maturity unless the parties separately agree on an earlier settlement date. As a result, a party to a forward contract must be prepared to perform its obligations under each such contract in full. Parties to a forward contract may also separately agree to extend the contract by "rolling" it over prior to the originally scheduled settlement date.

The Funds may use currency instruments as part of a hedging strategy, as described below.

Transaction Hedging. Transaction Hedging is entering into a currency transaction with respect to specific assets or liabilities of a Fund, which will generally arise in connection with the purchase or sale of its portfolio securities or the receipt of income therefrom. A Fund may enter into Transaction Hedging out of

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a desire to preserve the U.S. dollar price of a security when it enters into a contract for the purchase or sale of a security denominated in a foreign currency. A Fund may be able to protect itself against possible losses resulting from changes in the relationship between the U.S. dollar and foreign currencies during the period between the date the security is purchased or sold and the date on which payment is made or received by entering into a forward contract for the purchase or sale, for a fixed amount of dollars, of the amount of the foreign currency involved in the underlying security transactions.

Position Hedging. A Fund may sell a non-U.S. currency and purchase U.S. currency to reduce exposure to the non-U.S. currency ("Position Hedging"). A Fund may use Position Hedging when an adviser reasonably believes that the currency of a particular foreign country may suffer a substantial decline against the U.S. dollar. A Fund may enter into a forward foreign currency contract to sell, for a fixed amount of dollars, the amount of foreign currency approximating the value of some or all of its portfolio securities denominated in such foreign currency. The precise matching of the forward foreign currency contract amount and the value of the portfolio securities involved may not have a perfect correlation since the future value of the securities hedged will change as a consequence of the market between the date the forward contract is entered into and the date it ma tures. The projection of short-term currency market movement is difficult, and the successful execution of this short-term hedging strategy is uncertain.

Cross Hedges. A Fund may also cross-hedge currencies by entering into transactions to purchase or sell one or more currencies that are expected to decline in value relative to other currencies to which the Fund has or in which the Fund expects to have portfolio exposure.

Proxy Hedges. A Fund may also engage in proxy hedging. Proxy hedging is often used when the currency to which a Fund's portfolio is exposed is difficult to hedge or to hedge against the U.S. dollar. Proxy hedging entails entering into a forward contract to sell a currency whose changes in value are generally considered to be linked to a currency or currencies in which some or all of a Fund's portfolio securities are or are expected to be denominated, and to buy U.S. dollars. The amount of the contract would not exceed the value of the Fund's securities denominated in linked currencies.

In addition to the hedging transactions described above, the International Equity and International Fixed Income Funds may also engage in currency transactions in an attempt to take advantage of certain inefficiencies in the currency exchange market, to increase their exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another.

A Fund (except the International Equity and International Fixed Income Funds) will not enter into a transaction to hedge currency exposure to an extent greater, after netting all transactions intended wholly or partially to offset other transactions, than the aggregate market value (at the time of entering into the transaction) of the securities held in its portfolio that are denominated or generally quoted in or currently convertible into such currency, other than with respect to proxy hedging as described above. The International Equity and International Fixed Income Funds may take long and short positions in foreign currencies in excess of the value of the Fund's assets denominated in a particular currency or when the Fund does not own assets denominated in that currency.

The Funds may engage in non-deliverable forward transactions. A non-deliverable forward is a transaction that represents an agreement between a Fund and a counterparty (usually a commercial bank) to buy or sell a specified (notional) amount of a particular currency at an agreed upon foreign exchange rate on an agreed upon future date. The non-deliverable forward transaction position is closed using a fixing rate, as defined by the central bank in the country of the currency being traded, that is generally publicly stated within one or two days prior to the settlement date. Unlike other currency transactions, there is no physical delivery of the currency on the settlement of a non-deliverable forward transaction. Rather, a Fund and the counterparty agree to net the settlement by making a payment in U.S. dollars or another fully convertible currency that represents any differential between the foreign exchange rate agreed upon at the inception of the non-deliverable forward agreement and the actual exchange rate on the agreed upon future date. Thus, the actual gain or loss of a given non-deliverable forward transaction is calculated by multiplying the transaction's

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notional amount by the difference between the agreed upon forward exchange rate and the actual exchange rate when the transaction is completed.

The Funds may invest in options on foreign currencies and futures. Trading options on currency futures is relatively new, and the ability to establish and close out positions on such options is subject to the maintenance of a liquid market, which may not always be available. An option on a currency provides the purchaser, or "holder," with the right, but not the obligation, to purchase, in the case of a "call" option, or sell, in the case of a "put" option, a stated quantity of the underlying currency at a fixed exchange rate up to a stated expiration date (or, in the case of certain options, on such date). The holder generally pays a nonrefundable fee for the option, referred to as the "premium," but cannot lose more than this amount, plus related transaction costs. Thus, where a Fund is a holder of option contracts, such losses will be limited in absolute amount. In contrast to a forward contract, an option imposes a binding obligation onl y on the seller, or "writer." If the holder exercises the option, the writer is obligated to complete the transaction in the underlying currency. An option generally becomes worthless to the holder when it expires. In addition, in the context of an exchange-traded option, the writer is often required to deposit initial margin and may be required to increase the margin on deposit if the market moves against the writer's position. Options on currencies may be purchased in the over-the-counter market between commercial entities dealing directly with each other as principals. In purchasing an over-the-counter currency option, the holder is subject to the risk of default by the writer and, for this reason, purchasers of options on currencies may require writers to post collateral or other forms of performance assurance.

The Funds may invest in foreign currency futures contracts. Buyers and sellers of currency futures are subject to the same risks that apply to the use of futures generally, which are described elsewhere in this SAI. Further, settlement of a currency futures contract for the purchase of most currencies must occur at a bank based in the issuing nation, which may subject a Fund to additional risk.

Risks.  Currency transactions are subject to risks that are different from those of other portfolio transactions. Currency exchange rates may fluctuate based on factors extrinsic to that country's economy. Although forward foreign currency contracts and currency futures tend to minimize the risk of loss due to a decline in the value of the hedged currency, at the same time they may limit any potential gain which might result should the value of such currency increase. Because currency control is of great importance to the issuing governments and influences economic planning and policy, purchase and sales of currency and related instruments can be negatively affected by government exchange controls, blockages, and manipulations or exchange restrictions imposed by governments. These can result in losses to a Fund if it is unable to deliver or receive currency o r funds in settlement of obligations and could also cause hedges it has entered into to be rendered useless, resulting in full currency exposure as well as incurring transaction costs. Buyers and sellers of currency futures are subject to the same risks that apply to the use of futures generally. Further, settlement of a currency futures contract for the purchase of most currencies must occur at a bank based in the issuing nation. Trading options on currency futures are relatively new, and the ability to establish and close out positions on such options is subject to the maintenance of a liquid market, which may not always be available.

If the International Equity and International Fixed Income Funds enter into currency transactions when they do not own assets denominated in that currency, the Funds' volatility may increase and losses on such transactions will not be offset by increases in the value of the Funds' assets.

Currency hedging involves some of the same risks and considerations as other transactions with similar instruments. Currency transactions can result in losses to a Fund if the currency being hedged fluctuates in value to a degree in a direction that is not anticipated. Furthermore, there is a risk that the perceived linkage between various currencies may not be present or may not be present during the particular time that a Fund is engaging in proxy hedging. Suitable hedging transactions may not be available in all circumstances. Hedging transactions may also eliminate any chance for a Fund to benefit from favorable fluctuations in relevant foreign currencies. If a Fund enters into a currency transaction, the Fund will "cover" its position as required by the 1940 Act.

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FUTURES AND OPTIONS ON 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. 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.

A Fund will reduce 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 regulated by the Commodities Futures Trading Commission ("CFTC"). Consistent with CFTC regulations, the Funds have claimed an exclusion from the definition of the term "commodity pool operator" under the Commodity Exchange Act and, therefore, are not subject to registration or regulation as a pool operator under the Commodity Exchange Act. A Fund may use futures contracts and related options for either hedging purposes or risk management purposes, as permitted by its stated investment policies, except that the International Fixed Income Fund may buy and sell currencies using futures and related options for purposes other than hedging and risk management. Instances in which a Fund may use futures contracts and related options for risk management purposes include: attempting t o offset changes in the value of securities held or expected to be acquired or be disposed of; attempting to minimize fluctuations in foreign currencies; attempting to gain exposure to a particular market, index or instrument; or other risk management purposes.

When a Fund purchases or sells a futures contract, or sells an option thereon, the Fund is required to "cover" its position as required by the 1940 Act. A Fund may also "cover" its long position in a futures contract by purchasing a put option on the same futures contract with a strike price (i.e., an exercise price) as high or higher than the price of the futures contract. In the alternative, if the strike price of the put is less than the price of the futures contract, the Fund will maintain in a segregated account cash or liquid securities equal in value to the difference between the strike price of the put and the price of the futures contract. A Fund may also "cover" its long position in a futures contract by taking a short position in the instruments underlying the futures contract, or b y taking positions in instruments with prices which are expected to move relatively consistently with the futures contract. A Fund may "cover" its short position in a futures contract by taking a long position in the instruments underlying the futures contract, or by taking positions in instruments with prices which are expected to move relatively consistently with the futures contract.

A Fund may also "cover" its sale of a call option on a futures contract by taking a long position in the underlying futures contract at a price less than or equal to the strike price of the call option. In the alternative, if the long position in the underlying futures contract is established at a price greater than the strike price of the written (sold) call, the Fund will maintain in a segregated account cash or liquid securities equal in value to the difference between the strike price of the call and the price of the futures contract. A Fund may also "cover" its sale of a call option by taking positions in instruments with prices which are expected to move relatively consistently with the call option. A Fund may "cover" its sale of a put option on a futures contract by taking a short position in the underlying futures contract at a price greater than or equal to the strike price of the put option, or, if the short position in the underly ing futures contract is established at a price less than the strike price of the written put, the Fund will maintain in a segregated account cash or liquid securities equal in value to the difference between the strike price of the put and the price of the futures contract. A Fund may also "cover" its sale of a put option by taking positions in instruments with prices which are expected to move relatively consistently with the put option.

There are significant risks associated with a Fund's use of futures contracts and options on futures including the following: (1) the success of a hedging strategy may depend on the ability of SIMC or a Sub-Adviser, as applicable, 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 changes in market value of the securities held by a Fund and the prices of futures and options on futures; (3) there may not be a liquid secondary

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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. In addition, some strategies reduce a Fund's exposure to price fluctuations, while others tend to increase its market exposure.

HIGH YIELD FOREIGN SOVEREIGN DEBT SECURITIES—The Emerging Markets Debt Fund may purchase High Yield Foreign Sovereign Debt Securities. Investing in fixed and floating rate high yield foreign sovereign debt securities will expose a 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 a Fund may invest have historically experienced, and may continue to experience, high rates of inflation, high interest rates, exchange rate or trade dif ficulties 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 sold or disposed of in the ordinary course of business (within seven days) at approximately the prices at which they are valued. Because of their illiquid nature, illiquid securities must be priced at fair value as determined in good faith pursuant to procedures approved by the Trust's Board of Trustees (the "Board"). Despite such good faith efforts to determine fair value prices, a Fund's illiquid securities are subject to the risk that the security's fair value price may differ from the actual price which the Fund may ultimately realize upon its sale or disposition. Difficulty in selling illiquid securities may result in a loss or may be costly to the Fund. Under the supervision of the Board, SIMC or a Sub-Adviser, as applicable, determines the liquidity of a Fund's investments. In deter mining the liquidity of the Fund's investments, SIMC or a Sub-Adviser, as applicable, may consider various factors, including: (1) the frequency and volume of trades and quotations; (2) the number of dealers and prospective purchasers in the marketplace; (3) dealer undertakings to make a market; and (4) the nature of the security and the market in which it trades (including any demand, put or tender features, the mechanics and other requirements for transfer, any letters of credit or other credit enhancement features, any ratings, the number of holders, the method of soliciting offers, the time required to dispose of the security, and the ability to assign or offset the rights and obligations of the security).

INTERFUND LENDING AND BORROWING ARRANGEMENTS—The SEC has granted an exemption that permits the Funds to participate in an interfund lending program (the "Program") with all other funds advised by SIMC ("SEI Funds"). The Program allows the SEI Funds to lend money to and borrow money from each other for temporary or emergency purposes. Currently, the Program has not yet been implemented. Participation in the Program is voluntary for both borrowing and lending funds. Interfund loans may be made only when the rate of interest to be charged is more favorable to the lending fund than an investment in overnight repurchase agreements ("Repo Rate"), and more favorable to the borrowing fund than

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the rate of interest that would be charged by a bank for short-term borrowings ("Bank Loan Rate"). The Bank Loan Rate will be determined using a formula approved by the SEI Funds' Board of Trustees. The interest rate imposed on interfund loans is the average of the Repo Rate and the Bank Loan Rate.

All interfund loans and borrowings must comply with the conditions set forth in the exemption, which are designed to ensure fair and equitable treatment of all participating funds. Each Fund's participation in the Program must be consistent with its investment policies and limitations, and is subject to certain percentage limitations. Upon implementation of the Program SIMC will administer the Program according to procedures approved by the SEI Funds' Board. In addition, the Program will be subject to oversight and periodic review by the Board of Trustees.

INVESTMENT COMPANIES—Securities of other investment companies, including shares of closed-end investment companies, unit investment trusts, open-end investment companies, and real estate investment trusts ("REITs") represent interests in professionally managed portfolios that may invest in various types of instruments. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but may involve additional expenses at the investment company-level, such as portfolio management fees and operating expenses. Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock exchange or over-the-counter at a premium or a discount to their net asset value. Others are continuously offered at net asset value, but may also be traded in the secondary market. Federal securities laws limit the extent to which a Fund can invest in securities of other investment companies. Generally, a Fund is prohibited from acquiring the securities of another investment company if, as a result of such acquisition: (1) the Fund owns more than 3% of the total voting stock of the other company; (2) securities issued by any one investment company represent more than 5% of the Fund's total assets; or (3) securities (other than treasury stock) issued by all investment companies represent more than 10% of the total assets of the Fund. The Trust and SIMC have obtained an order from the SEC that permits the Funds to invest their uninvested cash and cash collateral from securities lending activities in one or more affiliated investment companies, which complies with Rule 2a-7 under the 1940 Act, in excess of the limits of Section 12 of the 1940 Act. A Fund may invest in investment companies managed by SIMC or a Fund's Sub-Adviser to the extent permitted by any rule or regulation of the SEC or any order or interpretation thereunder.

The Funds are prohibited from acquiring any securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(G) or Section 12(d)(1)(F) of the 1940 Act.

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 also may incur tax liability to the extent it invests in the stock of a foreign issuer that constitutes a passive foreign investment company.

Exchange-Traded Funds. Exchange-traded funds ("ETFs") are investment companies that are registered under the 1940 Act as open-end funds or unit investment trusts. ETFs are actively traded on national securities exchanges and are generally based on specific domestic and foreign market indices. An "index-based ETF" seeks to track the performance of an index by holding in its portfolio either the contents of the index or a representative sample of the securities in the index. Because ETFs are based on an underlying basket of stocks or an index, they are subject to the same market fluctuations as these types of securities in volatile market swings.

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 a 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

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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, a 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, a 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.

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 SECURITIES—Money market securities include: short-term U.S. Government securities; custodial receipts evidencing separately traded interest and principal components of securities issued by the U.S. Treasury; commercial paper rated in the highest short-term rating category by an NRSRO, such as S&P or Moody's, or determined by SIMC or a Sub-Adviser, as applicable, to be of comparable quality at the time of purchase; short-term bank obligations (certificates of deposit, time deposits and bankers' acceptances) of U.S. commercial banks with assets of at least $1 billion as of the end of their most recent fiscal year; and repurchase agreements involving such securities. For a description of ratings, see Appendix A to this SAI.

MORTGAGE-BACKED SECURITIES—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 floating mortgages. Mortgage-backed securities are described in more detail below:

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 are the Government National Mortgage Association ("GNMA"), Fannie Mae and the Federal Home Loan Mortgage Corporation ("Freddie Mac"). GNMA, Fannie Mae and Freddie Mac each guarantee timely distributions of interest to certificate holders. GNMA and Fannie Mae also guarantee timely distributions of scheduled principal. In the past, Freddie Mac has only guaranteed the ultimate collection of principal of the underlying mortgage loan; however, Freddie Mac now issues mortgage-backed securities (FHLMC Gold PCS) which also guarantee timely payment of monthly principal reductions. Government and private guarantees do not extend to the se curities' value, which is likely to vary inversely with fluctuations in interest rates.

There is a number of important differences among the agencies and instrumentalities of the U.S. Government that issue mortgage-backed securities and among the securities that they issue. Mortgage-backed securities issued by GNMA include GNMA Mortgage Pass-Through Certificates (also known as "Ginnie Maes") that are guaranteed as to the timely payment of principal and interest by GNMA and are backed by the full faith and credit of the U.S. Government. GNMA is a wholly-owned U.S. Government corporation within the Department of Housing and Urban Development. GNMA certificates also are supported by the authority of GNMA to borrow funds from the U.S. Treasury to make payments under its guarantee. Mortgage-backed securities issued by Fannie Mae include Fannie Mae Guaranteed Mortgage Pass-Through Certificates (also known as "Fannie Maes") that are solely the obligations of Fannie Mae and are not backed by or entitled to the full faith and credit of the U.S. Government. Fannie Mae is a government-sponsored organization owned entirely by private stockholders. Fannie Maes are guaranteed as to timely payment of the principal and interest by Fannie Mae. Mortgage-backed securities issued by Freddie Mac include Freddie Mac Mortgage Participation Certificates (also known as "Freddie Macs" or "PCs"). Freddie Mac is a corporate instrumentality of the U.S. Government, created pursuant to an Act of Congress, which is owned entirely by

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Federal Home Loan Banks. Freddie Macs are not backed by the full faith and credit of the U.S. Government, and therefore are not guaranteed by the U.S. Government or by any Federal Home Loan Bank and do not constitute a debt or obligation of the U.S. Government or of any Federal Home Loan Bank. Freddie Macs entitle the holder to timely payment of interest, which is guaranteed by Freddie Mac. Freddie Mac guarantees either ultimate collection or timely payment of all principal payments on the underlying mortgage loans. When Freddie Mac does not guarantee timely payment of principal, Freddie Mac may remit the amount due on account of its guarantee of ultimate payment of principal at any time after default on an underlying mortgage, but in no event later than one year after it becomes payable.

The market value and interest yield of these mortgage-backed securities can vary due to market interest rate fluctuations and early prepayments of underlying mortgages. These securities represent ownership in a pool of federally insured mortgage loans with a maximum maturity of 30 years. However, due to scheduled and unscheduled principal payments on the underlying loans, these securities have a shorter average maturity and, therefore, less principal volatility than a comparable 30-year bond. Since prepayment rates vary widely, it is not possible to accurately predict the average maturity of a particular mortgage-backed security. The scheduled monthly interest and principal payments relating to mortgages in the pool will be "passed through" to investors.

Government mortgage-backed securities differ from conventional bonds in that principal is paid back to the certificate holders over the life of the loan rather than at maturity. As a result, there will be monthly scheduled payments of principal and interest. In addition, there may be unscheduled principal payments representing prepayments on the underlying mortgages. Although these securities may offer yields higher than those available from other types of U.S. Government securities, mortgage-backed securities may be less effective than other types of securities as a means of "locking in" attractive long-term rates because of the prepayment feature. For instance, when interest rates decline, the value of these securities likely will not rise as much as comparable debt securities due to the prepayment feature. In addition, these prepayments can cause the price of a mortgage-backed security originally purchased at a premium to decline in price to its par value, which may result in a loss.

Private Pass-Through Securities. Private pass-through securities 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 generally lack a guarantee by an entity having the credit status of a governmental agency or instrumentality. The two principal types of private mortgage-backed securities are collateralized mortgage obligations ("CMOs") and real estate mortgage investment conduits ("REMICs").

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.

CMOs. CMOs are securities collateralized by mortgages, mortgage pass-throughs, mortgage pay-through bonds (bonds representing an interest in a pool of mortgages where the cash flow generated from the mortgage collateral pool is dedicated to bond repayment), and mortgage-backed bonds (general obligations of the issuers payable out of the issuers' general funds and additionally secured by a first lien on a pool of single family detached properties). CMOs are rated in one of the two highest categories by S&P or Moody's. Many CMOs are issued with a number of classes or series which have different expected maturities. Investors purchasing such CMOs are credited with their portion of the scheduled payments of interest and principal on the underlying mortgages plus all unscheduled prepayments of principal based on a predetermined priority schedule. Accordingly, the CMOs in the longer maturity series are less likely than other mortgage pass-throughs to be prepaid prior to their stated maturity. Although some of the mortgages underlying CMOs may be supported by various types of insurance, and some CMOs may be backed by GNMA certificates or other mortgage pass-throughs issued or guaranteed by U.S. Government agencies or instrumentalities, the CMOs themselves are not generally guaranteed.

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REMICs. REMICs are private entities formed for the purpose of holding a fixed pool of mortgages secured by interests in real property. Guaranteed REMIC pass-through certificates ("REMIC Certificates") issued by Fannie Mae or Freddie Mac represent beneficial ownership interests in a REMIC trust consisting principally of mortgage loans or Fannie Mae, Freddie Mac or GNMA-guaranteed mortgage pass-through certificates. For Freddie Mac REMIC Certificates, Freddie Mac guarantees the timely payment of interest. GNMA REMIC Certificates are backed by the full faith and credit of the U.S. Government.

Adjustable Rate Mortgage Securities ("ARMS"). ARMS are a form of pass-through security representing interests in pools of mortgage loans whose interest rates are adjusted from time to time. The adjustments usually are determined in accordance with a predetermined interest rate index and may be subject to certain limits. While the value of ARMS, like other debt securities, generally varies inversely with changes in market interest rates (increasing in value during periods of declining interest rates and decreasing in value during periods of increasing interest rates), the value of ARMS should generally be more resistant to price swings than other debt securities because the interest rates of ARMS move with market interest rates. The adjustable rate feature of ARMS will not, however, eliminate fluctuations in the prices of ARMS, particularly during periods of extre me fluctuations in interest rates. Also, since many adjustable rate mortgages only reset on an annual basis, it can be expected that the prices of ARMS will fluctuate to the extent that changes in prevailing interests rates are not immediately reflected in the interest rates payable on the underlying adjustable rate mortgages.

Stripped Mortgage-Backed Securities. Stripped mortgage-backed securities are securities that are created when a U.S. Government agency or a financial institution separates the interest and principal components of a mortgage-backed security and sells them as individual securities. The holder of the "principal-only" security ("PO") receives the principal payments made by the underlying mortgage-backed security, while the holder of the "interest-only" security ("IO") receives interest payments from the same underlying security. The prices of stripped mortgage-backed securities may be particularly affected by changes in interest rates. As interest rates fall, prepayment rates tend to increase, which tends to reduce prices of IOs and increase prices of POs. Rising interest rates can have the opposite effect.

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.

Estimated Average Life. Due to the possibility of prepayments of the underlying mortgage instruments, mortgage-backed securities generally do not have a known maturity. In the absence of a known maturity, market participants generally refer to an estimated average life. An average life estimate is a function of an assumption regarding anticipated prepayment patterns, based upon current interest rates, current conditions in the relevant housing markets and other factors. The assumption is necessarily subjective, and thus different market participants can produce different average life estimates with regard to the same security. There can be no assurance that estimated average life will be a security's actual average life.

NON-DIVERSIFICATION—The International Fixed Income and Emerging Markets Debt Funds are non-diversified investment companies, as defined in the 1940 Act, which means that a relatively high percentage of their assets may be invested in the obligations of a limited number of issuers. 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

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to qualify as a regulated investment company under 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 DOMESTIC BANKS, FOREIGN BANKS AND FOREIGN BRANCHES OF U.S. BANKS—The Funds may invest in obligations issued by banks and other savings institutions. Investments in bank obligations include obligations of domestic branches of foreign banks and foreign branches of domestic banks. Such investments in domestic branches of foreign banks and foreign branches of domestic banks may involve risks that are different from investments in securities of domestic branches of U.S. banks. These risks may include future unfavorable political and economic developments, possible withholding taxes on interest income, seizure or nationalization of foreign deposits, currency controls, interest limitations, or other governmental restrictions which might affect the payment of principal or interest on the securities held by a Fund. Additionally, these institutions may b e subject to less stringent reserve requirements and to different accounting, auditing, reporting and recordkeeping requirements than those applicable to domestic branches of U.S. banks. Bank obligations include the following:

Bankers' Acceptances. Bankers' acceptances are bills of exchange or time drafts drawn on and accepted by a commercial bank. Corporations use bankers' acceptances to finance the shipment and storage of goods and to furnish dollar exchange. Maturities are generally six months or less.

Certificates of Deposit. Certificates of deposit are interest-bearing instruments with a specific maturity. They 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 with penalties for early withdrawal will be considered illiquid. Additional information about illiquid securities is provided under the section "Illiquid Securities."

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 securities. Additional information about illiquid securities is provided under the section "Illiquid Securities."

OBLIGATIONS OF SUPRANATIONAL ENTITIES—Supranational entities are entities established through the joint participation of several governments, and include 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 "stockholders," 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. Obligations of supranational entities may be purchased by the Emerging Markets Equity and Emerging Markets Debt Funds.

OPTIONS—A Fund may purchase and write put and call options on indices 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.

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" as required by the 1940 Act.

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

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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. All options written on indices or securities must be "covered" as required by the 1940 Act.

Each Fund may trade put and call options on securities, securities indices and currencies, as SIMC or a Sub-Adviser, as applicable, determines is appropriate in seeking the Fund's investment objective, and except as restricted by the Fund's investment limitations as set forth below. See "Investment Limitations."

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. If a Fund is unable to effect a closing purchase transaction with respect to an option it has written, it will not be able to sell the underlying security until the option expires or the Fund delivers the security upon exercise.

A Fund may purchase put and call options on securities for any lawful purpose, including 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 for such options. 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.

A Fund may write (i.e., sell) "covered" call options on securities for any lawful purpose, including as a means of increasing the yield on its assets and as a means of providing limited protection against decreases in its market value. When a Fund writes an option, if the underlying securities do not increase or decrease, as applicable, 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 ab ove 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 a price in excess of the market value of such securities.

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 normally done by reference to information from a market maker. It is the SEC's position that OTC options are generally illiquid.

The market value of an option generally reflects the market price of an underlying security. Other principal factors affecting market value include supply and demand, interest rates, the pricing volatility of the underlying security and the time remaining until the expiration date.

Risks. 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.

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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.

PUT TRANSACTIONS—The International Fixed Income Fund may purchase securities at a price which would result in a yield to maturity lower than generally offered by the seller at the time of purchase when the Fund can simultaneously acquire the right to sell the securities back to the seller, the issuer or a third party (the "writer") at an agreed-upon price at any time during a stated period or on a certain date. Such a right is generally denoted as a "standby commitment" or a "put." The purpose of engaging in transactions involving puts is to maintain flexibility and liquidity to permit the Fund to meet redemptions and remain as fully invested as possible in municipal securities. The Fund reserves the right to engage in put transactions. The right to put the securities depends on the writer's ability to pay for the securities at the time the put is exercised. The Fund would limit its put transactions to institutions which the SIMC or the Sub-Adviser, as applicable, believes present minimum credit risks, and SIMC or the Sub-Adviser would use its best efforts to initially determine and continue to monitor the financial strength of the sellers of the options by evaluating their financial statements and such other information as is available in the marketplace. It may, however, be difficult to monitor the financial strength of the writers because adequate current financial information may not be available. In the event that any writer is unable to honor a put for financial reasons, the Fund would be a general creditor (i.e., on a parity with all other unsecured creditors) of the writer. Furthermore, particular provisions of the contract between the Fund and the writer may excuse the writer from repurchasing the securit ies; for example, a change in the published rating of the underlying municipal securities or any similar event that has an adverse effect on the issuer's credit or a provision in the contract that the put will not be exercised except in certain special cases, for example, to maintain fund liquidity. The Fund could, however, at any time sell the underlying portfolio security in the open market or wait until the portfolio security matures, at which time it should realize the full par value of the security.

The securities purchased subject to a put may be sold to third persons at any time, even though the put is outstanding, but the put itself, unless it is an integral part of the security as originally issued, may not be marketable or otherwise assignable. Therefore, the put would have value only to that particular Fund. Sale of the securities to third parties or lapse of time with the put unexercised may terminate the right to put the securities. Prior to the expiration of any put option, the Fund could seek to negotiate terms for the extension of such an option. If such a renewal cannot be negotiated on terms satisfactory to the Fund, the Fund could, of course, sell the portfolio security. The maturity of the underlying security will generally be different from that of the put. For the purpose of determining the "maturity" of securities purchased subject to an option to put, and for the purpose of determining the dollar-weighted average matu rity of the Fund including such securities, the Fund will consider "maturity" to be the first date on which it has the right to demand payment from the writer of the put although the final maturity of the security is later than such date.

REAL ESTATE INVESTMENT TRUSTS—Real estate investment trusts ("REITs") are trusts that invest primarily in commercial real estate or real estate-related loans. A REIT is not taxed on income distributed to its shareholders or unitholders if it complies with certain requirements under the Code relating to its organization, ownership, assets and income, as well as with a requirement that it distribute to its shareholders or unitholders at least 95% of its taxable income for each taxable year. Generally, REITs can be classified as Equity REITs, Mortgage REITs and Hybrid REITs. Equity REITs invest the majority of their assets directly in real property and derive their income primarily from rents and capital gains from appreciation realized through property sales. Mortgage REITs invest the majority of their assets in real estate mortgages and derive their income pri marily from interest payments. Hybrid REITs combine the characteristics of both Equity and Mortgage REITs. By investing in REITs indirectly through the Fund, shareholders will bear not only the proportionate share of the expenses of the Fund, but also, indirectly, similar expenses of underlying REITs.

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A Fund may be subject to certain risks associated with the direct investments of the REITs. REITs may be affected by changes in the value of their underlying properties and by defaults by borrowers or tenants. Mortgage REITs may be affected by the quality of the credit extended. Furthermore, REITs are dependent on specialized management skills. Some REITs may have limited diversification and may be subject to risks inherent in financing a limited number of properties. REITs depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders, and may be subject to defaults by borrowers and to self-liquidations. In addition, a REIT may be affected by its failure to qualify for tax-free pass-through of income under the Code or its failure to maintain exemption from registration under the 1940 Act. The Emerging Markets Debt Fund may not invest in REITs.

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 include "Treasury Receipts" ("TRs"), "Treasury Investment Growth 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 Separately Traded Registered Interest and Principal Securities ("STRIPS" ) (see "U.S. Treasury Obligations") are interests in accounts sponsored by the U.S. Treasury. 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 income earned on the security for both accounting and tax purposes. For tax purposes, original issue discount that accretes in a taxable year is treated as earned by a Fund and therefore is subject to the distribution requirements applicable to regulated investment companies under Subchapter M of the Code. Because of these features, such securities may be subject to greater interest rate volatility than interest paying fixed income securities.

REPURCHASE AGREEMENTS—A repurchase agreement is an agreement in which one party sells securities to another party in return for cash, with an agreement to repurchase equivalent securities at an agreed price and on an agreed future date. A Fund may enter into repurchase agreements with financial institutions. The Funds each follow certain procedures designed to minimize the risks inherent in such agreements. These procedures include effecting repurchase transactions only with large, well-capitalized and well-established financial institutions deemed creditworthy by SIMC or a Sub-Adviser, as applicable. The repurchase agreements entered into by a Fund will provide that the underlying collateral at all times shall have a value at least equal to 102% of the resale price stated in the agreement. SIMC or a Sub-Adviser, as applicable, monitors compliance with this r equirement, as well as the ongoing financial condition and creditworthiness of the counterparty. Under all repurchase agreements entered into by a Fund, the custodian or its agent must take possession of the underlying collateral. In the event of a default or bankruptcy by a selling financial institution, a Fund will seek to liquidate such collateral. However, the exercising of each Fund's right to liquidate such collateral could involve certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase were less than the repurchase price, the Fund could suffer a loss. The investments of each of the Funds in repurchase agreements, at times, may be substantial when, in the view of SIMC or a Sub-Adviser, as applicable, liquidity or other considerations so warrant.

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. Permitted investments for the Funds include restricted securities. Restricted securities, including securities eligible for re-sale under Rule 144A of the 1933 Act, that are determined to be liquid are not subject to a Fund's limitation on investing in illiquid securities. The determination of whether a restricted security is illiquid is to be made by an adviser pursuant to guidelines adopted by the Trust's Board of Trustees. Under these guidelines, the particular adviser will consider the frequency of trades and quotes for the security, the number of dealers in, and potential purchasers for, the securities, dealer undertakings to make a market

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in the security, and the nature of the security and of the marketplace trades. In purchasing such restricted securities, the advisers intend to purchase securities that are exempt from registration under Rule 144A under the 1933 Act and Section 4(2) commercial paper issued in reliance on an exemption from registration under Section 4(2) of the 1933 Act.

REVERSE REPURCHASE AGREEMENTS—Certain Funds may borrow funds for temporary purposes by entering into reverse repurchase agreements. Reverse repurchase agreements are transactions in which a Fund sells portfolio securities to financial institutions such as banks and broker-dealers, and agrees to repurchase them at a mutually agreed-upon date and price which is higher than the original sale price. Reverse repurchase agreements are similar to a fully collateralized borrowing by the Fund. At the time the Fund enters into a reverse repurchase agreement, it will earmark or place 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 risks. Reverse repurchase agreements are a form of leverage and the use of reverse repurchase agreements by a Fund may increase the Fund's volatility. Reverse repurchase agreements are also subject to the risk that the other party to the reverse repurchase agreement will be unable or unwilling to complete the transaction as scheduled, which may result in losses to a Fund. Reverse repurchase agreements also 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. In addition, when a Fund invests the proceeds it receives in a reverse repurchase transaction, there is a risk that those investments may decline in value. In this circumstance, the Fund could be required to sell other investments in order to meet its obligations to repurchase the securities.

SECURITIES LENDING—Each Fund may lend portfolio securities to brokers, dealers and other financial organizations that meet capital and other credit requirements or other criteria established by the Board. These loans, if and when made, may not exceed 33¹/₃% of the total asset value of the Fund (including the loan collateral). No Fund will lend portfolio securities to SIMC, a Sub-Adviser or their affiliates unless it has applied for and received specific authority to do so from the SEC. Loans of portfolio securities will be fully collateralized by cash, le tters of credit or U.S. Government securities, and the collateral will be maintained in an amount equal to at least 100% of the current market value of the loaned securities by marking to market daily, although the borrower will be required to deliver collateral of 102% and 105% of the market value of borrowed securities for domestic and foreign issuers, respectively. Any gain or loss in the market price of the securities loaned that might occur during the term of the loan would be for the account of the Fund.

A Fund may pay a part of the interest earned from the investment of collateral, or other fee, to an unaffiliated third party for acting as the Fund's securities lending agent.

By lending its securities, a Fund may increase its income by receiving payments from the borrower that reflect the amount of any interest or any dividends payable on the loaned securities as well as by either investing cash collateral received from the borrower in short-term instruments or obtaining a fee from the borrower when U.S. Government securities or letters of credit are used as collateral. Each Fund will adhere to the following conditions whenever its portfolio securities are loaned: (i) the Fund must receive at least 100% cash collateral or equivalent securities of the type discussed in the preceding paragraph from the borrower; (ii) the borrower must increase such collateral whenever the market value of the securities rises above the level of such collateral; (iii) the Fund must be able to terminate the loan on demand; (iv) the Fund must receive reasonable interest on the loan, as well as any dividends, interest or other distribut ions on the loaned securities and any increase in market value; (v) the Fund may pay only reasonable fees in connection with the loan (which fees may include fees payable to the lending agent, the borrower, the Fund's administrator and the custodian); and (vi) voting rights on the loaned securities may pass to the borrower, provided, however, that if a material event adversely affecting the investment occurs, the Fund must terminate the loan and regain the right to vote the securities. The Board has adopted procedures reasonably designed to ensure that the foregoing criteria will be met. Loan agreements involve certain risks in the event of default or insolvency of the

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borrower, including possible delays or restrictions upon the Fund's ability to recover the loaned securities or dispose of the collateral for the loan, which could give rise to loss because of adverse market action, expenses and/or delays in connection with the disposition of the underlying securities.

SHORT SALES—Short sales may be used by a Fund as part of its overall portfolio management strategies or to offset (hedge) a potential decline in the value of a security. A Fund may engage in short sales that are either "against the box" or "uncovered." A short sale is "against the box" if at all times during which the short position is open, a Fund owns 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. A short sale against the box is a taxable transaction to a Fund with respect to the securities that are sold short. Uncovered short sales are transactions under which a Fund sells a security it does not own. To complete such a transaction, the Fund must borrow the security to make delivery to the buyer. The Fund then is obligated to replace the security borrowed by purchasing the security at the market price at the time of the replacement. The price at such time may be more or less than the price at which the security was sold by the Fund. Until the security is replaced, the Fund is required to pay the lender amounts equal to any dividends or interest that accrue during the period of the loan. To borrow the security, the Fund also may be required to pay a premium, which would increase the cost of the security sold. The proceeds of the short sale may be retained by the broker, to the extent necessary to meet margin requirements, until the short position is closed out.

Until a Fund closes its short position or replaces the borrowed security, the Fund will: (a) maintain a segregated account containing cash or liquid securities at such a level that (i) the amount deposited in the account plus the amount deposited with the broker as collateral will equal the current value of the security sold short, and (ii) the amount deposited in the segregated account plus the amount deposited with the broker as collateral will not be less than the market value of the security at the time the security was sold short; or (b) otherwise "cover" the Fund's short position as required by the 1940 Act.

SOVEREIGN DEBT—The Emerging Markets Debt Fund may invest in sovereign debt securities. 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, the 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

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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.

SWAPS, CAPS, FLOORS, COLLARS AND SWAPTIONS—Swaps are privately negotiated over-the-counter derivative products in which two parties agree to exchange payment streams calculated in relation to a rate, index, instrument or certain securities (referred to as the "underlying") and a predetermined amount (referred to as the "notional amount"). The underlying for a swap may be an interest rate (fixed or floating), a currency exchange rate, a commodity price index, a security, group of securities or a securities index, a combination of any of these, or various other rates, assets or indices. Swap agreements generally do not involve the delivery of the underlying or principal, and a party's obligations generally are equal to only the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the swap agre ement.

A great deal of flexibility is possible in the way swaps may be structured. For example, in a simple fixed-to-floating interest rate swap, one party makes payments equivalent to a fixed interest rate, and the other party makes payments calculated with reference to a specified floating interest rate, such as LIBOR or the prime rate. In a currency swap, the parties generally enter into an agreement to pay interest streams in one currency based on a specified rate in exchange for receiving interest streams denominated in another currency. Currency swaps may involve initial and final exchanges of the currency that correspond to the agreed upon notional amount.

A Fund may engage in simple or more complex swap transactions involving a wide variety of underlyings for various reasons. For example, a Fund may enter into a swap to gain exposure to investments (such as an index of securities in a market) or currencies without actually purchasing those stocks or currencies; to make an investment without owning or taking physical custody of securities or currencies in circumstances in which direct investment is restricted for legal reasons or is otherwise impracticable; to hedge an existing position; to obtain a particular desired return at a lower cost to the Fund than if it had invested directly in an instrument that yielded the desired return; or for various other reasons.

Certain Funds may enter into credit default swaps, as a buyer or a seller. The buyer in a credit default contract is obligated to pay the seller a periodic stream of payments over the term of the contract provided no event of default has occurred. If an event of default occurs, the seller must pay the buyer the full notional value ("par value") of the underlying in exchange for the underlying. If a Fund is a buyer and no event of default occurs, the Fund will have made a stream of payments to the seller without having benefited from the default protection it purchased. However, if an event of default occurs, the Fund, as buyer, will receive the full notional value of the underlying that may have little or no value following default. As a seller, a Fund receives a fixed rate of income throughout the term of the contract, provided there is no default. If an event of default occurs, the Fund would be obligated to pay the notional value of the u nderlying in return for the receipt of the underlying. The value of the underlying received by the Fund, coupled with the periodic payments previously received may be less than the full notional value it pays to the buyer, resulting in a loss of value to the Fund. Credit default swaps involve different risks than if a Fund invests in the underlying directly.

Caps, floors, collars and swaptions are privately-negotiated option-based derivative products. Like a put or call option, the buyer of a cap or floor pays a premium to the writer. In exchange for that premium, the buyer receives the right to a payment equal to the differential if the specified index or rate rises above (in the case of a cap) or falls below (in the case of a floor) a pre-determined strike level. Like swaps, obligations under caps and floors are calculated based upon an agreed notional amount, and, like most swaps (other than foreign currency swaps), the entire notional amount is not exchanged. A collar is a combination product in which one party buys a cap from and sells a floor to another party. Swaptions give the holder the right to enter into a swap. A Fund may use one or more of these derivative products in addition to or in lieu of a swap involving a similar rate or index.

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Under current market practice, swaps, caps, collars and floors between the same two parties are generally documented under a "master agreement." In some cases, options and forwards between the parties may also be governed by the same master agreement. In the event of a default, amounts owed under all transactions entered into under, or covered by, the same master agreement would be netted, and only a single payment would be made.

Generally, a Fund would calculate the obligations of the swap agreements' counterparties on a "net basis." Consequently, a Fund's current obligation (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each counterparty to the swap agreement (the "net amount"). A Fund's current obligation under a swap agreement will be accrued daily (offset against any amounts owed to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered as required by the 1940 Act. Each Fund will not enter into a swap agreement with any single party if the net amount owed or to be received under the existing agreements with that party would exceed 5% of the Fund's total assets.

The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents using standardized swap agreements. As a result, the use of swaps has become more prevalent in comparison with the markets for other similar instruments that are also traded in over-the-counter markets.

Swaps and other derivatives involve risks. One significant risk in a swap, cap, floor, collar or swaption is the volatility of the specific interest rate, currency or other underlying that determines the amount of payments due to and from a Fund. This is true whether these derivative products are used to create additional risk exposure for a Fund or to hedge, or manage, existing risk exposure. If under a swap, cap, floor, collar or swaption agreement a Fund is obligated to make a payment to the counterparty, the Fund must be prepared to make the payment when due. A Fund could suffer losses with respect to such an agreement if the Fund is unable to terminate the agreement or reduce its exposure through offsetting transactions. Further, the risks of caps, floors and collars, like put and call options, may be unlimited for the seller if the cap or floor is not hedged or covered, but is limited for the buyer.

Because under swap, cap, floor, collar and swaption agreements a counterparty may be obligated to make payments to a Fund, these derivative products are subject to risks related to the counterparty's creditworthiness. If a counterparty defaults, a Fund's risk of loss will consist of any payments that the Fund is entitled to receive from the counterparty under the agreement (this may not be true for currency swaps that require the delivery of the entire notional amount of one designated currency in exchange for the other). Upon default by a counterparty, however, a Fund may have contractual remedies under the swap agreement.

A Fund will enter into swaps only with counterparties that SIMC or the Sub-Advisers, as applicable, believe to be creditworthy. In addition, a Fund will earmark or segregate cash or liquid securities in an amount equal to any liability amount owned under a swap, cap, floor, collar or swaption agreement, or will otherwise "cover" its position as required by the 1940 Act.

U.S. GOVERNMENT SECURITIES—Examples of types of U.S. Government obligations in which a Fund may invest include U.S. Treasury obligations and the obligations of U.S. Government agencies or U.S. Government sponsored entities such as Federal Home Loan Banks, Federal Farm Credit Banks, Federal Land Banks, the Federal Housing Administration, Farmers Home Administration, Export-Import Bank of the United States, Small Business Administration, Fannie Mae, GNMA, General Services Administration, Student Loan Marketing Association, Central Bank for Cooperatives, Freddie Mac, Federal Intermediate Credit Banks, Maritime Administration, and other similar agencies. Whether backed by the full faith and credit of the U.S. Treasury or not, U.S. Government securities are not guaranteed against price movements due to fluctuating interest rates.

U.S. Treasury Obligations. U.S. Treasury obligations consist of bills, notes and bonds issued by the U.S. Treasury and separately traded interest and principal component parts of such obligations that are transferable through the federal book-entry system known as Separately Traded Registered Interest and Principal Securities ("STRIPS") and Treasury Receipts ("TRs").

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U.S. Government Zero Coupon Securities. STRIPS and receipts 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 than are non-zero coupon securities with similar maturity and credit qualities.

U.S. Government Agencies. Some obligations issued or guaranteed by agencies of the U.S. Government are supported by the full faith and credit of the U.S. Treasury (e.g., Treasury bills, notes and bonds, and securities guaranteed by GNMA), others are supported by the right of the issuer to borrow from the Treasury (e.g., obligations of Federal Home Loan Banks), while still others are supported only by the credit of the instrumentality (e.g., obligations of Fannie Mae). Guarantees of principal by agencies or instrumentalities of the U.S. 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 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 a Fund's shares.

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 some other reset period. 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.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES—When-issued or delayed delivery basis transactions involve the purchase of an instrument with payment and delivery taking place in the future. Delivery of and payment for these securities may occur a month or more after the date of the purchase commitment. 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 for its portfolio, the Fund may dispose of a when-issued security or forward commitment prior to settlement if SIMC or a Sub-Adviser, as applicable, deems it appropriate. When a Fund purchases when-issued or delayed delivery securities, it will "cover" its position as required by the 1940 Act.

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 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

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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, the Fund will have fewer assets with which to purchase income producing securities. Pay-in-kind securities pay interest in either cash or additional securities, at the issuer's option, 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. Pay-in-kind securities are securities that have interest payable by delivery of add itional securities. Upon maturity, the holder is entitled to receive the aggregate par value of the 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.

To avoid any leveraging concerns, a Fund will "cover" its position as required by the 1940 Act. 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 than are non-zero coupon securities with similar maturity and credit qualities.

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 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. A Fund must accrete the discount or interest on high-yield bonds structured as z ero coupon securities as income even though it does not receive a corresponding cash interest payment until the security's maturity or payment date. For tax purposes, original issue discount that accretes in a taxable year is treated as earned by a Fund and therefore is subject to the distribution requirements applicable to the regulated investment companies under Subchapter M of the Code. A Fund may have to dispose of its securities under disadvantageous circumstances to generate cash, or may have to leverage itself by borrowing cash to satisfy distribution requirements. A Fund accrues income with respect to the securities prior to the receipt of cash payments.

INVESTMENT LIMITATIONS

The following are fundamental and non-fundamental policies of the Funds. The following percentage limitations (except for the limitation on borrowing) will apply at the time of the purchase of a security and shall not be considered violated unless an excess of deficiency occurs immediately after or as a result of a purchase of such security.

Fundamental Policies

The following investment limitations are fundamental policies of each Fund which cannot be changed with respect to the Fund without the consent of the holders of a majority of the Fund's outstanding shares. The term "majority of outstanding shares" means the vote of: (i) 67% or more of the Fund's shares present at a meeting, if more than 50% of the outstanding shares of the Fund are present or represented by proxy; or (ii) more than 50% of the Fund's outstanding shares, whichever is less.

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Each of the International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Funds may not:

  1.  Purchase securities of an issuer if it would cause the Fund to fail to satisfy the diversification requirement for a diversified management company under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. This investment limitation does not apply to the Emerging Markets Debt or International Fixed Income Funds.

  2.  Concentrate investments in a particular industry or group of industries, as concentration is defined under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

  3.  Borrow money or issue senior securities (as defined under the 1940 Act), except to the extent permitted under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

  4.  Make loans, except to the extent permitted under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

  5.  Purchase or sell commodities or real estate, except to the extent permitted under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

  6.  Underwrite securities issued by other persons, except to the extent permitted under the 1940 Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.

  7.  With respect to the International Fixed Income Fund, acquire more than 10% of the voting securities of any one issuer.

The Tax-Managed International Equity Fund may not:

  1.  With respect to 75% of its total assets: (i) purchase securities of any issuer (except securities issued or guaranteed by the U.S. 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.

  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, provided that this limitation does not apply to investments in securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities.

  3.  Borrow money in an amount exceeding 33¹/₃% of the value of its total assets, provided that, for purposes of this limitation, investment strategies which either obligate the Fund to purchase securities or require the 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 33¹/₃% of its total assets would be lent to other parties, except that the 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 the 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.

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  7.  Issue senior securities (as defined in the 1940 Act), except as permitted by rule, regulation or order of the SEC.

Non-Fundamental Policies

The following investment limitations are non-fundamental policies and may be changed by each Fund's Board of Trustees without a vote of shareholders.

Each of the International Equity, Emerging Markets Equity, Emerging Market Debt and Tax-Managed International Equity Funds may not:

  1.  Pledge, mortgage or hypothecate assets except to secure permitted borrowings or related to the deposit of assets in escrow or in segregated accounts in compliance with the asset segregation requirements imposed by Section 18 of the 1940 Act, or any rule or SEC staff interpretation thereunder.

  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 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 net assets would be invested in illiquid securities.

  5.  Invest its assets in securities of any investment company, except as permitted by the 1940 Act.

  6.  With respect to 75% of its total assets: (i) purchase securities of any issuer (except securities issued or guaranteed by the U.S. 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 or Tax-Managed International Equity Funds.

  7.  Purchase any securities which would cause 25% or more 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 U.S. Government, its agencies or instrumentalities. This limitation does not apply to the Tax-Managed International Equity Fund.

  8.  Borrow money in an amount exceeding 33¹/₃% 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 its borrowings exceed 5% of its assets: (i) all borrowings will be repaid before a Fund makes additional investments and any interest paid on such borrowings will reduce income; and (ii) asset coverage of at least 300% is required. This limitation does not apply to the Tax-Managed International Equity Fund.

  9.  Make loans if, as a result, more than 33¹/₃% 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. This limitation does not apply to the Tax-Managed International Equity Fund.

  10.  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. This limitation does not apply to the Tax-Managed International Equity Fund.

  11.  Issue senior securities (as defined in the 1940 Act), except as permitted by rule, regulation or order of the SEC. This limitation does not apply to the Tax-Managed International Equity Fund.

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  12.  Invest in interests in oil, gas or other mineral exploration or development programs and oil, gas or mineral leases. This limitation does not apply to the Tax-Managed International Equity Fund.

  13.  With respect to the International Equity Fund, invest less than 80% of its net assets, under normal circumstances, in equity securities. This non-fundamental policy may be changed by the Board of Trustees with at least 60 days' notice to the International Equity Fund's shareholders.

  14.  With respect to the Emerging Markets Equity Fund, invest less than 80% of its net assets, under normal circumstances, in equity securities of emerging market issuers. This non-fundamental policy may be changed by the Board of Trustees with at least 60 days' notice to the Emerging Markets Equity Fund's shareholders.

  15.  With respect to the Emerging Markets Debt Fund, invest less than 80% of its net assets, under normal circumstances, in fixed income securities of emerging markets issuers. This non-fundamental policy may be changed by the Board of Trustees with at least 60 days' notice to the Emerging Markets Debt Fund's shareholders.

  16.  With respect to the Tax-Managed International Equity Fund, invest less than 80% of its net assets, under normal circumstances, in equity securities. This non-fundamental policy may be changed by the Board of Trustees with at least 60 days' notice to the Tax-Managed International Equity Fund's shareholders.

    The International Fixed Income Fund may not:

  1.  Purchase any securities which would cause 25% or more 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 U.S. Government, its agencies or 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 portfolio securities to accommodate substantial redemption requests if they should occur and is not for investment purposes. All borrowings will be repaid before the Fund makes additional investments 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 its Prospectus 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) 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 Fund's total assets; (ii) engage in securities lending as described in its Prospectus and in the Statement of Additional Information; and (iii) purchase or hold debt securities in accordance with its investment objectives and policies.

  5.  Invest in companies for the purpose of exercising control.

  6.  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.

  7.  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.

  8.  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 than 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.

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  9.  Issue senior securities (as defined in the 1940 Act), except in connection with permitted borrowing as described in the Prospectus and this Statement of Additional Information or as permitted by rule, regulation or order of the SEC.

  10.  Invest in interests in oil, gas or other mineral exploration or development programs and oil, gas or mineral leases.

  11.  Invest more than 10% of its net assets in illiquid securities.

  12.  Invest less than 80% of its net assets, under normal circumstances, in fixed income securities. This non-fundamental policy may be changed by the Board of Trustees with at least 60 days' notice to the International Fixed Income Fund's shareholders.

The following descriptions of the 1940 Act may assist shareholders in understanding the above policies and restrictions.

Diversification. Under the 1940 Act, a diversified investment management company, as to 75% of its total assets, may not purchase securities of any issuer (other than securities issued or guaranteed by the U.S. Government, its agents or instrumentalities or securities of other investment companies) if, as a result, more than 5% of its total assets would be invested in the securities of such issuer, or more than 10% of the issuer's outstanding voting securities would be held by the fund.

Concentration. The SEC has presently defined concentration as investing 25% or more of an investment company's net assets in an industry or group of industries, with certain exceptions.

For purposes of the industry concentration limitations discussed above, these definitions apply to each Fund, and for purposes of the Tax-Managed International Equity 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.

Borrowing. The 1940 Act presently allows a fund to borrow from any bank (including pledging, mortgaging or hypothecating assets) in an amount up to 33¹/₃% of its total assets (not including temporary borrowings not in excess of 5% of its total assets).

Senior Securities. Senior securities may include any obligation or instrument issued by a fund evidencing indebtedness. The 1940 Act generally prohibits funds from issuing senior securities, although it does not treat certain transactions as senior securities, such as certain borrowings, short sales, reverse repurchase agreements, firm commitment agreements and standby commitments, with appropriate earmarking or segregation of assets to cover such obligation.

Lending. Under the 1940 Act, a fund may only make loans if expressly permitted by its investment policies. Each Fund's non-fundamental investment policy on lending is set forth above.

Underwriting. Under the 1940 Act, underwriting securities involves a fund purchasing securities directly from an issuer for the purpose of selling (distributing) them or participating in any such activity either directly or indirectly. Under the 1940 Act, a diversified fund may not make any commitment as underwriter, if immediately thereafter the amount of its outstanding underwriting commitments, plus the value of its investments in securities of issuers (other than investment companies) of which it owns more than 10% of the outstanding voting securities, exceeds 25% of the value of its total assets.

Real Estate. The 1940 Act does not directly restrict a fund's ability to invest in real estate, but does require that every fund have a fundamental investment policy governing such investments. The International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Funds have

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adopted a fundamental policy that would permit direct investment in real estate. However, the International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Funds have a non-fundamental investment limitation that prohibits them from investing directly in real estate. This non-fundamental policy may be changed only by vote of each Fund's Board of Trustees.

THE ADMINISTRATOR AND TRANSFER AGENT

General. SEI Investments Global Funds Services (the "Administrator"), a Delaware statutory trust, has its principal business offices at One Freedom Valley Drive, Oaks, Pennsylvania 19456. The Administrator also serves as the transfer agent for the Funds (the "Transfer Agent"). SIMC, a wholly-owned subsidiary of SEI Investments Company ("SEI"), is the owner of all beneficial interest in the Administrator and Transfer Agent. SEI and its subsidiaries and affiliates, including the Administrator, are leading providers of fund 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 administrator or sub-administrator to other mutual funds.

Administration Agreement with the Trust. The Trust and the Administrator have entered into an administration and transfer agency agreement (the "Administration Agreement"). Under the Administration Agreement, the Administrator provides the Trust with administrative and transfer agency services or employs certain other parties, including its affiliates, who provide such services, including regulatory reporting and all necessary office space, equipment, personnel and facilities. 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 fro m reckless disregard of its duties and obligations thereunder.

The Administration Agreement shall remain effective for the initial term of the Agreement and each renewal term thereof unless earlier terminated: (a) by a vote of a majority of the Trustees of the Trust on not less than 60 days' written notice to the Administrator; or (b) by the Administrator on not less than 90 days' written notice to the Trust.

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 Code. The term "expenses" is defined in such laws or regulations, and generally excludes brokerage commissions, distribution expenses, taxes, interest and extraordinary expenses.

For each Fund, the following table shows: (i) the dollar amount of fees paid to the Administrator by the Funds; and (ii) the dollar amount of the Administrator's voluntary fee waiver for the fiscal years ended September 30, 2005, 2006 and 2007:

	Net Fees Paid (000)						Fees Waived (000)
Fund	2005		2006		2007		2005		2006		2007
International Equity Fund	$	13,431	$	15,102	$	17,251	$	0	$	0	$	0
Emerging Markets Equity Fund	$	7,536	$	8,724	$	9,964	$	0	$	0	$	0
International Fixed Income Fund	$	5,750	$	5,051	$	4,951	$	0	$	0	$	0
Emerging Markets Debt Fund	$	5,803	$	5,797	$	5,862	$	0	$	0	$	0
Tax-Managed International Equity Fund		*		*		*		*		*		*

*  Not in operation during such period.

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THE ADVISER AND SUB-ADVISERS

General. SIMC serves as the investment adviser for the Funds. SIMC is a wholly-owned subsidiary of SEI (NASDAQ: SEIC), a leading global provider of outsourced asset management, investment processing and investment operations solutions. The principal business address of SIMC and SEI is One Freedom Valley Drive, Oaks, Pennsylvania 19456. SEI was founded in 1968 and is a leading provider of investment solutions to banks, institutional investors, investment advisers and insurance companies. SIMC and its affiliates currently serve as adviser to more than 9 investment companies, including more than 77 funds, with more than $91.3 billion in assets under management as of December 31, 2007.

Manager of Managers Structure. SIMC operates as a "manager of managers." SIMC and the Trust have obtained an exemptive order from 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. Among other things, 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.

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 Funds due to its responsibility to oversee sub-advisers and recommend their hiring, termination and replacement.

Advisory and Sub-Advisory Agreements.  The Trust and SIMC have entered into an investment advisory agreement (the "Advisory Agreement"). Pursuant to the Advisory Agreement, SIMC oversees the investment advisory services provided to the Funds and may manage the cash portion of the Funds' assets. Pursuant to separate sub-advisory agreements (the "Sub-Advisory Agreements" and together with the Advisory Agreement, the "Investment 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 Funds. Sub-Advisers also are responsible for managing their employees who provide services to these Funds. The sub-advisers are selected based primarily upon the research and recommendations of SIMC, which evaluates quantit atively and qualitatively each sub-adviser's skills and investment results in managing assets for specific asset classes, investment styles and strategies.

The Advisory Agreement 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 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 Investment 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 Agreement or "interested persons" of any party thereto, cast in person at a meeting called for the purpose of voting on such approval. Each Investment 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 SIMC or a Sub-Adviser, as applicable, or by SIMC or a Sub-Adviser, as applicable, on 90 days' written notice to the Trust.

Advisory Fees. For these advisory services, SIMC receives a fee, which is calculated daily and paid monthly, at an annual rate of 0.51% of the International Equity Fund's average daily net assets, 1.05% of the

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Emerging Markets Equity Fund's average daily net assets, 0.85% of the Emerging Markets Debt Fund's average daily net assets, 0.15% of the International Fixed Income Fund's average daily net assets and 0.51% of the Tax-Managed International Equity Fund's average daily net assets.

SIMC pays the Sub-Advisers a fee out of its advisory fee, which is based on a percentage of the average monthly market value of the assets managed by each Sub-Adviser.

For each Fund, the following table shows: (i) the dollar amount of fees paid to SIMC by each Fund; and (ii) the dollar amount of SIMC's voluntary fee waivers for the fiscal years ended September 30, 2005, 2006 and 2007:

	Net Fees Paid (000)						Fee Waivers (000)
Fund	2005		2006		2007		2005		2006		2007
International Equity Fund	$	15,072	$	16,947	$	19,359	$	0	$	0	$	0
Emerging Markets Equity Fund	$	11,101	$	12,874	$	14,919	$	1,073	$	1,218	$	1,177
International Fixed Income Fund	$	1,438	$	1,263	$	1,238	$	0	$	0	$	0
Emerging Markets Debt Fund	$	3,687	$	3,839	$	3,920	$	3,902	$	3,741	$	3,745
Tax-Managed International Equity Fund		*	$	*		*		*	$	*		*

*  Not in operation during such period.

The Sub-Advisers

ALLIANCEBERNSTEIN L.P.—AllianceBernstein L.P. ("AllianceBernstein"), serves as a sub-adviser to a portion of the assets of the International Fixed Income, Emerging Markets Equity and International Equity Funds. AllianceBernstein is a Delaware limited partnership of which AllianceBernstein Corporation (formerly known as Alliance Capital Management Corporation), an indirect wholly-owned subsidiary of AXA Financial, Inc. ("AXA Financial"), is a general partner. AXA Financial is a wholly-owned subsidiary of AXA.

ASHMORE INVESTMENT MANAGEMENT LIMITED—Ashmore Investment Management Limited ("Ashmore") serves as a sub-adviser to a portion of the assets of the Emerging Markets Debt Fund. Ashmore is an indirectly wholly-owned subsidiary of Ashmore Group plc.

AXA ROSENBERG INVESTMENT MANAGEMENT LLC—AXA Rosenberg Investment Management LLC ("AXA Rosenberg") serves as a sub-adviser to a portion of the assets of the Emerging Markets Equity and International Equity Funds. AXA Rosenberg is a wholly-owned subsidiary of AXA Rosenberg Group LLC. AXA Rosenberg is a limited liability company and was founded in 1985.

BLACKROCK FINANCIAL MANAGEMENT, INC.—BlackRock Financial Management, Inc. ("BFM") serves as a sub-adviser to a portion of the assets of the International Fixed Income Fund. BFM is an indirect, wholly-owned subsidiary of BlackRock, Inc. Merrill Lynch & Co., Inc. holds an approximate 49% interest in BlackRock, Inc. and The PNC Financial Services Group holds a 34% stake. The remaining 17% is held by employees and the public (NYSE: BLK).

THE BOSTON COMPANY ASSET MANAGEMENT, LLC—The Boston Company Asset Management, LLC ("The Boston Company") serves as a sub-adviser to a portion of the assets of the Emerging Markets Equity Fund. The Boston Company is a wholly-owned indirect subsidiary of Mellon Financial Corporation.

CAPITAL GUARDIAN TRUST COMPANY—Capital Guardian Trust Company ("CGTC") serves as a sub-adviser to a portion of the assets of the International Equity Fund. CGTC is a wholly-owned subsidiary of Capital Group International, Inc., which in turn is a wholly-owned subsidiary of The Capital Group Companies, Inc. CGTC was founded in 1968 and is a registered investment adviser.

EMERGING MARKETS MANAGEMENT, L.L.C.—Emerging Markets Management, L.L.C. ("EMM") serves as a sub-adviser to a portion of the assets of the Emerging Markets Equity Fund. EMM is majority-owned by its managing shareholder, Emerging Markets Investors Corporation ("EMI"). EMI, in turn, is majority-owned by Antoine van Agtmael and Michael Duffy.

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FIDELITY INTERNATIONAL INVESTMENT ADVISORS—Fidelity International Investment Advisors ("FIIA") serves as a sub-adviser to a portion of the assets of the International Fixed Income Fund. FIIA has engaged its affiliate, Fidelity International Investment Advisors (UK) Limited ("FIIA UK") to provide certain advisory services to the International Fixed Income Fund. FIIA is a wholly owned subsidiary of Fidelity International Limited ("FIL") and FIIA UK is a wholly owned subsidiary of Fidelity Investment Management Limited, which is itself a wholly owned subsidiary of FIL. FIL is a privately owned investment management firm that was incorporated in Bermuda in January, 1969.

FULLER & THALER ASSET MANAGEMENT, INC.—Fuller & Thaler Asset Management, Inc. ("Fuller & Thaler") serves as a sub-adviser to a portion of the assets of the International Equity Fund. Fuller & Thaler is 48% controlled by Russell J. Fuller, the firm's Founder, President and Chief Investment Officer. Fuller & Thaler was founded in 1993.

ING INVESTMENT MANAGEMENT ADVISORS, B.V.—ING Investment Management Advisors, B.V. ("IIMA") serves as a sub-adviser to a portion of the assets of the Emerging Markets Debt Fund. IIMA, a Netherlands corporation, was founded in 1896 and became an investment advisory company in 1991. IIMA is an indirect, wholly-owned subsidiary of ING Groep N.V. and is an affiliate of ING Investments, LLC.

MCKINLEY CAPITAL MANAGEMENT, INC.—McKinley Capital Management, Inc. ("McKinley Capital") serves as a sub-adviser to a portion of the assets of the International Equity Fund. McKinley Capital was founded in 1990 and is wholly-owned by its employees.

PANAGORA ASSET MANAGEMENT, INC.—PanAgora Asset Management, Inc. ("PanAgora") serves as a sub-adviser to a portion of the assets of the Emerging Markets Equity Fund. PanAgora, a Delaware Corporation founded in 1985, is independently owned and operated by Putnam Investments and Nippon Life Insurance ("NLI"). Putnam Investments, the majority owner, owns 80% of voting shares, and NLI owns the remaining 20% of voting shares.

QUANTITATIVE MANAGEMENT ASSOCIATES LLC—Quantitative Management Associates LLC ("QMA") serves as a sub-adviser to a portion of the assets of the International Equity Fund. QMA is a direct wholly-owned subsidiary of Prudential Investment Management, Inc., a wholly-owned subsidiary of Prudential Asset Management Holding Company, LLC, which, in turn, is wholly-owned by Prudential Financial, Inc. QMA is a New Jersey limited liability company that was formed in 2003.

RECORD CURRENCY MANAGEMENT LIMITED—Record Currency Management Limited ("RCM") serves as a sub-adviser to a portion of the assets of the International Equity and International Fixed Income Funds. RCM is a private limited company (United Kingdom) founded in 1983 and is a 100% directly-owned subsidiary of N.P. Record Limited. N.P. Record Limited is 37.25% owned by Neil P. Record.

REXITER CAPITAL MANAGEMENT LIMITED—Rexiter Capital Management Limited ("Rexiter") serves as a sub-adviser to a portion of the assets of the Emerging Markets Equity Fund. Rexiter was founded in 1997 and is 75% owned by State Street Global Alliance, LLC and 25% owned by its employees. State Street Global Alliance, LLC is 51% beneficially owned by State Street Corporation and 49% by ABP (the pension fund for Dutch State employees).

SMITH BREEDEN ASSOCIATES, INC.—Smith Breeden Associates, Inc. ("Smith Breeden") serves as a sub-adviser to a portion of the assets of the International Equity Fund. Smith Breeden is a Kansas sub-chapter S corporation and has remained an independent and majority employee-owned firm since its 1982 inception.

STONE HARBOR INVESTMENT PARTNERS LP—Stone Harbor Investments Partners LP ("Stone Harbor") serves as a sub-adviser to a portion of the assets of the Emerging Markets Debt Fund. Stone Harbor is a Delaware limited partnership founded in 2005 and is 100% employee owned.

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Sub-Advisory Fees.  For each Fund, the following table shows: (i) the dollar amount of fees paid to the sub-advisers by SIMC; and (ii) the dollar amount of the Sub-Advisers' voluntary fee waivers for the fiscal years ended September 30, 2005, 2006 and 2007:

	Sub-Advisory Fees Paid (000)						Sub-Advisory Fees Waived (000)
Fund	2005		2006		2007		2005		2006		2007
International Equity Fund	$	9,203	$	9,703	$	10,638	$	0	$	0	$	0
Emerging Markets Equity Fund	$	5,681	$	6,771	$	7,887	$	0	$	0	$	0
International Fixed Income Fund	$	1,302	$	1,102	$	1,258	$	0	$	0	$	0
Emerging Markets Debt Fund	$	3,708	$	3,921	$	3,594	$	0	$	0	$	0
Tax-Managed International Equity Fund		*		*		*		*		*		*

*  Not in operation during such period.

Portfolio Management

AllianceBernstein

Compensation. SIMC pays AllianceBernstein a fee based on the assets under management of the International Fixed Income, Emerging Markets Equity and International Equity Funds as set forth in an investment sub-advisory agreement between AllianceBernstein and SIMC. AllianceBernstein pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the International Fixed Income, Emerging Markets Equity and International Equity Funds. The following information relates to the period ended September 30, 2007.

AllianceBernstein's compensation program for investment professionals is designed to reflect their ability to generate long-term investment success for AllianceBernstein's clients. Investment professionals do not receive any direct compensation based upon the investment returns of any individual client account, nor is compensation tied directly to the level or change in the level of assets under management. Investment professionals' annual compensation is comprised of the following:

(i) Fixed base salary: This is generally the smallest portion of compensation. The base salary is a relatively low, fixed salary within a similar range for all investment professionals. The base salary is determined at the outset of employment based on level of experience, does not change significantly from year-to-year, and hence, is not particularly sensitive to performance.

(ii) Discretionary incentive compensation in the form of an annual cash bonus:  AllianceBernstein's overall profitability determines the total amount of incentive compensation available to investment professionals. This portion of compensation is determined subjectively based on qualitative and quantitative factors. In evaluating this component of an investment professional's compensation, AllianceBernstein considers the contribution to his/her team or discipline as it relates to that team's overall contribution to the long-term investment success, business results and strategy of AllianceBernstein. Quantitative factors considered include, among other things, relative investment performance (e.g., by comparison to competitor or peer group funds or similar styles of investments, and appropriate, broad-based or specific market indices), and consistency of performance. Performance is calculated on a pre-tax basis and is measured over a quarterly period. There are no specific formulas used to determine this part of an investment professional's compensation and the compensation is not tied to any pre-determined or specified level of performance. AllianceBernstein also considers qualitative factors such as the complexity and risk of investment strategies involved in the style or type of assets managed by the investment professional; success of marketing/business development efforts and client servicing; seniority/length of service with the firm; management and supervisory responsibilities; and fulfillment of Alliance Bernstein's leadership criteria.

(iii) Discretionary incentive compensation in the form of awards under AllianceBernstein's Partners Compensation Plan ("deferred awards"):  AllianceBernstein's overall profitability determines the total amount of deferred awards available to investment professionals. The deferred awards are allocated among investment professionals based on criteria similar to those used to determine the annual cash bonus. There is no fixed formula for determining these amounts. Deferred awards, for which there are various investment

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options, vest over a four-year period and are generally forfeited if the employee resigns or AllianceBernstein terminates his/her employment.

Contributions under AllianceBernstein's Profit Sharing/401(k) Plan: The contributions are based on AllianceBernstein's overall profitability. The amount and allocation of the contributions are determined at the sole discretion of AllianceBernstein.

Ownership of Fund Shares. As of the end of the International Fixed Income, Emerging Markets Equity and International Equity Funds' most recently completed fiscal year, AllianceBernstein's portfolio managers did not beneficially own any shares of the International Fixed Income, Emerging Markets Equity and International Equity Funds.

Other Accounts. As of September 30, 2007, in addition to the International Fixed Income, Emerging Markets Equity and International Equity Funds, AllianceBernstein's portfolio managers were responsible for the day-to-day management of certain other accounts, as follows:

	Registered Investment Companies					Other Pooled Investment Vehicles					Other Accounts
Portfolio Manager ^	Number of Accounts			Total Assets		Number of Accounts			Total Assets		Number of Accounts			Total Assets
Global Value Investment Policy Group (Sharon E. Fay, Kevin F. Simms, Giulio Martini and Henry D'Auria)		47		$	42,742,000,000		83		$	29,485,000,000		598		$	110,659,000,000
		2	*	$	5,610,000,000		4	*	$	796,000,000		88	*	$	15,766,000,000
Emerging Markets Growth Team (Stephen Beinhacker, Michael Levy, Manish Singhai and Jean-Francois Van de Walle)		15		$	5,261,000,000		11		$	4,403,000,000		38		$	2,474,000,000
		N/A			N/A		N/A			N/A		16	*	$	1,403,000,000
Global Fixed Income Team (Douglas J. Peebles, Noriko Miyoshi, Andrew Aran and Scott DiMaggio)		7		$	1,755,000,000		12		$	9,608,000,000		128		$	25,095,000,000
		N/A			N/A		N/A			N/A		4	*	$	2,609,000,000

*  Accounts listed above are subject to a performance-based advisory fee

^  Only the members of each committee with the most significant responsibilities for the day-to-day management of each Fund are listed.

Conflicts of Interest.  AllianceBernstein has developed policies and procedures (including oversight monitoring) reasonably designed to detect, manage and mitigate the effects of actual or potential conflicts of interest in the area of employee personal trading, managing multiple accounts for multiple clients, including AllianceBernstein Mutual Funds, and allocating investment opportunities. Investment professionals, including portfolio managers and research analysts, are subject to the above-mentioned policies and oversight monitoring to ensure that all clients are treated equitably.

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Employee Personal Trading.  AllianceBernstein has adopted a Code of Business Conduct and Ethics that is designed to detect and prevent conflicts of interest when investment professionals and other personnel of AllianceBernstein own, buy or sell securities which may be owned by, or bought or sold for, clients. Personal securities transactions by an employee may raise a potential conflict of interest when an employee owns or trades in a security that is owned or considered for purchase or sale by a client, or recommended for purchase or sale by an employee to a client. Subject to the reporting requirements and other limitations of its Code of Business Conduct and Ethics, AllianceBernstein permits its employees to engage in personal securities transactions, and also allows them to acquire investments in the AllianceBernstein Mutual Funds through direct purchase, 401K/profit sharing plan investment and/or notionally in connection with deferred incentive compensation awards. AllianceBernstein's Code of Ethics and Business Conduct requires disclosure of all personal accounts and maintenance of brokerage accounts with designated broker-dealers approved by AllianceBernstein. The Code of Ethics and Business Conduct also requires pre-clearance of all securities transactions (except transactions in open-end mutual funds) and imposes a one-year holding period for securities purchased by employees to discourage short-term trading.

Managing Multiple Accounts for Multiple Clients. The investment professional or investment professional teams for the International Fixed Income, Emerging Markets Equity and International Equity Funds have responsibilities for managing all or a portion of the investments of multiple accounts with a common investment strategy, including other registered investment companies, unregistered investment vehicles, such as hedge funds, pension plans, separate accounts, collective trusts and charitable foundations. Potential conflicts of interest may arise when an investment professional has responsibilities for the investments of more than one account because the investment professional may be unable to devote equal time and attention to each account. Accordingly, AllianceBernstein has compliance policies and oversight to manage these conflicts.

Allocating Investment Opportunities. In addition, the investment professionals may have to decide how to select and allocate investment opportunities among accounts. Portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar accounts, which minimizes the potential for conflicts of interest. Nevertheless, investment opportunities may be allocated differently among accounts due to the particular characteristics of an account, such as cash position, tax status, risk tolerance and investment restrictions or for other reasons. Potential conflicts of interest may also occur when AllianceBernstein would have an incentive, such as a performance-based management fee, relating to an account. An investment professional may devote more time to developing and analyzing investment strategies and opportunities or allocating securitie s preferentially to the account for which AllianceBernstein could share in investment gains. As noted above, AllianceBernstein has procedures designed to ensure that information relevant to investment decisions is disseminated fairly and investment opportunities are allocated equitably among different clients.

Ashmore

Compensation. SIMC pays Ashmore a fee based on the assets under management of the Emerging Markets Debt Fund as set forth in an investment sub-advisory agreement between Ashmore and SIMC. Ashmore pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the Emerging Markets Debt Fund. The following information relates to the period ended September 30, 2007.

Ashmore's investment professionals are compensated by fixed annual salaries, as well as by performance-based annual bonuses determined at the discretion of Ashmore's Managing Director and in the case of the Managing Director himself, at the discretion of the Remuneration Committee of the Board of Directors of the ultimate parent company, Ashmore Group plc. The performance on which bonuses are based is calculated on pre-tax returns for a one year period. This involves a thorough and on-going assessment of the individual's performance and contribution to Ashmore's profitability. This assessment is performed on a continuous basis as well as part of a formal annual review. Ashmore's investment professionals may also be granted access to equity in the business through shares, equity options and other earned-in mechanisms.

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Ownership of Fund Shares. As of the end of the Emerging Markets Debt Fund's most recently completed fiscal year, Ashmore's investment professionals did not beneficially own any shares of the Emerging Markets Debt Fund.

Other Accounts. As of September 30, 2007, in addition to the Emerging Markets Debt Fund, Ashmore's Investment Committee was responsible for the day-to-day management of certain Other Accounts, as follows:

	Registered Investment Companies				Other Pooled Investment Vehicles					Other Accounts
Portfolio Manager	Number of Accounts		Total Assets		Number of Accounts			Total Assets		Number of Accounts			Total Assets
Mark Coombs, Jules Green, Seumas Dawes and Jerome Booth		1	$	424,238,000		23		$	21,839,520,000		14		$	10,347,730,000
	N/A		N/A			19	*	$	20,328,670,000		3	*	$	1,192,566,000

*  Accounts listed above are subject to a performance-based advisory fee.

Conflicts of Interest. Ashmore's management of Other Accounts may give rise to potential conflicts of interest in connection with its management of the Emerging Markets Debt Fund's investments, on the one hand, and the investments of the Other Accounts, on the other. The Other Accounts managed by Ashmore's portfolio managers include other pooled emerging markets debt funds. The Other Accounts might have similar investment objectives to the Emerging Markets Debt Fund or hold, purchase or sell securities that are eligible to be held, purchased or sold by the Emerging Markets Debt Fund. While Ashmore's management of Other Accounts may give rise to the following potential conflicts of interest, Ashmore does not believe that the conflicts, if any, are material or, to the extent any such conflicts are material, Ashmore believes that it has designed policies and procedu res to manage those conflicts in an appropriate way.

A potential conflict of interest may arise as a result of Ashmore's day-to-day management of the Emerging Markets Debt Fund. Because of its position with the Emerging Markets Debt Fund, Ashmore's investment professionals know the size, timing, and possible market impact of Emerging Markets Debt Fund trades. It is theoretically possible that Ashmore's investment professionals could use this information to the advantage of Other Accounts they manage and to the possible detriment of the Emerging Markets Debt Fund. However, Ashmore has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.

A potential conflict of interest may arise as a result of Ashmore's management of the Emerging Markets Debt Fund and Other Accounts which, in theory, may allow them to aggregate and allocate investment opportunities in a way that could favor Other Accounts over the Emerging Markets Debt Fund. This conflict of interest may be exacerbated to the extent that Ashmore receives or expects to receive greater compensation from their management of the Other Accounts than from the Emerging Markets Debt Fund. Notwithstanding this theoretical conflict of interest, it is Ashmore's policy to manage each account based on its investment objectives and related restrictions and, as discussed above, Ashmore has adopted policies and procedures reasonably designed to aggregate and allocate investment opportunities on a fair and equitable basis over time and in a manner consistent with each account's investment objectives and related restrictions. For example, wh ile Ashmore may decide to buy securities for one or more Other Accounts that differ in identity or quantity from securities bought for the Emerging Markets Debt Fund, such securities might not be suitable for the Emerging Markets Debt Fund given its investment objectives and related restrictions.

AXA Rosenberg

Compensation. SIMC pays AXA Rosenberg a fee based on the assets under management of the Emerging Markets Equity and International Equity Funds as set forth in an investment sub-advisory agreement between AXA Rosenberg and SIMC. AXA Rosenberg pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the Emerging Markets Equity and International Equity Funds. The following information relates to the period ended September 30, 2007.

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AXA Rosenberg compensates Dr. Ricks for his management of the Emerging Markets Equity and International Equity Funds. His compensation consists of base salary, bonus and deferred compensation. All compensation components are fixed and are not based on the performance of the Emerging Markets Equity and International Equity Funds.

AXA Rosenberg's investment professionals' total compensation is determined through a subjective process that evaluates numerous quantitative and qualitative factors, including AXA Rosenberg's overall profitability. Investment professionals do not receive any direct compensation based upon the investment returns of any individual client account. Among the factors included in this annual assessment are: (i) contribution to business results and overall business strategy; (ii) success of marketing/business development efforts and client servicing; and (iii) the relative investment performance of portfolios (although there are no specific benchmarks or periods of time used in measuring performance). Furthermore, an investment professional's seniority/length of service with the firm and management and supervisory responsibilities are relevant to compensation decisions.

Ownership of Fund Shares. As of the end of the Emerging Markets Equity and International Equity Funds most recently completed fiscal year, Dr. Ricks did not beneficially own any shares of the Emerging Markets Equity or International Equity Fund.

Other Accounts. As of September 30, 2007, in addition to the Emerging Markets Equity and International Equity Funds, Dr. Ricks was responsible for the day-to-day management of certain other accounts, as follows:

	Registered Investment Companies					Other Pooled Investment Vehicles					Other Accounts
Portfolio Manager	Number of Accounts			Total Assets		Number of Accounts			Total Assets		Number of Accounts			Total Assets
William E. Ricks		19		$	6,048,630,311		16		$	3,692,413,842		167		$	31,781,116,042
		10	*	$	2,406,319,350		1	*	$	17,474,303		33	*	$	10,391,515,547

*  Accounts listed above are subject to a performance-based advisory fee.

Conflicts of Interest. The portfolio manager's management of Other Accounts may give rise to potential conflicts of interest in connection with the management of the Emerging Markets Equity and International Equity Funds' investments, on the one hand, and the investments of the Other Accounts, on the other. The Other Accounts include Constellation International Equity Fund, Laudus Rosenberg International Small Cap Fund, Laudus Rosenberg International Equity Fund, Laudus Rosenberg International Discovery Fund and Laudus Rosenberg Global Long/Short Equity Fund. The Other Accounts might have similar investment objectives to the Emerging Markets Equity and International Equity Funds or hold, purchase or sell securities that are eligible to be held, purchased or sold by the Emerging Markets Equity and International Equity Funds. While the portfolio manager's managemen t of Other Accounts may give rise to the following potential conflicts of interest, AXA Rosenberg does not believe that the conflicts, if any, are material or, to the extent any such conflicts are material, AXA Rosenberg believes it has designed policies and procedures to manage those conflicts in an appropriate way.

A potential conflict of interest may arise as a result of the portfolio manager's day-to-day management of the Emerging Markets Equity and International Equity Funds. Because of the portfolio manager's position with the Emerging Markets Equity and International Equity Funds, the portfolio manager knows the size, timing and possible market impact of Emerging Markets Equity and International Equity Fund trades. It is theoretically possible that the portfolio manager could use this information to the advantage of other accounts he manages and to the possible detriment of the Emerging Markets Equity and International Equity Funds. However, AXA Rosenberg has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.

A potential conflict of interest may arise as a result of the portfolio manager's management of the Emerging Markets Equity and International Equity Funds and Other Accounts which, in theory, may allow the portfolio manager to allocate investment opportunities in a way that favors Other Accounts over the Emerging Markets Equity and International Equity Funds. This conflict of interest may be exacerbated to the extent that AXA Rosenberg or the portfolio manager receives, or expects to receive, greater compensation

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from their management of the Other Accounts than from the Emerging Markets Equity and International Equity Funds. Notwithstanding this theoretical conflict of interest, it is AXA Rosenberg's policy to manage each account based on its investment objectives and related restrictions and, as discussed above, AXA Rosenberg has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time and in a manner consistent with each account's investment objectives and related restrictions. For example, while the portfolio manager may buy for Other Accounts securities that differ in identity or quantity from securities bought for the Emerging Markets Equity and International Equity Funds, such securities might not be suitable for the Emerging Markets Equity and International Equity Funds given their investment objectives and related restrictions.

BFM

Compensation. SIMC pays BFM a fee based on the assets under management of the International Fixed Income Fund as set forth in an investment sub-advisory agreement between BFM and SIMC. BFM pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the International Fixed Income Fund. The following information relates to the period ended September 30, 2007.

BFM's financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary, a discretionary bonus, participation in various benefits programs and one or more of the incentive compensation programs established by BFM such as its Long-Term Retention and Incentive Plan and Restricted Stock Program.

Base compensation. Generally, BFM's portfolio managers receive base compensation based on their seniority and/or their position with the firm.

Discretionary compensation. In addition to base compensation, portfolio managers may receive discretionary compensation, which can be a substantial portion of total compensation. Discretionary compensation can include a discretionary cash bonus as well as one or more of the following:

Long-term retention and incentive plan ("LTIP")—The LTIP is a long-term incentive plan that seeks to reward certain key employees. The plan provides for the grants of awards that are expressed as an amount of cash that, if properly vested and subject to the attainment of certain performance goals, will be settled in cash and/or in BlackRock, Inc. common stock.

Deferred compensation program—A portion of the compensation paid to each portfolio manager may be voluntarily deferred by the portfolio manager into an account that tracks the performance of certain of the firm's investment products. Each portfolio manager is permitted to allocate his deferred amounts among various options, including to certain of the firm's hedge funds and other unregistered products. In addition, prior to 2005, a portion of the annual compensation of certain senior managers was mandatorily deferred in a similar manner for a number of years. Beginning in 2005, a portion of the annual compensation of certain senior managers is paid in the form of BlackRock, Inc. restricted stock units which vest ratably over a number of years.

Options and restricted stock awards—While incentive stock options are not currently being awarded to BFM employees, BlackRock, Inc. previously granted stock options to key employees, including certain portfolio managers who may still hold unexercised or unvested options. BlackRock, Inc. also has a restricted stock award program designed to reward certain key employees as an incentive to contribute to the long-term success of BFM. These awards vest over a period of years.

Incentive savings plans—BlackRock, Inc. has created a variety of incentive savings plans in which BFM employees are eligible to participate, including the BFM Employee Stock Purchase Plan ("ESPP"), a 401(k) plan and the BFM Retirement Savings Plan ("RSP"). The employer contribution components of the RSP include a company match equal to 50% of the first 6% of eligible pay contributed to the plan capped at $4,000 per year, and a company retirement contribution equal to 3% of eligible compensation, plus an additional contribution of 2% for any year in which BFM has positive net operating income. The RSP offers a range of

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investment options, including registered investment companies managed by the firm. Company contributions follow the investment direction set by participants for their own contributions or absent, employee investment direction, are invested into a stable value fund. The ESPP allows for investment in BFM common stock at 5% discount on fair market value of the stock on the purchase date. Annual participation in the ESPP is limited to the purchase of 1,000 shares or a dollar value of $25,000. Each portfolio manager is eligible to participate in these plans.

Annual incentive compensation for each portfolio manager is a function of several components: the performance of BlackRock, Inc., the performance of the portfolio manager's group within BFM, the investment performance, including risk-adjusted returns, of the firm's assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and the individual's teamwork and contribution to the overall performance of these portfolios and BFM. Unlike many other firms, portfolio managers at BFM compete against benchmarks rather than each other. In most cases, including for the portfolio managers of the International Fixed Income Fund, these benchmarks are the same as the benchmark or benchmarks against which the performance of the International Fixed Income Fund or other accounts are measured. A group of BlackRock, Inc.'s officers determines the benchmarks against which to compare the performance of funds and other acc ounts managed by each portfolio manager. With respect to the International Fixed Income Fund's portfolio managers, the relevant benchmark is the Lehman Global Aggregate Index (Ex-US Hedged in US Dollars).

The group of BlackRock, Inc.'s officers then make a subjective determination with respect to the portfolio manager's compensation based on the performance of the funds and other accounts managed by each portfolio manager relative to the various benchmarks. Senior portfolio managers who perform additional management functions within BFM may receive additional compensation for serving in these other capacities.

Ownership of Fund Shares. As of the end of the International Fixed Income Fund's most recently completed fiscal year, BFM's portfolio managers did not beneficially own any shares of the International Fixed Income Fund.

Other Accounts. As of September 30, 2007, BFM's portfolio managers were responsible for the day-to-day management of certain Other Accounts as follows:

	Registered Investment Companies				Other Pooled Investment Vehicles					Other Accounts
Portfolio Manager	Number of Accounts		Total Assets		Number of Accounts			Total Assets		Number of Accounts			Total Assets
Andrew Gordon		5	$	1,793,000,000		35		$	8,170,000,000		112		$	41,575,000,000
	N/A		N/A			2	*	$	934,000,000		23	*	$	5,586,000,000
Scott Thiel		2	$	672,000,000		28		$	8,895,000,000		151		$	41,832,000,000
	N/A		N/A			2	*	$	1,700,000,000		26	*	$	5,322,000,000

*  Accounts listed above are subject to a performance-based advisory fee.

Conflicts of Interests. BFM has built a professional working environment, firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one account over another. BFM has adopted policies and procedures that address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all client accounts are treated equitably over time.

Nevertheless, BFM furnishes investment management and advisory services to numerous clients in addition to the International Fixed Income Fund, and BFM may, consistent with applicable law, make investment recommendations to other clients or accounts (including accounts which are hedge funds or have performance or higher fees paid to BFM, or in which portfolio managers have a personal interest in the receipt of such fees) which may be the same as or different from those made to the International Fixed Income Fund.

In addition, BFM, its affiliates, and any officer, director, stockholder, or employee may or may not have an interest in the securities whose purchase and sale BFM recommends to the International Fixed Income Fund. BFM, or any of its affiliates, or any officer, director, stockholder, employee or any member of their families may take different actions than those recommended to the International Fixed Income Fund by BFM

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with respect to the same securities. Moreover, BFM may refrain from rendering any advice or services concerning securities of companies of which any of BFM's (or its affiliates') officers, directors, or employees are directors or officers, or companies as to which BFM or any of its affiliates or the officers, directors and employees of any of them has any substantial economic interest or possesses material non-public information.

Each portfolio manager also may manage accounts whose investment strategies may at times be opposed to the strategy utilized for the International Fixed Income Fund. Additional portfolio managers may in the future manage other such accounts or funds and may be entitled to receive incentive fees.

As a fiduciary, BFM owes a duty of loyalty to its clients and must treat each client fairly. When BFM purchases or sells securities for more than one account, the trades must be allocated in a manner consistent with its fiduciary duties. BFM attempts to allocate investments in a fair and equitable manner among client accounts, with no account receiving preferential treatment. To this end, BFM has adopted a policy that is intended to ensure that investment opportunities are allocated fairly and equitably among client accounts over time. This policy also seeks to achieve reasonable efficiency in client transactions and provide BFM with sufficient flexibility to allocate investments in a manner that is consistent with the particular investment discipline and client base.

The Boston Company

Compensation. SIMC pays The Boston Company a fee based on the assets under management of the Emerging Markets Equity Fund as set forth in an investment sub-advisory agreement between The Boston Company and SIMC. The Boston Company pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the Emerging Markets Equity Fund. The following information relates to the period ended September 30, 2007.

At The Boston Company, portfolio managers' cash compensation is comprised primarily of a market-based salary and incentive compensation (annual and long term retention incentive awards). Funding for The Boston Company Annual Incentive Plan and Long Term Retention Incentive Plan is through a pre-determined fixed percentage of overall firm profitability. In general, bonus awards are based initially on The Boston Company's financial performance. However, awards for select senior portfolio managers are based initially on their individual investment performance (one, three, and five-year weighted). In addition, awards for portfolio managers that manage alternative strategies are partially based on a portion of those funds' realized performance fee. The portfolio managers are eligible to receive annual cash bonus awards from the Annual Incentive Plan. Annual incentive opportunities are pre-established for each individual based upon competitive ind ustry compensation benchmarks. A significant portion of the opportunity awarded is based upon the one, three, and five-year (three and five-year weighted more heavily) pre-tax performance of the portfolio manager's accounts relative to the performance of the appropriate Lipper and Callan peer groups. Other factors considered in determining the award are individual qualitative performance and the asset size and revenue growth or retention of the products managed. Awards are generally subject to management discretion and pool funding availability. Awards are paid in cash on an annual basis. However, some portfolio managers may receive a portion of their annual incentive award in deferred vehicles.

For research analysts and other investment professionals, incentive pools are distributed to the respective product teams (in the aggregate) based upon product performance relative to firm-wide performance measured on the same basis as described above. Further allocations are made to specific team members by the product portfolio manager based upon sector contribution and other qualitative factors.

All portfolio managers and analysts are also eligible to participate in the The Boston Company Long Term Retention Incentive Plan. This plan provides for an annual award, payable in cash and/or BNY Mellon restricted stock (three-year cliff vesting period for both). The value of the cash portion of the award earns interest during the vesting period based upon the growth in The Boston Company's net income (capped at 20% and with a minimum payout of the BNY Mellon 3 year CD rate).

Ownership of Fund Shares. As of the end of the Emerging Markets Equity Fund's most recently completed fiscal year, The Boston Company's portfolio managers did not beneficially own any shares of the Emerging Markets Equity Fund.

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Other Accounts. As of September 30, 2007, in addition to the Emerging Markets Equity Fund, the portfolio managers were responsible for the day-to-day management of certain Other Accounts, as follows:

	Registered Investment Companies				Other Pooled Investment Vehicles				Other Accounts
Portfolio Manager	Number of Accounts		Total Assets		Number of Accounts		Total Assets		Number of Accounts			Total Assets
D. Kirk Henry, Warren Skillman, Carolyn Kedersha and Michelle Chan		11	$	7,900,000,000		11	$	5,500,000,000		63		$	14,468,000,000
	N/A		N/A		N/A		N/A			1	*	$	332,000,000

* Account listed above is subject to a performance-based advisory fee.

Conflicts of Interests. The Boston Company has implemented various policies and procedures that are intended to address the conflicts of interest that may exist or be perceived to exist at The Boston Company. These conflicts may include, but are not limited to the fact that when a portfolio manager is responsible for the management of more than one account, the potential arises for the portfolio manager to favor one account over another. Generally, the risk of such conflicts of interest could increase if a portfolio manager has a financial incentive to favor one account over another.

This disclosure statement is not intended to cover all of the conflicts that exist within The Boston Company, but rather to highlight the general categories of conflicts and the associated mitigating controls.

New Investment Opportunities. A portfolio manager could favor one account over another in allocating new investment opportunities that have limited supply, such as initial public offerings and private placements. If, for example, an initial public offering that was expected to appreciate in value significantly shortly after the offering was allocated to a single account, that account may be expected to have better investment performance than other accounts that did not receive an allocation. The Boston Company has policies that require a portfolio manager to allocate such investment opportunities in an equitable manner and generally to allocate such investments proportionately among all accounts with similar investment objectives.

Compensation. A portfolio manager may favor an account if the portfolio manager's compensation is tied to the performance of that account rather than all accounts managed by the portfolio manager. If, for example, the portfolio manager receives a bonus based upon the performance of certain accounts relative to a benchmark while other accounts are disregarded for this purpose, the portfolio manager will have a financial incentive to seek to have the accounts that determine the bonus achieve the best possible performance to the possible detriment of other accounts. Similarly, if The Boston Company receives a performance-based advisory fee, the portfolio manager may favor that account, regardless of whether the performance of that account directly determines the portfolio manager's compensation. The investment performance on specific accounts is not a factor in dete rmining the portfolio manager's compensation.

Investment Objectives. Where different accounts managed by the same portfolio manager have materially and potentially conflicting investment objectives or strategies, a conflict of interest may arise. For example, if a portfolio manager purchases a security for one account and sells the same security short for another account, such a trading pattern could potentially disadvantage either account. To mitigate the conflict in this scenario The Boston Company has in place a restriction in the order management system and requires a written explanation from the portfolio manager before determining whether to lift the restriction. However, where a portfolio manager is responsible for accounts with differing investment objectives and policies, it is possible that the portfolio manager will conclude that it is in the best interest of one account to sell a portfolio securi ty while another account continues to hold or increase the holding in such security.

Trading. A portfolio manager could favor one account over another in the order in which trades for the accounts are placed. If a portfolio manager determines to purchase a security for more than one account in an aggregate amount that may influence the market price of the security, accounts that purchased or sold the security first may receive a more favorable price than accounts that make subsequent transactions. The less liquid the market for the security or the greater the percentage that the proposed aggregate purchases or sales represent of average daily trading volume, the greater the potential for accounts that make subsequent purchases

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or sales to receive a less favorable price. When a portfolio manager intends to trade the same security for more than one account, the policies of The Boston Company generally require that such trades be "bunched," which means that the trades for the individual accounts are aggregated and each account receives the same price. Some accounts may not be eligible for bunching for contractual reasons (such as directed brokerage arrangements). Circumstances may also arise where the trader believes that bunching the orders may not result in the best possible price. Where those accounts or circumstances are involved, The Boston Company will place the order in a manner intended to result in as favorable a price as possible for such client.

Personal Interest. A portfolio manager may favor an account if the portfolio manager has a beneficial interest in the account, in order to benefit a large client or to compensate a client that had poor returns. For example, if the portfolio manager held an interest in a mutual fund that was one of the accounts managed by the portfolio manager, the portfolio manager would have an economic incentive to favor the account in which the portfolio manager held an interest. All accounts with the same or similar investment objectives are part of a trading group. All accounts in a particular trading group are managed and traded identically taking into account client imposed restrictions or cash flows. As a result of this management and trading style an account in a trading group cannot be treated any differently than any other account in that trading group.

Outside Directorship. Employees may serve as directors, officers or general partners of certain outside entities after obtaining the appropriate approvals in compliance with The Boston Company's Code of Conduct and Mellon Corporate Policy on Outside Directorships and Offices. However, in view of the potential conflicts of interest and the possible liability for The Boston Company, its affiliates and its employees, employees are urged to be cautious when considering serving as directors, officers, or general partners of outside entities. In addition to completing the reporting requirements set forth in the Mellon corporate policies, employees should ensure that their service as an outside director, officer or general partner does not interfere with the discharge of their job responsibilities and must recognize that their primary obligation is to complete their ass igned responsibilities at The Boston Company in a timely manner.

Proxy Voting. Whenever The Boston Company owns the securities of client or prospective client in fiduciary accounts there is a potential conflict between the interests of the firm and the interests of the beneficiaries of client accounts.

Material conflicts of interest are addressed through the establishment of The Boston Company's parent company's Proxy Committee structure. It applies detailed, pre-determined proxy voting guidelines in an objective and consistent manner across client accounts, based on internal and external research and recommendations provided by a third party vendor, and without consideration of any client relationship factors. Further, The Boston Company engages a third party as an independent fiduciary to vote all proxies for Mellon securities and Fund securities.

Personal Trading. There is an inherent conflict where a portfolio manager manages personal accounts alongside client accounts. Further, there is a conflict where other employees in the firm know of portfolio decisions in advance of trade execution and could potentially use this information to their advantage and to the disadvantage of The Boston Company's clients.

Subject to The Boston Company's personal Securities Trading Policy, employees of The Boston Company may buy and sell securities which are recommended to its clients; however, no employee is permitted to do so (a) where such purchase or sale would affect the market price of such securities, or (b) in anticipation of the effect of such recommendation on the market price.

Consistent with the Securities Trading Policy relating to investment employees (which includes all access persons), approval will be denied for sales/purchases of securities for which investment transactions are pending and, at minimum, for two business days after transactions for the security were completed for client accounts. Portfolio managers are prohibited from trading in a security for seven days before and after transactions in that security are completed for client accounts managed by that portfolio manager.

Soft Dollars. Use of client commissions to pay for services that benefit The Boston Company and not client accounts. It is the policy of The Boston Company to enter into soft-dollar arrangements in a manner which will ensure the availability of the safe harbor provided by Section 28(e) of the Securities and Exchange Act of 1934 (the "1934 Act") and which will ensure that the firm meets its fiduciary obligations for seeking to obtain best execution for its clients. All soft dollar services are justified in writing by the user specifically noting how the service will assist in the investment decision making process and approved in advance by The Boston Company's Soft Dollar Committee.

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Consultant Business. Many of The Boston Company's clients retain consulting firms to assist them in selecting investment managers. Some of these consulting firms provide services to both those who hire investment managers (i.e., clients) and to investment management firms. The Boston Company may pay to attend conferences sponsored by consulting firms and/or purchase services from consulting firms where it believes those services will be useful to it in operating its investment management business. The Boston Company does not pay referral fees to consultants.

Gifts. Where investment personnel are offered gifts or entertainment by business associates that assist them in making or executing portfolio decisions or recommendations for client accounts a potential conflict exists.

The Boston Company's Code of Conduct sets forth broad requirements for accepting gifts and entertainment. The Boston Company's Gift Policy supplements the Code of Conduct and provides further clarification for employees. The Boston Company has established a Gift Policy that supplements the Mellon Code of Conduct. Gifts received with a face value under $100 may be accepted so long as they are not intended to influence. It is imperative that common sense and good judgment be used when accepting gifts in the course of business. For gifts accepted in accordance with the Gift Policy and the Mellon Code of Conduct with a face value over $100, The Boston Company has determined that it is in the best interest of the firm and its employees that any amount over $100 shall be donated to a 501 (c)(3) charitable organization of the employee's choice.

CGTC

Compensation. SIMC pays CGTC a fee based on the assets under management of the International Equity Fund as set forth in an investment sub-advisory agreement between CGTC and SIMC. CGTC pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the International Equity Fund. The following information relates to the period ended September 30, 2007.

At CGTC, Portfolio Managers and investment analysts are paid competitive salaries. In addition, they may receive bonuses based on their individual portfolio results and also may participate in profit-sharing plans. The relative mix of compensation represented by bonuses, salary and profit sharing will vary depending on the individual's portfolio results, contributions to the organization and other factors. In order to encourage a long-term focus, bonuses tied to investment results are calculated by comparing pre-tax total returns to relevant benchmarks over both the most recent year and a four-year period to relevant benchmarks over both the most recent year and a four-year rolling average, with the greater weight placed on the four-year rolling average. For portfolio managers, benchmarks include both measures of the marketplaces in which the relevant fund invests and measures of the results of comparable mutual funds or consultant universe measures of comparable institutional accounts. For investment analysts, benchmarks include both relevant market measures and appropriate industry indexes reflecting their areas of expertise.

The benchmarks used to measure performance of the portfolio managers for the International Equity Fund include, as applicable, an adjusted MSCI EAFE Index, an adjusted Lipper International Index, an adjusted MSCI Europe Index, a customized index based on the median results with respect to Europe from Callan Associates, Evaluation Associates and Russell/Mellon, an adjusted MSCI Japan Index and a customized index based on the information provided by various third party consultants.

Ownership of Fund Shares. As of the end of the International Equity Fund's most recently completed fiscal year, CGTC's portfolio managers disclosed herein did not beneficially own any shares of the International Equity Fund.

Other Accounts. As of September 30, 2007, in addition to the International Equity Fund, CGTC's portfolio managers were responsible for the day-to-day management of certain Other Accounts, as follows:

	Registered Investment Companies**					Other Pooled Investment Vehicles***				Other Accounts****,*****
Portfolio Manager	Number of Accounts			Total Assets		Number of Accounts		Total Assets		Number of Accounts			Total Assets
David Fisher		22		$	24,800,000,000		30	$	46,890,000,000		274		$	94,790,000,000
		1	*	$	1,180,000,000		N/A		N/A		8	*	$	4,270,000,000
Arthur Gromadzki		8		$	3,220,000,000		9	$	24,480,000,000		108		$	36,860,000,000
		1	*	$	1,180,000,000		N/A		N/A		6	*	$	2,930,000,000
Richard Havas		10		$	3,580,000,000		22	$	34,040,000,000		179		$	67,120,000,000
		1	*	$	1,180,000,000		N/A		N/A		7	*	$	2,280,000,000

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	Registered Investment Companies**					Other Pooled Investment Vehicles***				Other Accounts****,*****
Portfolio Manager	Number of Accounts			Total Assets		Number of Accounts		Total Assets		Number of Accounts			Total Assets
Seung Kwak		8		$	3,220,000,000		10	$	24,640,000,000		140		$	49,530,000,000
		1	*	$	1,180,000,000		N/A		N/A		13	*	$	6,800,000,000
Nancy Kyle		10		$	3,580,000,000		17	$	31,670,000,000		138		$	49,630,000,000
		1	*	$	1,180,000,000		N/A		N/A		4	*	$	1,690,000,000
John Mant		8		$	3,220,000,000		13	$	27,890,000,000		167		$	58,480,000,000
		1	*	$	1,180,000,000		N/A		N/A		6	*	$	2,750,000,000
Lionel Sauvage		10		$	3,580,000,000		23	$	41,430,000,000		270		$	97,900,000,000
		1	*	$	1,180,000,000		N/A		N/A		21	*	$	10,930,000,000
Nilly Sikorsky		10		$	3,580,000,000		23	$	39,570,000,000		356		$	124,270,000,000
		1	*	$	1,180,000,000		N/A		N/A		42	*	$	24,610,000,000
Rudolf Staehelin		10		$	3,580,000,000		21	$	39,470,000,000		255		$	84,260,000,000
		1	*	$	1,180,000,000		N/A		N/A		20	*	$	11,890,000,000

*  Accounts listed above are subject to a performance-based advisory fee.

**  Assets noted represent the total net assets of registered investment companies and are not indicative of the total assets managed by the individual which will be a substantially lower amount.

***  Assets noted represent the total net assets of other pooled investment vehicles and are not indicative of the total assets managed by the individual which will be a substantially lower amount.

****  Assets noted represent the total net assets of other accounts and are not indicative of the total assets managed by the individual which will be a substantially lower amount.

*****  Reflects other professionally managed accounts held at CGTC or companies affiliated with CGTC. Personal brokerage accounts of portfolio managers and their families are not reflected.

Conflicts of Interest. CGTC has adopted policies and procedures that address potential conflicts of interest that may arise between a portfolio manager's management of the International Equity Fund and his or her management of other funds and accounts, such as conflicts relating to the allocation of investment opportunities, personal investing activities, portfolio manager compensation and proxy voting of portfolio securities. While there is no guarantee that such policies and procedures will be effective in all cases, CGTC believes that all issues relating to potential material conflicts of interest involving this portfolio and its other managed accounts have been addressed.

EMM

Compensation. SIMC pays EMM a fee based on the assets under management of the Emerging Markets Equity Fund as set forth in an investment sub-advisory agreement between EMM and SIMC. EMM pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the Emerging Markets Equity Fund. The following information relates to the period ended September 30, 2007.

EMM compensates all full-time employees, including portfolio managers, in the form of a base salary plus bonus, as well as via a profit sharing plan out of which EMM makes matching contributions to a 401(k) plan. The bonus pool is based on EMM's annual profits and is allocated by its Managing Directors with the input of various managers on the basis of each person's individual contribution to EMM. There is no fixed formula that compensates staff members directly for asset growth, investment performance, or other factors, and compensation is not directly tied to a published or private benchmark. In addition, all of EMM's portfolio managers either have acquired or are in the process of acquiring ownership of a profits interests in EMM.

Ownership of Fund Shares. As of the end of the Emerging Markets Equity Fund's most recently completed fiscal year, EMM's portfolio managers did not beneficially own any shares of the Emerging Markets Equity Fund.

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Other Accounts. As of September 30, 2007, EMM's portfolio managers were responsible for the day-to-day management of certain other accounts, as follows:

	Registered Investment Companies		Other Pooled Investment Vehicles					Other Accounts
Portfolio Manager	Number of Accounts	Total Assets	Number of Accounts			Total Assets		Number of Accounts			Total Assets
Antoine van Agtmael	N/A	N/A		10		$	5,316,020,203		18		$	6,351,690,685
	N/A	N/A		2	*	$	1,166,490,085		15	*	$	11,040,152,876
Felicia Morrow	N/A	N/A		7		$	3,750,200,740		18		$	6,351,690,685
	N/A	N/A		2	*	$	1,166,490,085		15	*	$	11,040,152,876
John Niepold	N/A	N/A		7		$	5,200,785,065		18		$	6,351,690,685
	N/A	N/A		1	*	$	1,132,392,154		14	*	$	10,131,913,982
Dobrinka Cidroff	N/A	N/A		5		$	3,666,514,705		18		$	6,351,690,685
	N/A	N/A		1	*	$	1,132,392,154		14	*	$	10,131,913,982
Peter Trofimenko	N/A	N/A		5		$	3,666,514,705		18		$	6,351,690,685
	N/A	N/A		1	*	$	1,132,392,154		14	*	$	10,131,913,982
Rita Lun	N/A	N/A		6		$	3,698,063,808		18		$	6,351,690,685
	N/A	N/A		1	*	$	1,132,392,154		14	*	$	10,131,913,982

* Accounts listed above are subject to a performance-based advisory fee.

Conflicts of Interests. Conflicts of interest may arise in the allocation of investment opportunities and the allocation of aggregated orders among the Emerging Markets Equity Fund and Other Accounts managed by EMM's portfolio managers. A portfolio manager potentially could give favorable treatment to some accounts for a variety of reasons, including favoring larger accounts, accounts that pay higher fees, accounts that pay performance-based fees, and accounts in which the portfolio manager has an interest. Such favorable treatment could lead to more favorable investment opportunities or allocations for some accounts. Notwithstanding these potential conflicts of interest, it is EMM's policy to manage each account based on its investment objectives and related restrictions. EMM has adopted policies and procedures reasonably designed to allocate investment opportun ities on a fair and equitable basis over time and in a manner consistent with each account's investment objectives and related restrictions.

FIIA

Compensation. SIMC pays FIIA a fee based on the assets under management of the International Fixed Income Fund as set forth in an investment sub-advisory agreement between FIIA and SIMC. FIIA, through its non-US affiliates (collectively, Fidelity International), pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the International Fixed Income Fund. The following information relates to the period ended September 30, 2007.

FIIA's portfolio manager compensation generally consists of a fixed base salary determined periodically (typically annually), a bonus and, in certain cases, participation in several types of equity-based compensation plans. A portion of each portfolio manager's compensation may be deferred based on criteria established by FIIA. Base salary is determined by level of responsibility and tenure either at FIIA or Fidelity International.

The portfolio manager's bonus is based on several components. The primary components are (i) the pre-tax investment performance of the International Fixed Income Fund measured against the Lehman Brothers Global Aggregate Index, and (ii) the investment performance of other funds and accounts managed by FIIA and Fidelity International. The pre-tax investment performance of the International Fixed Income Fund is weighted according to the portfolio manager's tenure on the International Fixed Income Fund and the average asset size of the International Fixed Income Fund over the portfolio manager's tenure. Each component is calculated separately over his tenure on the International Fixed Income Fund over a measurement period that initially is contemporaneous with his tenure, but that eventually encompasses rolling periods of up to three years. A smaller, subjective component of the portfolio manager's bonus is based on his overall contribution to FIIA and its affiliates.

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Ownership of Fund Shares. As of the end of the International Fixed Income Fund's most recently completed fiscal year, Mr. Weir did not beneficially own any shares of the International Fixed Income Fund.

Other Accounts. As of September 30, 2007, in addition to the International Fixed Income Fund, Mr. Weir was responsible for the day-to-day management of certain Other Accounts, as follows:

	Registered Investment Companies				Other Pooled Investment Vehicles					Other Accounts
Portfolio Manager	Number of Accounts		Total Assets		Number of Accounts			Total Assets		Number of Accounts	Total Assets
Andy Weir		4	$	1,868,739,324		14		$	3,292,946,125	N/A	N/A
	N/A		N/A			1	*	$	179,995,690	N/A	N/A

*Account listed above is subject to a performance-based advisory fee.

Conflicts of Interest. FIIA's compensation plan may give rise to potential conflicts of interest. Although investors in the International Fixed Income Fund may invest through either tax-deferred accounts or taxable accounts, the portfolio manager's compensation is linked to the pre-tax performance of the International Fixed Income Fund, rather than its after-tax performance. A portfolio manager's base pay tends to increase with additional and more complex responsibilities that include increased assets under management.

When a portfolio manager takes over a fund or an account, the time period over which performance is measured may be adjusted to provide a transition period in which to assess the portfolio. The management of multiple funds and accounts (including proprietary accounts) may give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons and fees as a portfolio manager must allocate his time and investment ideas across multiple funds and accounts.

In addition, a conflict of interest may arise if the International Fixed Income Fund's orders do not get fully executed due to being aggregated with those of other accounts managed by FIIA or an affiliate. A portfolio manager may execute transactions for another fund or account that may adversely impact the value of securities held by a fund. Securities selected for funds or accounts other than the International Fixed Income Fund may outperform the securities selected for the International Fixed Income Fund. Portfolio managers may be permitted to invest in the funds they manage, even if a fund is closed to new investors. Personal accounts may give rise to potential conflicts of interest; trading in personal accounts is restricted by FIIA's Code of Ethics.

Fuller & Thaler

Compensation. SIMC pays Fuller & Thaler a fee based on the assets under management of the International Equity Fund as set forth in an investment sub-advisory agreement between Fuller & Thaler and SIMC. Fuller & Thaler pays its investment professionals out of its total revenues and other resources which includes the sub-advisory fees earned with respect to the International Equity Fund. The following information relates to the period ended September 30, 2007.

Investment professionals involved in the management of Fuller & Thaler's international strategies are paid a base salary plus an annual bonus. The annual bonus is based on overall firm performance (asset growth and revenues (both absolute and relative investment performance)) as well as the performance of the portfolio overseen by the professional. Performance is evaluated annually. Fuller & Thaler uses no formula to determine bonus amounts.

Ownership of Fund Shares. As of the end of the International Equity Fund's most recently completed fiscal year, Fuller & Thaler's portfolio managers did not beneficially own any shares of the International Equity Fund.

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Other Accounts. As of September 30, 2007, in addition to the International Equity Fund, Fuller & Thaler's portfolio managers were responsible for the day-to-day management of certain Other Accounts, as follows:

	Registered Investment Companies				Other Pooled Investment Vehicles					Other Accounts
Portfolio Manager	Number of Accounts		Total Assets		Number of Accounts			Total Assets		Number of Accounts			Total Assets
Joseph Leung		3	$	604,700,000		2	*	$	69,700,000		2		$	80,500,000
	N/A		N/A		N/A			N/A			2	*	$	109,900,000

*  Accounts listed above are subject to a performance-based advisory fee.

Conflicts of Interests. The portfolio manager's management of Other Accounts may give rise to potential conflicts of interest in connection with his management of the International Equity Fund's investments, on the one hand, and the investments of the Other Accounts, on the other. The Other Accounts managed by Fuller & Thaler's portfolio manager include several international equity separate accounts and two pooled investment vehicles. The Other Accounts might have similar investment objectives as the International Equity Fund or hold, purchase, or sell securities that are eligible to be held, purchased, or sold by the International Equity Fund. While the portfolio manager's management of Other Accounts may give rise to the following potential conflicts of interest, Fuller & Thaler does not believe that the conflicts, if any, are material or, to the extent that any such conflicts are material, Fuller & Thaler believes that it has designed policies and procedures that are designed to manage those conflicts in an appropriate way.

A potential conflict of interest may arise as a result of the portfolio manager's day-to-day management of the International Equity Fund. Because of his position with the International Equity Fund, the portfolio manager knows the size, timing, and possible market impact of International Equity Fund trades. It is theoretically possible that the portfolio manager could use this information to the advantage of Other Accounts he manages and to the possible detriment of the International Equity Fund. However, Fuller & Thaler has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.

A potential conflict of interest may arise as a result of the portfolio manager's management of the International Equity Fund and Other Accounts which, in theory, may allow him to allocate investment opportunities in a way that favors Other Accounts over the International Equity Fund. This conflict of interest may be exacerbated to the extent that Fuller and Thaler or the portfolio manager receives, or expects to receive, greater compensation from their management of the Other Accounts than from the International Equity Fund. Notwithstanding this theoretical conflict of interest, it is Fuller and Thaler's policy to manage each account based on its investment objectives and related restrictions and, as discussed above, Fuller and Thaler has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time and in a manner consistent with each account's investment objectives and rel ated restrictions. For example, while the portfolio manager may buy for Other Accounts securities that differ in identity or quantity from securities bought for the International Equity Fund, such securities might not be suitable for the International Equity Fund given its investment objectives and related restrictions.

IIMA

Compensation. SIMC pays IIMA a fee based on the assets under management of the Emerging Markets Debt Fund as set forth in an investment sub-advisory agreement between IIMA and SIMC. IIMA pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the Emerging Markets Debt Fund. The following information relates to the period ended September 30, 2007.

IIMA's compensation structure is designed to be competitive relative to compensation levels offered elsewhere in the investment industry. The compensation structure consists of a base salary and a bonus.

The bonus depends on a mixture of achieved investment performance, qualitative (team) factors and overall business unit and company results. The responsible managing directors constantly monitor these

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criteria and personnel evaluations are conducted once a year. Qualitative team factors are important in the assessment, which applies to all professional categories.

Every employee participates in the ING Group stock option and restricted stock program. Stock options and restricted stock are granted to all employees but the amount of options and restricted stock granted depends on each employee's position in the organization and their performance within the company. To be eligible to exercise the restricted stock and stock options, the employee must remain employed with ING Investments, LLC for a minimum of three years.

Ownership of Fund Shares. As of the end of the Emerging Market Debt Fund's most recently completed fiscal year, IIMA's portfolio managers did not beneficially own any shares of the Emerging Markets Debt Fund.

Other Accounts. As of September 30, 2007 in addition to the Emerging Markets Debt Fund, IIMA's portfolio managers were responsible for the day-to-day management of certain Other Accounts, as follows:

	Registered Investment Companies				Other Pooled Investment Vehicles				Other Accounts
Portfolio Manager	Number of Accounts		Total Assets		Number of Accounts		Total Assets		Number of Accounts		Total Assets
Gorky Urquieta		2	$	447,000,000		11	$	10,708,000,000		1	$	206,000,000
Daniel Eustaquio		2	$	447,000,000		11	$	10,708,000,000		1	$	206,000,000

None of the accounts listed above is subject to a performance-based advisory fee.

Conflicts of Interests. IIMA's portfolio managers' management of other accounts (collectively, the "Other Accounts") may give rise to potential conflicts of interest in connection with their management of the Emerging Markets Debt Fund's investments, on the one hand, and the investments of the Other Accounts, on the other. The Other Accounts might have similar investment objectives as the Emerging Markets Debt Fund or hold, purchase or sell securities that are eligible to be held, purchased or sold by the Emerging Markets Debt Fund. IIMA does not believe that these conflicts, if any, are material or, to the extent any such conflicts are material, IIMA believes that it has designed policies and procedures to manage those conflicts in an appropriate way.

A potential conflict of interest may arise as a result of IIMA's portfolio managers' day-to-day management of the Emerging Markets Debt Fund. Because of their positions with the Emerging Markets Debt Fund, the portfolio managers know the size, timing and possible market impact of Emerging Markets Debt Fund trades. It is theoretically possible that IIMA's portfolio managers could use this information to the advantage of Other Accounts they manage and to the possible detriment of the Emerging Markets Debt Fund. However, IIMA has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.

A potential conflict of interest may arise as a result of IIMA's portfolio managers' management of the Emerging Markets Debt Fund and Other Accounts which, in theory, may allow them to allocate investment opportunities in a way that favors Other Accounts over the Emerging Markets Debt Fund. This conflict of interest may be exacerbated to the extent that IIMA or its portfolio managers receive, or expect to receive, greater compensation from their management of the Other Accounts (many of which receive a base and incentive fee) than from the Emerging Markets Debt Fund. Notwithstanding this theoretical conflict of interest, it is IIMA's policy to manage each account based on its investment objectives and related restrictions and, as discussed above, IIMA has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time and in a manner consistent with each account's investment ob jectives and related restrictions. For example, while IIMA's portfolio managers may buy for Other Accounts securities that differ in identity or quantity from securities bought for the Emerging Markets Debt Fund, such securities might not be suitable for the Emerging Markets Debt Fund given its investment objectives and related restrictions.

McKinley Capital

Compensation. SIMC pays McKinley Capital a fee based on the assets under management of the International Equity Fund as set forth in an investment sub-advisory agreement between McKinley Capital

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and SIMC. Mckinley Capital pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the International Equity Fund. The following information relates to the period ended September 30, 2007.

Compensation to McKinley Capital's investment professionals comes in the form of a base salary, discretionary cash bonus and incentive stock options. The base salary is determined by the individual's years of experience and market rates. The discretionary cash bonus and incentive stock option awards are based solely on the discretion of McKinley Capital's President & Chief Investment Officer. None of the portfolio managers' compensation is based on the performance of, or the value of assets held in, the International Equity Fund.

Ownership of Fund Shares. As of the end of the International Equity Fund's most recently completed fiscal year, McKinley Capital's portfolio managers did not beneficially own any shares of the International Equity Fund.

Other Accounts. As of September 30, 2007, in addition to the International Equity Fund, McKinley Capital's portfolio managers were equally responsible for the day-to-day management of certain Other Accounts, as follows:

Registered Investment Companies

Other Pooled Investment Vehicles

Other Accounts

Portfolio Manager

Number of Accounts

Total Assets

Number of Accounts

Total Assets

Number of Accounts

Total Assets

Robert B. Gillam, Robert A. Gillam, Greg Samorajski, Frederic Parke, Sheldon Lien, Brandon Rinner, Paul Hanson and Forrest Badgley

6 N/A

$1,015,318,000 N/A

3 N/A

$742,642,050 N/A

60 2*

$12,537,890,000 $603,318,114

*  Accounts listed above are subject to a performance-based advisory fee.

Conflicts of Interests. The portfolio managers' management of Other Accounts may give rise to potential conflicts of interest in connection with their management of the International Equity Fund's investments, on the one hand, and the investments of the Other Accounts, on the other. The Other Accounts might have similar investment objectives as the International Equity Fund or hold, purchase or sell securities that are eligible to be held, purchased or sold by the International Equity Fund. While the portfolio managers' management of Other Accounts may give rise to the following potential conflicts of interest, McKinley Capital does not believe that the conflicts, if any, are material or, to the extent any such conflicts are material, McKinley Capital believes that it has designed policies and procedures that are designed to manage those conflicts in an appropria te way.

A potential conflict of interest may arise as a result of the portfolio managers' day-to-day management of the International Equity Fund. Because of their positions with the International Equity Fund, the portfolio managers know the size, timing, and possible market impact of International Equity Fund's trades. It is theoretically possible that the portfolio managers could use this information to the advantage of other accounts they manage and to the possible detriment of the International Equity Fund. However, McKinley Capital has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.

A potential conflict of interest may arise as a result of the portfolio managers' management of the International Equity Fund and Other Accounts which, in theory, may allow them to allocate investment opportunities in a way that favors Other Accounts over the International Equity Fund. This conflict of interest may be exacerbated to the extent that McKinley Capital or the portfolio managers receive, or expect to receive, greater compensation from their management of the Other Accounts than from the International Equity Fund. Notwithstanding this theoretical conflict of interest, it is McKinley Capital's policy to manage each account based on its investment objectives and related restrictions and, as discussed above, McKinley Capital has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time and in a manner consistent with each account's investment objectives and relate d

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restrictions. For example, while the portfolio managers may buy for Other Accounts securities that differ in identity or quantity from securities bought for the International Equity Fund, such securities might not be suitable for the International Equity Fund given its investment objectives and related restrictions.

PanAgora

Compensation. SIMC pays PanAgora a fee based on the assets under management of the Emerging Markets Equity Fund as set forth in an investment sub-advisory agreement between PanAgora and SIMC. PanAgora pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the Emerging Markets Equity Fund. The following information relates to the period ended September 30, 2007.

There are no formulas that tie a portfolio manager's incentive compensation to asset growth. All investment professionals receive industry competitive salaries (based on an annual benchmarking study) and are rewarded with meaningful performance-based annual bonuses, which can exceed 100% of salary. All employees of the firm are evaluated by comparing their performance against tailored and specific objectives. These goals are developed and monitored through the cooperation of employees and their immediate supervisors. Portfolio managers have specific goals including the investment performance of the accounts they manage and not revenue associated with these accounts.

Average investment professionals compensation is approximately 40% for base salary, 50% for performance bonus, and 10% for equity incentives.

The performance bonus elements may comprise cash and/or equity incentives at the discretion of management and we do not have any fixed targets relating to those elements.

Since 1997, the Putnam Equity Partnership Plan has provided significant employee ownership at Putnam. Under the terms of the plan, up to 16% of the equity in Putnam may be issued in new, non-voting Putnam shares and distributed to Putnam and PanAgora professionals. Power Financial Corporation is committed to retaining Putnam's and PanAgora's key personnel to assure the ongoing stability of the organization. Power will create a new private equity plan similar to the one currently in place.

Ownership of Fund Shares. As of the end of the Emerging Markets Equity Fund's most recently completed fiscal year, PanAgora's portfolio managers did not beneficially own any shares of the Emerging Markets Equity Fund.

Other Accounts. As of September 30, 2007, in addition to the Emerging Markets Equity Fund, PanAgora's portfolio managers were responsible for the day-to-day management of certain Other Accounts, as follows:

Registered Investment Companies

Other Pooled Investment Vehicles

Other Accounts

Portfolio Manager

Number of Accounts

Total Assets

Number of Accounts

Total Assets

Number of Accounts

Total Assets

Eric Sorensen

#

#

#

Edward Qian

^

^

^

Ronald Hua, Sanjoy Ghosh, Kenneth Masse and George Mussalli

9

$

655,856,451

12

$

2,005,783,860

42

$

4,754,775,172

N/A

N/A

2

*

$

161,258,916

8

*

$

1,837,147,008

#  Eric Sorensen is CEO of PanAgora and as such has oversight of the Firm's accounts.

^  Edward Qian is CIO and head of Research and as such has oversight of the Firm's accounts.

*  Accounts listed above are subject to a performance-based advisory fee.

Conflicts of Interests. The portfolio managers' management of Other Accounts may give rise to potential conflicts of interest in connection with their management of the Emerging Markets Equity Fund's investments, on the one hand, and the investments of the Other Accounts, on the other. The Other Accounts include retirement

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plans and separately managed accounts, as well as incubated accounts. The Other Accounts might have similar investment objectives as the Emerging Markets Equity Fund or hold, purchase or sell securities that are eligible to be held, purchased or sold by the Emerging Markets Equity Fund. While the portfolio managers' management of Other Accounts may give rise to the following potential conflicts of interest, PanAgora does not believe that the conflicts, if any, are material or, to the extent any such conflicts are material, PanAgora believes that it has designed policies and procedures to manage those conflicts in an appropriate way.

A potential conflict of interest may arise as a result of the portfolio managers' day-to-day management of the Emerging Markets Equity Fund. Because of their positions with the Emerging Markets Equity Fund, the portfolio managers know the size, timing and possible market impact of Emerging Markets Equity Fund trades. It is theoretically possible that the portfolio managers could use this information to the advantage of Other Accounts they manage and to the possible detriment of the Emerging Markets Equity Fund. However, PanAgora has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.

A potential conflict of interest may arise as a result of the portfolio managers' management of the Emerging Markets Equity Fund and Other Accounts which, in theory, may allow them to allocate investment opportunities in a way that favors Other Accounts over the Emerging Markets Equity Fund. This conflict of interest may be exacerbated to the extent that PanAgora or the portfolio managers receive, or expect to receive, greater compensation from their management of the Other Accounts than the Emerging Markets Equity Fund. Notwithstanding this theoretical conflict of interest, it is PanAgora's policy to manage each account based on its investment objectives and related restrictions and, as discussed above, PanAgora has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time and in a manner consistent with each account's investment objectives and related restrictions. For example, while the portfolio managers may buy for Other Accounts securities that differ in identity or quantity from securities bought for the Emerging Markets Equity Fund, such securities might not be suitable for the Emerging Markets Equity Fund given their investment objectives and related restrictions.

QMA

Compensation. SIMC pays QMA a fee based on the assets under management of the International Equity Fund as set forth in an investment sub-advisory agreement between QMA and SIMC. QMA pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the International Equity Fund. The following information relates to the period ended September 30, 2007.

QMA's investment professionals are compensated through a combination of base salary, a performance-based annual cash incentive bonus and a long-term incentive grant. QMA regularly benchmarks its compensation program against leading asset management firms to monitor competitiveness. The salary component is based on market data relative to similar positions within the industry as well as the past performance, experience and responsibility of the individual.

The size of the annual cash bonus pool is determined quantitatively based on two primary factors: 1) investment performance (pre-tax) of composites representing QMA's various investment strategies on a one-year and three-year basis relative to appropriate market peer groups or benchmarks; and 2) business results as measured by QMA's pre-tax income.

An investment professional's incentive compensation, including both the annual cash bonus and long-term incentive grant, is not based on the performance of the International Equity Fund (or any other individual account managed by QMA) or the value of the assets of the International Equity Fund (or any other individual account managed by QMA). Rather, the incentive compensation of each investment professional is primarily determined based on such person's contribution to QMA's goal of providing investment performance to clients consistent with portfolio objectives, guidelines and risk parameters, as well as such person's qualitative contributions to the organization. An investment professional's long-term incentive grant is currently divided into two components: (i) 80% of the value of the grant is subject to increase or decrease based on the annual performance of certain QMA advised accounts, and (ii) 20% of the value of the grant consists o f stock options and restricted stock of Prudential Financial, Inc. (QMA's ultimate parent company). The long-term incentive grants are subject to vesting requirements.

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The size of the annual long-term incentive pool available for individual grants is determined by Prudential Financial based on a percentage of the aggregate compensation of QMA's eligible employees for the prior year.

Ownership of Fund Shares. As of the end of the International Equity Fund's most recently completed fiscal year, QMA's portfolio managers did not beneficially own any shares of the International Equity Fund.

Other Accounts. As of September 30, 2007, in addition to the International Equity Fund, QMA's portfolio managers were responsible for the management of certain Other Accounts, as follows:

	Registered Investment Companies		Other Pooled Investment Vehicles(1)		Other Accounts(1)
Portfolio Manager	Number of Accounts(2)	Total Assets	Number of Accounts(2)	Total Assets	Number of Accounts(2)	Total Assets
Margaret Stumpp	25 N/A	$17,536,695,838 N/A	28 N/A	$11,268,607,538 N/A	98 11*	$16,392,835,742 $5,720,953,453
Peter Xu	16 N/A	$9,325,690,507 N/A	22 N/A	$10,595,018,846 N/A	37 11*	$8,971,368,686 $5,720,953,453
John Van Belle	22 N/A	$16,862,029,617 N/A	25 N/A	$10,675,400,403 N/A	89 11*	$14,136,395,676 $5,720,953,453

*  Accounts listed above are subject to a performance-based advisory fee.

(1)  "QMA Other Pooled Investment Vehicles" includes commingled insurance company separate accounts, commingled trust funds and other commingled investment vehicles. "QMA Other Accounts" includes single client accounts, managed accounts (which are counted as one account per managed account platform), asset allocation clients, and accounts of affiliates.

(2)  Accounts are managed on a team basis. If a portfolio manager is a member of a team, any account managed by that team is included in the number of accounts and total assets for such portfolio manager (even if such portfolio manager is not primarily involved in the day-to-day management of the account).

Conflicts of Interests. QMA, an indirect, wholly-owned subsidiary of Prudential Financial, Inc., is part of a full-scale global financial services organization, affiliated with insurance companies, investment advisers and broker-dealers. QMA's portfolio managers are often responsible for managing multiple accounts, including accounts of affiliates, institutional accounts, mutual funds, insurance company separate accounts and various pooled investment vehicles. These affiliations and portfolio management responsibilities may cause potential and actual conflicts of interest. QMA aims to conduct itself in a manner it considers to be the most fair and consistent with its fiduciary obligations to all of its clients including the International Equity Fund.

Management of multiple accounts and funds side-by-side may raise potential conflicts of interest relating to the allocation of investment opportunities, the aggregation and allocation of trades and cross trading. QMA has developed policies and procedures designed to address these potential conflicts of interest.

There may be restrictions imposed by law, regulation or contract regarding how much, if any, of a particular security QMA may purchase or sell on behalf of the International Equity Fund, and as to the timing of such purchase or sale. Such restrictions may come into play as a result of QMA's relationship with Prudential Financial and its other affiliates. Also, QMA may come into possession of material, non-public information with respect to a particular issuer and as a result be unable to execute purchase or sale transactions in securities of such issuer for the International Equity Fund. QMA generally is able to avoid a variety of potential conflicts due to the possession of material, non-public information by maintaining "Information Barriers" to prevent the transfer of information between affiliates.

Certain affiliates of QMA develop and may publish credit research that is independent from the research developed within QMA. QMA may hold different opinions on the investment merits of a given security, issuer or industry such that QMA may be purchasing or holding a security for the International Equity Fund and an affiliated entity may be selling or recommending a sale of the same security or other securities of the same issuer. Conversely, QMA may be selling a security for the International Equity Fund and an affiliated entity may be purchasing or recommending a buy of the same security or other securities of the same issuer. In addition, QMA's affiliated brokers or investment advisers may be executing transactions in the market in the

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same securities as the International Equity Fund at the same time. It is the policy of QMA not to engage in principal transactions with affiliated broker-dealers for unaffiliated institutional accounts managed by QMA.

With respect to the management of the International Equity Fund, QMA may cause securities transactions to be executed concurrently with authorizations to purchase or sell the same securities for other accounts managed by QMA, including proprietary accounts or accounts of affiliates. In these instances, the executions of purchases or sales, where possible, are allocated equitably among the various accounts.

QMA may provide to non-discretionary clients the same model investment portfolio that it uses to manage the International Equity Fund. Delivery of the model portfolios to non-discretionary clients may be prior to or after execution of trades for discretionary accounts utilizing the same model, including the International Equity Fund. The International Equity Fund may be disadvantaged where QMA initiates trading for such funds after it delivers the model investment portfolio to the non-discretionary clients, or vice-versa. QMA believes the potential market impact of trading based on the models is unlikely to be significant given that the model typically calls for small trades.

QMA may buy or sell, or may direct or recommend that one client buy or sell, securities of the same kind or class that are purchased or sold for the International Equity Fund, at prices which may be different. In addition, QMA may, at any time, execute trades of securities of the same kind or class in one direction for an account and trade in the opposite direction or not trade for any other account, including the International Equity Fund, due to differences in investment strategy or client direction.

The fees charged to advisory clients by QMA may differ depending upon a number of factors including, but not limited to, the particular strategy, the size of a portfolio being managed, the relationship with the client, the origination and service requirements and the asset class involved. Fees may also differ based on account type (e.g., commingled accounts, trust accounts, insurance company separate accounts, and corporate, bank or trust-owned life insurance products). Fees are negotiable, so one client may be paying a higher fee than another client with similar investment objectives or goals. Fees paid by certain clients may also be higher if their accounts are subject to performance-based fees which increase based on the performance of a portfolio above an established benchmark. Also, large accounts generate more revenue for QMA than do smaller accounts. A portfolio manager may be faced with a conflict of interest when allocating scarce investment opportunities given the benefit to QMA of favoring accounts that pay a higher fee or generate more income for QMA. To address this conflict of interest, QMA has adopted allocation policies as well as supervisory procedures that are intended to allocate investment opportunities fairly among competing client accounts.

Conflicts of interest may also arise regarding proxy voting. QMA's proxy voting committee oversees the proxy voting process and monitors potential conflicts of interest relating to proxy voting.

Conflicts of interest may also arise in connection with securities holdings. Prudential Financial, the general account of The Prudential Insurance Company of America, QMA's proprietary accounts and accounts of other affiliates of QMA (collectively, the "Affiliated Accounts") may at times have various levels of financial or other interests, including but not limited to portfolio holdings, in companies whose securities may be held or purchased or sold in QMA's client accounts. These financial interests may at any time be in potential or actual conflict or may be inconsistent with positions held or actions taken by QMA on behalf of its client accounts. These interests can include loan servicing, debt or equity financing, services related to advising on merger and acquisition issues, strategic corporate relationships or investments and the offering of investment advice in various forms. Thus QMA may invest client assets in the securities of comp anies with which QMA or an affiliate of QMA has a financial relationship, including investment in the securities of companies that are advisory clients of QMA.

It is anticipated that there will be situations in which the interests of a client account in a portfolio company may conflict with the interests of one or more Affiliated Accounts or other client accounts managed by QMA or its affiliates. This may occur because Affiliated Accounts hold public and private debt and equity securities of a large number of issuers and may invest in some of the same companies as the client account but at different levels in the capital structure. While these conflicts cannot be eliminated, QMA has implemented policies and procedures designed to ensure that, notwithstanding these conflicts, investments of its clients are managed in their best interests.

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In addition, portfolio managers may advise Affiliated Accounts. The value of a portion of the long-term incentive grant of certain investment professionals will increase or decrease based on the annual performance of certain advised accounts of QMA (the "LT Accounts") over a defined time period. As a result of (i) the management of the Affiliated Accounts, and (ii) long-term compensation reflecting the performance of the LT Accounts, QMA's portfolio managers from time to time have certain direct and indirect financial interests in the accounts they advise. To address potential conflicts related to these financial interests, QMA has procedures, including supervisory review procedures, designed to ensure that each of QMA's client accounts, including the International Equity Fund, and each Affiliated Account or LT Account, is managed in a manner that is consistent with its investment objectives, investment strategies and restrictions, as well a s with QMA's fiduciary obligations.

QMA also engages in short sales for certain of its advisory clients (i.e., the sale of a borrowed security). For these clients, QMA may take a short position in securities that are held long in other client portfolios. QMA has adopted documentation and monitoring requirements to address the conflicts of interest that arise due to the management of long-short portfolios alongside long-only portfolios.

QMA follows Prudential Financial's policies on business ethics, personal securities trading by investment personnel, and information barriers and has adopted a code of ethics, allocation policies, supervisory procedures and conflicts of interest policies, among other policies and procedures, which are designed to ensure that clients are not harmed by these potential or actual conflicts of interests; however, there is no guarantee that such policies and procedures will detect and will ensure avoidance or disclosure of each and every situation in which a conflict may arise.

RCM

Compensation. SIMC pays RCM a fee based on the assets under management of the International Fixed Income and International Equity Funds as set forth in an investment sub-advisory agreement between RCM and SIMC. RCM pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the International Fixed Income and International Equity Funds. The following information relates to the period ended September 30, 2007.

RCM's portfolio managers receive a base salary, as well as bonuses based on both the pre-tax profits of the firm and the firm's distributions to shareholders. No portfolio manager or any other member of RCM's staff is compensated on the basis of individual account performance.

Ownership of Fund Shares. As of the end of the International Fixed Income and International Equity Funds' most recently completed fiscal year, RCM's portfolio managers did not beneficially own any shares of the International Fixed Income and International Equity Funds.

Other Accounts. As of September 30, 2007, RCM's portfolio managers were responsible for the day-to-day management of certain Other Accounts, as follows:

	Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts
Portfolio Manager	Number of Accounts	Total Assets	Number of Accounts	Total Assets	Number of Accounts	Total Assets
Bob Noyen	5 N/A	$1,139,330,130 N/A	8 N/A	$834,819,533 N/A	31 2*	$18,913,021,450 $468,441,500
Ian Harrison	N/A N/A	N/A N/A	28 N/A	$5,713,017,659 N/A	19 2*	$6,642,160,727 730,170,063
Dmitri Tikhonov	N/A N/A	N/A N/A	32 N/A	$3,953,404,081 N/A	7 N/A	$3,300,960,021 N/A
Carl Beckley	N/A N/A	N/A N/A	12 N/A	$2,722,603,684 N/A	1 1*	$91,680,750 $132,427,750
Peter Wakefield	N/A N/A	N/A N/A	4 N/A	$2,657,655,499 N/A	3 3*	$4,566,683,509 $2,511,897,668

* Accounts listed above are subject to a performance-based advisory fee.

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Conflicts of Interest. The systematic nature of RCM's investment processes effectively eliminates the potential for conflict between the Other Accounts managed by a portfolio manager. The liquidity of the currency market is such that potential for a conflict of interest is remote in the portfolio managers' day-to-day management of the International Fixed Income and International Equity Funds. In addition, RCM has adopted policies and procedures reasonably designed to effectively eliminate such conflicts. RCM's processes ensure that it is not possible for a portfolio manager to allocate investment opportunities in a way that favors Other Accounts over the International Fixed Income and International Equity Funds. Further, neither the compensation that RCM nor the portfolio managers receive, nor expect to receive, lead them to favor their management of the Other Acc ounts over the International Fixed Income and International Equity Funds. Finally, it is RCM's policy to manage each account based on its investment objectives and related restrictions and RCM has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time and in a manner consistent with each account's investment objectives and related restrictions.

Rexiter

Compensation. SIMC pays Rexiter a fee based on the assets under management of the Emerging Markets Equity Fund as set forth in an investment sub-advisory agreement between Rexiter and SIMC. Rexiter pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the Emerging Markets Equity Fund. The following information relates to the period ended September 30, 2007.

Rexiter aims to pay top-quartile salaries for its portfolio managers. Performance bonuses are related to the profitability of the company, which is dependent upon a number of factors including the overall contribution to investment performance and client service. Portfolio managers are not compensated directly for the performance of a particular fund (e.g., The Emerging Markets Equity Fund) and are neither compensated directly nor indirectly for bringing in new business or for client retention. All emerging market accounts are effectively identical and portfolio managers will collectively participate in country asset allocation decisions and will each contribute stock ideas to the portfolio from the countries that they specifically monitor.

Ownership of Fund Shares. As of the end of the Emerging Markets Equity Fund's most recently completed fiscal year, Rexiter's portfolio managers did not beneficially own any shares of the Emerging Markets Equity Fund.

Other Accounts. As of September 30, 2007, in addition to the Emerging Markets Equity Fund, Rexiter's portfolio managers were responsible for the day-to-day management of certain Other Accounts, as follows:

	Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts
Portfolio Manager	Number of Accounts	Total Assets	Number of Accounts	Total Assets	Number of Accounts	Total Assets
Murray Davey	1 N/A	$216,268,000 N/A	1 N/A	$1,826,706,000 N/A	N/A 1*	N/A $443,313,000
Nick Payne	1 N/A	$235,239,000 N/A	N/A N/A	N/A N/A	3 1*	$543,236,000 $33,570,000

* Accounts listed above are subject to a performance-based advisory fee.

Conflicts of Interests. The portfolio managers' management of Other Accounts may give rise to potential conflicts of interest in connection with their management of the Emerging Markets Equity Fund's investments, on the one hand, and the investments of the Other Accounts, on the other. The Other Accounts might have similar investment objectives as the Emerging Markets Equity Fund or hold, purchase or sell securities that are eligible to be held, purchased or sold by the Emerging Markets Equity Fund. While the portfolio managers' management of Other Accounts may give rise to the following potential conflicts of interest, Rexiter does not believe that the conflicts, if any, are material or, to the extent any such conflicts are material, Rexiter believes that it has designed policies and procedures to manage those conflicts in an appropriate way.

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A potential conflict of interest may arise as a result of Rexiter's portfolio managers' day-to-day management of the Emerging Markets Equity Fund. Because of their positions with the Emerging Markets Equity Fund, the portfolio managers know the size, timing and possible market impact of Emerging Markets Equity Fund trades. It is theoretically possible that the portfolio managers could use this information to the advantage of other accounts they manage and to the possible detriment of the Emerging Markets Equity Fund. However, Rexiter has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.

Another potential conflict of interest may arise as a result of the portfolio managers' management of the Emerging Markets Equity Fund and Other Accounts which, in theory, may allow them to allocate investment opportunities in a way that favors Other Accounts over the Emerging Markets Equity Fund. This conflict of interest may be exacerbated to the extent that Rexiter or the portfolio managers receive, or expect to receive, greater compensation from their management of the Other Accounts than from the Emerging Markets Equity Fund. Notwithstanding this theoretical conflict of interest, it is Rexiter's policy to manage each account based on its investment objectives and related restrictions and, as discussed above, Rexiter has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time and in a manner consistent with each account's investment objectives and related restrictio ns. For example, while the portfolio managers may buy for Other Accounts securities that differ in identity or quantity from securities bought for the Emerging Markets Equity Fund, such securities might not be suitable for the Emerging Markets Equity Fund given its investment objectives and related restrictions.

Smith Breeden

Compensation. SIMC pays Smith Breeden a fee based on the assets under management of the International Equity Fund as set forth in an investment sub-advisory agreement between Smith Breeden and SIMC. Smith Breeden pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the International Equity Fund. The following information relates to the period ended September 30, 2007.

Smith Breeden's compensation for senior professionals is determined by the Compensation Committee of Smith Breeden's Board of Directors, which takes into consideration the following factors for portfolio managers: risk-adjusted performance over one, three, and five years for all accounts managed by the portfolio manager, account strategy, innovative and profitable transaction ideas, client service and operational efficiency.

Annual compensation packages are a combination of base salary, cash bonuses, and restricted equity grants. Cash bonuses are used to reward outstanding individual performance. Smith Breeden believes its emphasis on equity ownership as part of its compensation structure creates appropriate long-term incentives for the firm's investment professionals. Restricted stock grants are emphasized for more senior staff. Restricted stock grants vest over a five-year period, but recipients receive dividends on both vested and non-vested shares. An individual's ownership position may rise over time, making dividend payments a more important component of compensation.

The compensation review process is subjective and varies by individual. There is no formula-based compensation for senior investment professionals. Smith Breeden operates a company-funded 401(k) and profit sharing plan for all employees.

No component of Smith Breeden's compensation scheme for any person is fixed (e.g., there is no compensation formula based on the International Equity Fund's pre- or after-tax performance, or based on the International Equity Fund's assets). In addition, there are no differences between the method of determining compensation with respect to the International Equity Fund and any other accounts.

Ownership of Fund Shares. As of the end of International Equity Fund's most recently completed fiscal year, Smith Breeden's portfolio managers did not beneficially own any shares of the International Equity Fund.

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Other Accounts.  As of September 30, 2007, in addition to the International Equity Fund, Smith Breeden's portfolio managers were responsible for the day-to-day management of certain other accounts as follows:

	Registered Investment Companies				Other Pooled Investment Vehicles					Other Accounts
Portfolio Manager	Number of Accounts		Total Assets		Number of Accounts			Total Assets		Number of Accounts			Total Assets
Tim Cunneen		8	$	2,967,000,000		9		$	7,404,000,000		18		$	8,146,000,000
	N/A		N/A			3	*	$	515,000,000		11	*	$	4,521,000,000
Daniel Dektar		5	$	1,160,000,000		7		$	10,942,000,000		8		$	1,529,000,000
	N/A		N/A			3	*	$	515,000,000		7	*	$	1,488,000,000

* Accounts listed above are subject to a performance-based advisory fee.

Conflicts of Interests. Smith Breeden's portfolio managers typically manage more than one portfolio. The portfolios may be separate accounts or commingled funds and some have performance-based fees. The side-by-side management of accounts with different fee structures or performance-based fees may raise potential conflicts with respect to the allocation of investment opportunities and the aggregation of trades.

Smith Breeden has developed a compliance program that includes a set of policies and procedures that are designed to assure that Smith Breeden complies with the requirements of the Investment Advisers Act of 1940 and generally requires both Smith Breeden and its employees to deal with all clients in a fair and equitable manner. Smith Breeden's policies and procedures are designed to identify and monitor potential conflicts of interest and to appropriately manage any conflicts that do arise.

Smith Breeden's Trade Allocation Policy is designed to ensure that: (i) no client or class of clients is favored or disfavored consciously or consistently in the allocation of investment opportunities; and (ii) to the extent practical, investment opportunities are allocated among clients over a period of time on a fair and equitable basis. Smith Breeden's Code of Ethics is designed to prevent conflicts of interest that employees may have with client securities holdings and transactions and to prevent the misuse of material, non-public information. In connection with the provisions of the company's Code of Ethics, Smith Breeden may be restricted from transacting in certain securities, including the securities of certain clients, from time to time. On occasion, Smith Breeden, its principals, or employees may purchase or sell for their own accounts securities also invested in by clients or recommended to clients. Smith Breeden's Code of Ethics governs conflicts of interest that may arise with respect to client securities holdings and transactions. Smith Breeden has adopted a Proxy Voting Policy that provides procedures and guidelines for proxy voting.

Stone Harbor

Compensation. SIMC pays Stone Harbor a fee based on the assets under management of the Emerging Markets Debt Fund as set forth in an investment sub-advisory agreement between Stone Harbor and SIMC. Stone Harbor pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the Emerging Markets Debt Fund. The following information relates to the period ended September 30, 2007.

Stone Harbor's portfolio managers are compensated on investment performance versus the J.P. Morgan Emerging Markets Bond Index Global Diversified as measured on a one-, three- and five-year horizon equally weighted. Analysts are compensated on credit performance versus benchmark for the same periods. The overall compensation structure for all Stone Harbor employees is based on three components: base salary, discretionary performance-based bonus, and profit participation based on relative equity share.

Ownership of Fund Shares. As of the end of the Emerging Markets Debt Fund's most recently completed fiscal year, Stone Harbor's portfolio managers did not beneficially own any shares of the Emerging Markets Debt Fund.

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Other Accounts. As of September 30, 2007, Stone Harbor's portfolio managers were responsible for the day-to-day management of certain Other Accounts, as follows:

	Registered Investment Companies				Other Pooled Investment Vehicles*				Other Accounts
Portfolio Manager	Number of Accounts		Total Assets*		Number of Accounts		Total Assets*		Number of Accounts			Total Assets*
Peter J. Wilby, CFA		3	$	401,474,670		9	$	1,930,850,764		28		$	6,864,527,066
	N/A		N/A		N/A		N/A			1	*	$	405,023,998
Pablo Cisilino, James E. Craige, CFA, Thomas Flanagan, CFA		2	$	355,380,606		7	$	1,340,009,455		22		$	4,492,361,932
	N/A		N/A		N/A		N/A			1	*	$	405,023,998

*  Accounts listed above are subject to a performance-based advisory fee.

Conflicts of Interests. There are several potential conflicts of interest that may arise in conducting the business of an investment adviser. Stone Harbor has adopted compliance polices and procedures that are designed to address potential conflicts of interest that may arise for the investment adviser and the individuals that it employs.

Potential conflicts of interest may arise because Stone Harbor's portfolio managers have day-to-day management responsibilities with respect to one or more accounts. Stone Harbor seeks to minimize the effects of competing interests for the time and attention of portfolio managers by assigning portfolio managers to manage accounts that share a similar investment style. Further, Stone Harbor has implemented trade allocation procedures, which are designed to facilitate the fair allocation of limited investment opportunities among multiple funds and accounts. There is no guarantee, however, that the policies and procedures adopted by Stone Harbor will be able to detect and/or prevent every situation in which an actual or potential conflict may appear.

Potential conflicts of interest may also occur when employees purchase securities for their personal accounts and as a result of employees having access to confidential and/or nonpublic information. It is Stone Harbor's policy to put the customer's interest first, protect their confidentiality and act ethically to fulfill its fiduciary obligations. To this end, Stone Harbor has enacted a Code of Ethics that requires, among other things, that Stone Harbor employees follow specified guidelines for trading in their personal accounts and refrain from misusing confidential client information or other nonpublic information. Each Stone Harbor employee involved in the management and/or review of the Emerging Markets Debt Fund is required to acknowledge receipt and certify that they have complied with this Code of Ethics on an annual basis.

DISTRIBUTION, SHAREHOLDER SERVICING AND ADMINISTRATIVE SERVICING

Distribution Agreement. SEI Investments Distribution Co. (the "Distributor") serves as each Fund's distributor. The Distributor is a wholly-owned subsidiary of SEI. The Distributor has its principal business address at One Freedom Valley Drive, Oaks, Pennsylvania 19456.

The Distributor serves as each Fund's distributor pursuant to a distribution agreement (the "Distribution Agreement") with the Trust. The Distribution Agreement shall be reviewed and ratified at least annually: (i) by the Trust's Trustees or by the vote of a majority of the outstanding shares of the Trust; and (ii) by the vote of a majority of the Trustees of the Trust who are not parties to the Distribution Agreement or interested persons (as defined in the 1940 Act) of any party to the Distribution Agreement, cast in person at a meeting called for the purpose of voting on such approval. The Distribution Agreement will terminate in the event of any assignment, as defined in the 1940 Act, and is terminable with respect to a particular Fund on not less than 60 days' notice by the Trust's Trustees, by vote of a majority of the outstanding shares of such Fund or by the Distributor. The Distributor will receive no compensation for the distributi on of Fund shares.

Shareholder and Administrative Servicing Plans. The Trust has also adopted shareholder servicing plans for its Class A and Class I shares (each a "Shareholder Servicing Plan" and collectively the "Shareholder

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Servicing Plans"). Under the Shareholder Servicing 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 Shareholder Servicing 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.

The Trust has adopted an administrative servicing plan (the "Administrative Servicing Plan") for its Class I shares. Under the Administrative Servicing Plan, the Distributor 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 Distributor, reasonably request to the extent that the ser vice provider is permitted to do so under applicable laws or regulations.

Distribution Expenses Incurred by Adviser. The Funds are sold primarily through independent registered investment advisers, financial planners, bank trust departments and other financial advisors ("Financial Advisors") who provide their clients with advice and services in connection with their investments in the SEI Funds. SEI Funds are typically combined into complete investment portfolios and strategies using asset allocation techniques to serve investor needs. In connection with its distribution activities, SIMC and its affiliates may provide Financial Advisors, without charge, asset allocation models and strategies, custody services, risk assessment tools, and other investment information and services to assist the Financial Advisor in providing advice to investors.

SIMC may hold conferences, seminars and other educational and informational activities for Financial Advisors for the purpose of educating Financial Advisors about the Funds and other investment products offered by SIMC or its affiliates. SIMC may pay for lodging, meals and other similar expenses incurred by Financial Advisors in connection with such activities. SIMC also may pay expenses associated with joint marketing activities with Financial Advisors, including, without limitation, seminars, conferences, client appreciation dinners, direct market mailings and other marketing activities designed to further the promotion of the Funds. In certain cases, SIMC may make payments to Financial Advisors or their employer in connection with their solicitation or referral of investment business, subject to any regulatory requirements for disclosure to and consent from the investor. All such marketing expenses and solicitation payments are paid by S IMC or its affiliates out of its past profits or other available resources, and are not charged to the Funds.

Many Financial Advisors may be affiliated with broker-dealers. SIMC and its affiliates may pay compensation to broker-dealers or other financial institutions for services such as, without limitation, providing the Funds with "shelf space" or a higher profile for the firm's associated Financial Advisers and their customers, placing the Funds on the firm's preferred or recommended fund list, granting the Distributor access to the firm's associated Financial Advisers, providing assistance in training and educating the firms' personnel, allowing sponsorship of seminars or informational meetings, and furnishing marketing support and other specified services. These payments may be based on average net assets of SEI Funds attributable to that broker-dealer, gross or net sales of SEI Funds attributable to that broker-dealer, a negotiated lump sum payment, or other appropriate compensation for services rendered.

Payments may also be made by SIMC or its affiliates to financial institutions to compensate or reimburse them for administrative or other client services provided such as sub-transfer agency services for shareholders or retirement plan participants, omnibus accounting or sub-accounting, participation in networking arrangements, account set-up, recordkeeping and other shareholder services. These fees may be used by the financial institutions to offset or reduce fees that would otherwise be paid directly to them by certain account holders, such as retirement

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plans. The foregoing payments may be in addition to any shareholder servicing fees paid to a financial institution in accordance with the Funds' Shareholder Services Plan or Administrative Services Plan.

The payments discussed above may be significant to the financial institutions receiving them, and may create an incentive for the financial institutions or its representatives to recommend or offer shares of the SEI Funds to its customers rather than other funds or investment products. These payments are made by SIMC and its affiliates out of their past profits or other available resources.

Although the Funds may use broker-dealers that sell Fund shares to effect transactions for the Funds' portfolio, the Funds, the advisers will not consider the sale of Fund shares as a factor when choosing broker-dealers to effect those transactions and will not direct brokerage transactions to broker-dealers as compensation for the sales of Fund shares.

TRUSTEES AND OFFICERS OF THE TRUST

Board Responsibilities. The management and affairs of the Trust and each of the Funds are supervised by the Trustees under the laws of the Commonwealth of Massachusetts. Each Trustee is responsible for overseeing each of the Funds and each fund of SEI Index Funds, SEI Daily Income Trust, SEI Institutional Investments Trust, SEI Asset Allocation Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust and SEI Alpha Strategy Portfolios, LP (the "Fund Complex"), which currently consists of 77 funds and includes funds not described in this SAI. The Trustees have approved contracts, as described above, under which certain companies provide essential management services to the Trust.

Members of the Board. Set forth below are the names, dates of birth, position with the Trust, the year in which the Trustee was elected, other directorships held and the principal occupations for the last five years of each of the persons currently serving as Trustees of the Trust. There is no stated term of office for the Trustees of the Trust, however, a Trustee must retire from the Board of Trustees by the end of the calendar year in which the Trustee turns 75 provided that, although there shall be a presumption that each Trustee attaining such age shall retire, the Board may, if it deems doing so to be consistent with the best interest of the Trust, and with the consent of any Trustee that is eligible for retirement, by unanimous vote, extend the term of such Trustee for successive periods of one year. Unless otherwise noted, the business address of each Trus tee is SEI Investments Company, One Freedom Valley Drive, Oaks, Pennsylvania 19456.

Interested Trustees.

ROBERT A. NESHER (DOB 08/17/46)—Chairman of the Board of Trustees* (since 1988)—SEI employee, 1974-present. President and Chief Executive Officer of the Trust, December 2005-present and SEI Alpha Strategy Portfolios, LP, June 2007-present. President and Director of SEI Opportunity Fund, L.P. and SEI Structured Credit Fund, LP. Director of SEI Global Master Fund plc, SEI Global Assets Fund plc, SEI Global Investments Fund, plc, SEI Investments Global, Limited, SEI Investments—Global Fund Services, Limited, SEI Investments (Europe), Ltd., SEI Investments—Unit Trust Management (UK) Limited, SEI Global Nominee Ltd., SEI Multi-Strategy Funds PLC, and SEI Alpha Strategy Portfolios, LP. Trustee of The Advisors' Inner Circle Fund, The Advisors' Inner Circle Fund II, Bishop Street Funds, SEI Asset Allocation Trust, SEI Index Funds, SEI Daily Income Trus t, 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* (since 1982)—1701 Market Street, Philadelphia, PA 19103. Director of SEI Alpha Strategy Portfolios, LP since June 2007. Self-employed Consultant since 2003. Partner, Morgan, Lewis & Bockius LLP (law firm) from 1976 to 2003, counsel to the Trust, SEI, SIMC, the Administrator and the Distributor. Director of SEI since 1974; Secretary of SEI since 1978. Director of the Distributor since 2003. Director of SEI Investments—Global Fund Services, Limited, SEI Investments Global, Limited, SEI Investments (Europe), Limited, SEI Investments (Asia), Limited and SEI Asset Korea Co., Ltd. Trustee of The Advisors' Inner Circle Fund, The Advisors' Inner Circle Fund II, Bishop Street Funds, SEI Asset Allocation Trust, SEI Index Funds, SEI Daily Income Trust, SEI Institutional Investments Trust, SEI Institutional Managed T rust, SEI Liquid Asset Trust and SEI Tax Exempt Trust.

*  Messrs. Nesher and Doran are Trustees who may be deemed to be "interested" persons of the Funds (as that term is defined in the 1940 Act) by virtue of their relationship with the Trust's Distributor and SIMC.

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Independent Trustees.

JAMES M. STOREY (DOB 04/12/31)—Trustee (since 1994)—Attorney, Solo Practitioner since 1994. Partner, Dechert Price & Rhoads (law firm), September 1987-December 1993. Trustee/Director of U.S. Charitable Gift Trust, The Advisors' Inner Circle Fund, The Advisors' Inner Circle Fund II, Bishop Street Funds, SEI Asset Allocation Trust, SEI Index Funds, SEI Daily Income Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust and SEI Alpha Strategy Portfolios, LP.

GEORGE J. SULLIVAN, JR. (DOB 11/13/42)—Trustee (since 1996)—Self-employed Consultant, Newfound Consultants Inc. since April 1997. Trustee/Director of State Street Navigator Securities Lending Trust, The Advisors' Inner Circle Fund, The Advisors' Inner Circle Fund II, Bishop Street Funds, SEI Opportunity Fund, L.P., SEI Structured Credit Fund, LP, SEI Asset Allocation Trust, SEI Index Funds, SEI Daily Income Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust and SEI Alpha Strategy Portfolios, LP.

ROSEMARIE B. GRECO (DOB 03/31/46)—Trustee (since 1999)—Director, Governor's Office of Health Care Reform, Commonwealth of Pennsylvania, since 2003. Founder and Principal, Grecoventures Ltd., from 1999 to 2002. Director, Sunoco, Inc. and Exelon Corporation. Trustee/Director of Pennsylvania Real Estate Investment Trust, SEI Asset Allocation Trust, SEI Index Funds, SEI Daily Income Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust and SEI Alpha Strategy Portfolios, LP.

NINA LESAVOY (DOB 07/24/57)—Trustee (since 2003)—Managing Partner, Cue Capital since March 2002. Managing Partner and Head of Sales, InvestorForce, March 2000-December 2001. Global Partner working for the CEO, Invesco Capital, January 1998-January 2000. Head of Sales and Client Services, Chancellor Capital and later LGT Asset Management, 1986-2000. Trustee/Director of SEI Opportunity Fund, L.P., SEI Structured Credit Fund, LP, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Tax Exempt Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust, SEI Institutional Investments Trust and SEI Alpha Strategy Portfolios, LP.

JAMES M. WILLIAMS (DOB 10/10/47)—Trustee (since 2004)—Vice President and Chief Investment Officer, J. Paul Getty Trust, Non Profit Foundation for Visual Arts, since December 2002. President, Harbor Capital Advisors and Harbor Mutual Funds, 2000-2002. Manager, Pension Asset Management, Ford Motor Company, 1997-1999. Trustee/Director of Ariel Mutual Funds, SEI Opportunity Fund, L.P., SEI Structured Credit Fund, LP, SEI Asset Allocation Trust, SEI Index Funds, SEI Daily Income Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust and SEI Alpha Strategy Portfolios, LP.

MITCHELL A. JOHNSON (DOB 03/01/42)—Trustee (since 2007)—Private Investor since 1994. Director, Federal Agricultural Mortgage Corporation (Farmer Mac). Trustee/Director of The Advisors' Inner Circle Fund, The Advisors' Inner Circle Fund II, Bishop Street Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Liquid Asset Trust, SEI Institutional Managed Trust, SEI Index Funds, SEI Institutional Investments Trust, SEI Tax Exempt Trust and SEI Alpha Strategy Portfolios, LP.

Board Standing Committees. The Board has established the following standing committees:

•  Audit Committee. The Board has a standing Audit Committee that is composed of each of the independent Trustees of the Trust. The Audit Committee operates under a written charter approved by the Board. The principal responsibilities of the Audit Committee include: recommending which firm to engage as the Trust's independent auditor and whether to terminate this relationship; reviewing the independent auditor's compensation, the proposed scope and terms of its engagement, and the firm's independence; pre-approving audit and non-audit services provided by the Trust's independent auditor to the Trust and certain other affiliated entities; serving as a channel of communication between the independent auditor and the Trustees; reviewing the results of each external audit, includin g any qualifications in the independent auditor's opinion, any related management letter, management's responses to recommendations made by the independent auditor in connection with the audit, reports submitted to the Committee by the internal auditing department of the Trust's Administrator that are

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material to the Trust as a whole, if any, and management's responses to any such reports; reviewing the Trust's audited financial statements and considering any significant disputes between the Trust's management and the independent auditor that arose in connection with the preparation of those financial statements; considering, in consultation with the independent auditor and the Trust's senior internal accounting executive, if any, the independent auditor's report on the adequacy of the Trust's internal financial controls; reviewing, in consultation with the Trust's independent auditor, major changes regarding auditing and accounting principles and practices to be followed when preparing the Trust's financial statements; and other audit related matters. In addition, the Audit Committee is responsible for the oversight of the Trust's compliance program. Messrs. Storey, Sullivan and Williams, Ms. Greco and Ms. Lesavoy currently serve as memb ers of the Audit Committee. The Audit Committee meets periodically, as necessary, and met 4 times during the Trust's most recently completed fiscal year.

•  Fair Value Pricing Committee.  The Board has a standing Fair Value Pricing Committee that is composed of at least one Trustee and various representatives of the Trust's service providers, as appointed by the Board. The Fair Value Pricing Committee operates under procedures approved by the Board. The principal responsibility of the Fair Value Pricing Committee is to determine the fair value of securities for which current market quotations are not readily available or deemed not eligible. The Fair Value Pricing Committee's determinations are reviewed by the Board. Messrs. Nesher and Sullivan currently serve as the Board's delegates on the Fair Value Pricing Committee. The Fair Value Pricing Committee meets as necessary, and met XX times during the Trust's most recently co mpleted fiscal year.

•  Governance Committee.  The Board has a standing Governance Committee that is composed of each of the Independent Trustees of the Trust. The Governance Committee operates under a written charter approved by the Board. The principal responsibilities of the Governance Committee include: considering and reviewing Board governance and compensation issues; conducting a self assessment of the Board's operations; selecting and nominating all persons to serve as Independent Trustees and evaluating the qualifications of "interested" Trustee candidates; reviewing shareholder recommendations for nominations to fill vacancies on the Board if such recommendations are submitted in writing and addressed to the Committee at the applicable Trust's offices. Messrs. Storey, Sullivan,Williams and Johnson, Ms. Greco and Ms. Lesavoy currently serve as members of t he Governance Committee. The Committee shall meet at the direction of its Chair as often as appropriate to accomplish its purpose. In any event, the Committee shall meet at least once each year and shall conduct at least one meeting in person. The Governance Committee met 8 times during the Trust's most recently completed fiscal year.

Fund Shares Owned by Board Members. The following table shows the dollar amount range of each Trustee's "beneficial ownership" of shares of each of the Funds as of the end of the most recently completed calendar year. Dollar amount ranges disclosed are established by the SEC. "Beneficial ownership" is determined in accordance with Rule 16a-1(a)(2) of the 1934 Act. The Trustees and officers of the Trust own less than 1% of the outstanding shares of the Trust.

Name	Dollar Range of Fund Shares (Fund)*	Aggregate Dollar Range of Shares (Fund Complex)*
Interested
Mr. Nesher	XX	XX
Mr. Doran	XX	XX
Independent
Mr. Storey	XX	XX
Mr. Sullivan	XX	XX
Ms. Greco	XX	XX
Ms. Lesavoy	XX	XX
Mr. Williams	XX	XX
Mr. Johnson	XX	XX

*   Valuation date is December 31, 2007.

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Board Compensation. The Trust paid the following fees to the Trustees during its most recently completed fiscal year.

Name	Aggregate Compensation			Pension or Retirement Benefits Accrued as Part of Fund Expenses	Estimated Annual Benefits Upon Retirement	Total Compensation From the Trust and Fund Complex
Interested
Mr. Nesher	$	X	X	XX	XX	$	X	X
Mr. Doran	$	X	X	XX	XX	$	X	X
Independent
Mr. Gooch*	$	X	X	XX	XX	$	X	X
Mr. Storey	$	X	X	XX	XX	$	X	X
Mr. Sullivan	$	X	X	XX	XX	$	X	X
Ms. Greco	$	X	X	XX	XX	$	X	X
Ms. Lesavoy	$	X	X	XX	XX	$	X	X
Mr. Williams	$	X	X	XX	XX	$	X	X
Mr. Johnson	$	X	X	XX	XX	$	X	X

*   Mr. Gooch retired as of December 5 2007.

Trust Officers. Set forth below are the names, dates of birth, position with the Trust, length of term of office, and the principal occupations for the last five years of each of the persons currently serving as Executive Officers of the Trust. Unless otherwise noted, the business address of each officer is SEI Investments Company, One Freedom Valley Drive, Oaks, Pennsylvania 19456. None of the officers receive compensation from the Trust for their services.

Certain officers of the Trust also serve as officers to one or more mutual funds to which SEI or its affiliates act as investment adviser, administrator or distributor.

ROBERT A. NESHER—(DOB 08/17/46)—President and Chief Executive Officer (since 2005)—SEI employee, 1974-present. President and Chief Executive Officer, June 2007 to present, of SEI Alpha Strategy Portfolios, LP. Executive Vice President of SEI, 1986-1994. Director and Executive Vice President of SIMC, the Administrator and the Distributor, 1981-1994. President and Director of SEI Opportunity Fund, L.P. and SEI Structured Credit Fund, LP.

TIMOTHY D. BARTO (DOB 03/28/68)—Vice President and Secretary (since 2002)—Vice President and Assistant Secretary of the Trust, 1999-2002. General Counsel and Secretary of SIMC and the Administrator since 2004. Vice President of SIMC and the Administrator since 1999. Vice President and Assistant Secretary of SEI since 2001. Assistant Secretary of SIMC, the Administrator and the Distributor and Vice President of the Distributor, 1999-2003.

STEPHEN F. PANNER (DOB 06/08/70)—Controller and Chief Financial Officer (since 2005)—Fund Accounting Director of the Administrator, 2005 to present. Fund Administration Manager, Old Mutual Fund Services, 2000-2005. Chief Financial Officer, Controller and Treasurer, PBHG Funds and PBHG Insurance Series Fund, 2004-2005. Assistant Treasurer, PBHG Funds and PBHG Insurance Series Fund, 2000-2004. Assistant Treasurer, Old Mutual Fund Advisors Fund, 2004-2005.

JOHN J. MCCUE (DOB 04/20/63)—Vice President (since 2004)—Director of Portfolio Implementations for SIMC, August 1995 to present. Managing Director of Money Market Investments for SIMC, January 2003 to present.

RUSSELL EMERY (DOB 12/18/62)—Chief Compliance Officer (since 2006)—Chief Compliance Officer of SEI Structured Credit Fund, LP and SEI Alpha Strategy Portfolios, LP since June 2007. Chief Compliance Officer of SEI Opportunity Fund, L.P., Bishop Street Funds, SEI Institutional Managed Trust, SEI Asset Allocation Trust, SEI Index Funds, SEI Institutional Investments Trust, SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Liquid Asset Trust, The Advisors' Inner Circle Fund and The Advisors' Inner Circle

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Fund II since March 2006. Director of Investment Product Management and Development of SIMC, February 2003-March 2006. Senior Investment Analyst—Equity Team of SIMC, March 2000-February 2003.

SOFIA A. ROSALA (DOB 02/01/74)—Vice President and Assistant Secretary (since 2004)—Vice President and Assistant Secretary of SIMC and the Administrator since 2005. Compliance Officer of SEI, September 2001-2004.

JAMES NDIAYE (DOB 09/11/68)—Vice President and Assistant Secretary (since 2005)—Vice President and Assistant Secretary of SIMC since 2005. Vice President, Deutsche Asset Management, 2003-2004. Associate, Morgan, Lewis & Bockius LLP, 2000-2003.

MICHAEL T. PANG (DOB 07/08/72)—Vice President and Assistant Secretary (since 2005)—Vice President and Assistant Secretary of SIMC since 2005. Counsel, Caledonian Bank & Trust's Mutual Funds Group, 2004. Counsel, Permal Asset Management, 2001-2004.

NICOLE WELCH (DOB 09/13/77)—Anti-Money Laundering Compliance Officer (since 2005)—Assistant Vice President and Anti-Money Laundering Compliance Coordinator of SEI since 2005. Compliance Analyst, TD Waterhouse, 2004. Senior Compliance Analyst, UBS Financial Services, 2002-2004. Knowledge Management Analyst, PricewaterhouseCoopers Consulting, 2000-2002.

PROXY VOTING POLICIES AND PROCEDURES

The Funds have delegated proxy voting responsibilities to SIMC, subject to the Board's general oversight. In delegating proxy voting responsibilities, each Fund has directed that proxies be voted consistent with a Fund's best economic interests. SIMC has adopted its own proxy voting policies and guidelines for this purpose (the "Procedures"). As required by applicable regulations, SIMC has provided this summary of its Procedures concerning proxies voted by SIMC on behalf of each investment advisory client who delegates voting responsibility to SIMC, which includes the Funds (each a "Client"). The Procedures may be changed as necessary to remain current with regulatory requirements and internal policies and procedures.

SIMC votes proxies in the best economic interests of Clients. SIMC has elected to retain an independent proxy voting service (the "Service") to vote proxies for Client accounts, which votes proxies in accordance with Proxy Voting Guidelines (the "Guidelines") approved by SIMC's Proxy Voting Committee (the "Committee"). The Guidelines set forth the manner in which SIMC will vote on matters that may come up for shareholder vote. The Service will review each matter on a case-by-case basis, and vote the proxies in accordance with the Guidelines. For example, the Guidelines provide that SIMC will vote in favor of proposals to require shareholder ratification of any poison pill, shareholder proposals that request companies to adopt confidential voting, and for management proposals to do so, and shareholder social, workforce, and environmental proposals that create good corporate citizens while enhancing long-term shareholder value, and will vote a gainst director nominees (or the Board) if it believes that a nominee (or the Board) has not served the economic long-term interests of shareholders.

Prior to voting a proxy, the Service makes available to SIMC its recommendation on how to vote in light of the Guidelines. SIMC retains the authority to overrule the Service's recommendation on any specific proxy proposal and to instruct the Service to vote in a manner determined by the Committee. Before doing so, the Committee will determine whether SIMC may have a material conflict of interest regarding the proposal. If the Committee determines that SIMC has such a material conflict, SIMC shall instruct the Service to vote in accordance with the Service's recommendation unless SIMC, after full disclosure to the Client of the nature of the conflict, obtains the Client's consent to voting in the manner determined by the Committee (or otherwise obtains instructions from the Client as to how to vote on the proposal).

For each proxy, SIMC maintains all related records as required by applicable law. A Client may obtain, without charge, a copy of SIMC's Procedures and Guidelines, or information regarding how the Funds voted proxies relating to portfolio securities during the 12-month period ended June 30, 2007, by calling SIMC at 1-800-DIAL-SEI, by writing to SIMC at One Freedom Valley Drive, Oaks, Pennsylvania 19456, or on the SEC's website at http://www.sec.gov.

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PURCHASE AND REDEMPTION OF SHARES

Shares of a Fund may be purchased in exchange for securities included in the Fund subject to the Administrator'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. A shareholder may recognize a gain or a loss for federal income tax purposes in making the exchange.

The Administrator 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 1933 Act, or otherwise; (4) such securities are traded on the American Stock Exchange, the New York Stock Exchange ("NYSE") 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 NYSE 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 of the Funds for any period during which the NYSE, the Administrator, 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 a Business Day 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 SIMC and other financial intermediaries with respect to their investments in such Funds. 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 SIMC 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.

Use of Third-Party Independent Pricing Agents. The Funds' Pricing and Valuation Procedures provide that any change in a primary pricing agent or a pricing methodology requires prior approval by the Board of Trustees. However, when the change would not materially affect valuation of a Fund's net assets or involve a material departure in pricing methodology from that of the Fund's existing pricing agent or pricing methodology, Board approval may be obtained at the next regularly scheduled Board meeting.

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TAXES

The following is only a summary of certain additional federal income tax considerations generally affecting the Funds and their shareholders that are not described in the Prospectuses. No attempt is made to present a detailed explanation of the federal, state, local or foreign tax treatment of the Funds or their shareholders, and the discussion here and in the Prospectuses is not intended to be a substitute for careful tax planning. You are urged to consult with your own tax advisor.

This discussion of federal income tax consequences is based on the Code and the regulations issued thereunder as in effect on the date of this SAI. 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.

For federal income tax purposes, capital loss carryforwards may be carried forward and applied against future capital gains. Post-October losses represent losses realized on investment or foreign currency transactions from November 1, 2006 through September 30, 2007 that, in accordance with federal income tax regulations, the Funds defer and treat as having arisen in the following fiscal year. For more information about the amount of capital loss carryforwards for the fiscal year ended September 30, 2007, please refer to the Annual Report.

Qualification as a RIC

Each Fund intends to qualify and elect to be treated as a "regulated investment company" ("RIC") as defined under Subchapter M of the Code. By following such policy, each Fund expects to eliminate or reduce to a nominal amount the federal taxes to which it may be subject. The Board reserves the right not to maintain the qualification of each Fund as a RIC if it determines such course of action to be beneficial to shareholders.

In order to qualify for treatment as a 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, plus the excess of net short-term capital gain over net long-term capital losses) ("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, securities and currencies, and net income derived from an interest in a qualified publicly traded partnership ("Income Requi rement"); (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, the securities (other than the securities of other RICs) of two or more issuers engaged in the same, similar, or related trades or businesses if a Fund owns at least 20% of the voting power of such issuers, or the securities of one or more qualified publicly traded partnerships.

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 a 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.

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Each Fund receives income generally in the form of dividends and interest on its investment. Each Fund's income, less expenses incurred in the operation of such Fund, constitutes the Fund's net investment income from which dividends may be paid to you. Any distributions of dividends by a Fund will be taxable as ordinary income, whether you take them in cash or additional shares. Except for dividends paid by the International Fixed Income Fund and the Emerging Markets Debt Fund, all or a portion of such dividends may be treated as qualified dividend income (eligible for the reduced maximum rate to individuals of 15% (5% for individuals in lower tax brackets)) to the extent that a Fund receives qualified dividend income. Qualified dividend income includes, in general, subject to certain holding period requirements and other requirements, dividend income from certain foreign corporations. Eligible foreign corporations include those incorporated in possessions of the United States, those incorporated in certain countries with comprehensive tax treaties with the United States and those whose stock is tradable on an established securities market in the United States. It is expected that distributions from the International Fixed Income and Emerging Markets Debt Funds will primarily consist of ordinary income and that distributions from these Funds will not be eligible for the lower tax rates applicable to qualified dividend income. A Fund may derive capital gains and losses in connection with sale or other dispositions of its portfolio securities. Distributions from net short-term capital gains will be taxable to you as ordinary income. Distributions from net long-term gains will be taxable to you at long-term capital gains rates, regardless of how long you have held your shares in a Fund. Long-term capital gains are currently taxed at a maximum rate of 15%. Absent further legislation, the maximum 15% rate on qualified dividend income and long-term c apital gains will cease to apply to taxable years beginning after December 31, 2010.

If a 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 capital to shareholders. A return of capital distribution will generally not be taxable, but will reduce each shareholder's cost basis in a 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 a Fund. These complex tax rules also could affect whether gains and losses recognized by a Fund are treated as ordinary income or capital gains, accelerate the recognition of income to a Fund and/or defer to a Fund's ability to recognize losses. 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 a Fund's shares will be disallowed to the extent that you buy other shares in a Fund (through reinvestment of dividends or otherwise) within 30 days before or after your share redemption. Any loss disallowed under these rules will be a dded 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 and lower tax rates on qualified dividend income for individual shareholders.

A Fund will be required in certain cases to withhold at applicable withholding rates and remit to the United States Treasury the amount withheld on amounts payable to any shareholder who (1) has provided a Fund either an incorrect tax identification number or no number at all, (2) who is subject to backup

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withholding by the Internal Revenue Service for failure to properly report payments of interest or dividends, (3) who has failed to certify to a Fund that such shareholder is not subject to backup withholding, or (4) has not certified that such shareholder is a U.S. person (including a U.S. resident alien).

With respect to investments in STRIPS, TRs, TIGRs, 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 a 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 each 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 a Fund may be subject to U.S. withholding and estate tax and are encouraged to consult their tax advisor prior to investing in a 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. Many states grant tax-free status to ordinary income distributions that a Fund pays to you which are derived from interest on direct obligations of the U.S. Government. Some states have minimum investment requirements for this tax-free status that must be met by a Fund. Investments in Ginnie Mae or Fannie Mae securities, bankers' acceptances, commercial paper, and repurchase requirements collateralized by U.S. Government securities do not generally qualify for state tax-free treatment. The rules or exclusion of this income are different for corporate shareholders. Depending upon state and local law, distributions by a Fund to shareholders and the ownership o f shares may be subject to state 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 r equired 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 a 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 a Fund. Similarly, foreign exchange losses realized by a Fund on the sale of debt securities are generally treated as ordinary losses by a Fund. These gains when distributed will be taxed to you as ordinary dividends, and any losses will reduce a Fund's ordinary income otherwise available for distribution to you. This treatment

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could increase or reduce a Fund's ordinary income distributions to you, and may cause some or all of a 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.

The Trust does not expect to use one particular broker or dealer, and when one or more brokers is believed capable of providing the best combination of price and execution, the Fund's advisers may cause the Trust to select a broker based upon brokerage or research services provided to the advisers. The advisers may pay a higher commission than otherwise obtainable from other brokers in return for such services only if a good faith determination is made that the commission is reasonable in relation to the services provided.

Section 28(e) of the 1934 Act ("Section 28(e)") permits the advisers, under certain circumstances, to cause a Fund to pay a broker or dealer a commission for effecting a transaction in excess of the amount of commission another broker or dealer would have charged for effecting the transaction in recognition of the value of brokerage and research services provided by the broker or dealer. Brokerage and research services include: (1) furnishing advice 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; (2) furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and the performance of accounts; and (3) effecting securities transactions and performing functions incidental thereto (such as clearance, settlement, and custody). In the case of research services, the advisers believe that access to independent investment research is beneficial to their investment decision-making processes and, therefore, to the Fund. In addition to agency transactions, the advisers may receive brokerage and research services in connection with certain riskless transactions, in accordance with applicable SEC guidelines.

To the extent research services may be a factor in selecting brokers, such services may be in written form or through direct contact with individuals and may include information as to particular companies and securities as well as market, economic, or institutional areas and information which assists in the valuation and pricing of investments. Examples of research-oriented services for which the advisers might utilize Fund commissions include research reports and other information on the economy, industries, sectors, groups of securities, individual companies, statistical information, political developments, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance and other analysis. The advisers may use research services furnished by brokers in servicing all client accounts and not all services may necessarily be used in connection with the account that paid commissions to the broker providing such services. Information so received by the advisers will be in addition to and not in lieu of the services required to be performed by the Funds' advisers under the Investment Advisory Agreements. Any advisory or other fees paid to the advisers are not reduced as a result of the receipt of research services.

In some cases an adviser may receive a service from a broker that has both a "research" and a "non-research" use. When this occurs, the adviser makes a good faith allocation, under all the circumstances, between the research and non-research uses of the service. The percentage of the service that is used for research purposes may be paid for with client commissions, while the adviser will use its own funds to pay for the percentage of the service that is used for non-research purposes. In making this good faith allocation, the adviser faces a potential conflict of interest, but the adviser believes that its allocation procedures are reasonably designed to ensure that it appropriately allocates the anticipated use of such services to their research and non-research uses.

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From time to time, a Fund may purchase new issues of securities for clients in a fixed price offering. In these situations, the seller may be a member of the selling group that will, in addition to selling securities, provide the advisers with research services. The NASD has adopted rules expressly permitting these types of arrangements under certain circumstances. Generally, the seller will provide research "credits" in these situations at a rate that is higher than that which is available for typical secondary market transactions. These arrangements may not fall within the safe harbor of Section 28(e).

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 execute a substantial portion of a Fund's portfolio transactions through a commission recapture program that SIMC has arranged with the Distributor (the "Program"). SIMC then requests, but does not require, that certain sub-advisers execute a portion of a Fund's portfolio transactions through the Program. Under the Program, the Distributor receives a commission, in its capacity as an introducing broker, on Fund portfolio transactions. The Distributor then returns to a Fund a portion of the commissions earned on the portfolio transactions, and such payments are used by the Fund to pay fund operating expenses. Sub-advisers are authorized to execute trades pursuant to the Program; provided that, the sub-adviser determines that such trading is consistent with its duty to seek best exec ution on Fund portfolio transactions. As disclosed in the Trust's prospectuses, SIMC in many cases voluntarily waives fees that it is entitled to receive for providing services to a Fund and/or reimburses expenses of a Fund in order to maintain the Fund's total operating expenses at or below a specified level. In such cases, the portion of commissions returned to a Fund under the Program will generally be used to pay Fund expenses that may otherwise have been voluntarily waived or reimbursed by SIMC or its affiliates, thereby increasing the portion of the Fund fees that SIMC and its affiliates are able to receive and retain. In cases where SIMC and its affiliates are not voluntarily waiving Fund fees or reimbursing expenses, then the portion of commissions returned to a Fund under the Program will directly decrease the overall amount of operating expenses of the Fund borne by shareholders.

SIMC also from time to time executes trades with the Distributor, again acting as introducing broker, in connection with the transition of the securities and other assets included in a Fund's portfolio when there is a change in sub-advisers in the Fund or a reallocation of assets among the Fund's sub-advisers. An unaffiliated third-party broker selected by SIMC or the relevant sub-adviser provides execution and clearing services with respect to such trades, and is compensated for such services out of the commission paid to the Distributor on the trades. All such transactions effected using the Distributor as introducing broker 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 Fund transactions through affiliated brokers. The Funds do not direct brokerage to brokers in recognition of, or as compensation for, the promot ion or sale of Fund shares.

For the fiscal years ended September 30, 2005, 2006 and 2007, the Funds paid the following brokerage fees:

	Total $ Amount of Brokerage Commission Paid (000)						Total $ Amount of Brokerage Commissions Paid to Affiliates (000)						% of Total Brokerage Commissions Paid to Affiliates									% Total Brokered Transactions Effected Through Affiliates
Fund	2005		2006		2007		2005		2006		2007		2005			2006			2007			2005			2006			2007
International Equity Fund	$	4,105	$	4,297	$	5,193	$	0	$	175	$	111		0	%		4	%		2	%		2	%		4	%		2	%
Emerging Markets Equity Fund	$	3,903	$	4,697	$	4,494	$	0	$	96	$	1		0	%		2	%		0	%		3	%		2	%		0	%
International Fixed Income Fund	$	0	$	0	$	0	$	0	$	0	$	0		0	%		0	%		0	%		0	%		0	%		0	%
Emerging Markets Debt Fund	$	0	$	0	$	0	$	0	$	0	$	0		0	%		0	%		0	%		0	%		0	%		0	%
Tax-Managed International Equity  Fund		*		*		*		*		*		*		*			*			*			*			*			*

*  Not in operation during such period.

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The portfolio turnover rates for the International Equity, Emerging Markets Equity and Emerging Markets Debt Funds for the fiscal years ended September 30, 2006 and 2007, were as follows:

	Turnover Rate
Fund	2006			2007
International Equity Fund		118	%		172	%
Emerging Markets Equity Fund		65	%		79	%
Emerging Markets Debt Fund		108	%		81	%
International Fixed Income Fund		194	%		215	%

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, 2007, the Trust held securities from the following issuers:

Fund	Type of Security	Name of Issuer	Amount (000)
International Equity Fund	Debt	Merrill Lynch		7,405
	Debt	Goldman, Sachs & Co.		143
	Debt	Lehman Brothers Inc.		13,102
	Debt	Morgan Stanley & Co., Inc.		4,692
	Debt	Citigroup		1,833
	Debt	J.P. Morgan Chase Bank		693
	Equity	Barclays Capital Inc.		18,759
	Equity	Credit Suisse First Boston		22,376
	Equity	HSBC Securities Inc.		25,975
Emerging Markets Debt Fund	Debt	HSBC Securities Inc.		2,483
	Debt	Citigroup		2,441
	Debt	Barclays Capital Inc.		899
International Fixed Income Fund	Debt	Citigroup		7,841
	Debt	Barclays Capital Inc.		532
	Debt	J.P. Morgan Chase Bank		6,005
	Debt	Lehman Brothers Inc.		6,195
	Debt	Deutsche Bank		2,097
	Debt	Bear Stearns & Co. Inc.		2,114
	Debt	Morgan Stanley & Co., Inc.		5,387
	Debt	Credit Suisse First Boston		4,537
	Debt	HSBC Securities Inc.		1,368
	Debt	Merrill Lynch		742

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DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION

The Funds' portfolio holdings can be obtained on the Internet at the following address: http://www.seic.com/fund_holdings_home.asp (the "Portfolio Holdings Website"). The Funds' Board has approved a policy that provides that portfolio holdings may not be made available to any third party until after such information has been posted on the Portfolio Holdings Website, with limited exceptions noted below. This policy effectively addresses conflicts of interest and controls the use of portfolio holdings information by making such information available to all investors on an equal basis.

Ten calendar days after each month end (the "Disclosure Date"), a list of the top ten portfolio holdings in each Fund as of the end of such month shall be made available on the Portfolio Holdings Website. Subsequently, a list of all portfolio holdings in each Fund as of the end of each month shall be made available on the Portfolio Holdings Website on the first day of the month following the Disclosure Date. Beginning on the day after any portfolio holdings information is posted on the Portfolio Holdings Website, such information will be delivered directly to any person that requests it, through electronic or other means. The portfolio holdings information placed on the Portfolio Holdings Website shall remain there until the first business day of the fifth month after the date to which the data relates, at which time it will be permanently removed from the site.

Portfolio holdings information may be provided to independent third-party reporting services (e.g., Lipper or Morningstar), but will be delivered no earlier than the date such information is posted on the Portfolio Holdings Website, unless the reporting service executes a confidentiality agreement with the Trust that is satisfactory to the Trust's officers and that provides that the reporting service will not trade on the information. The Funds currently have no arrangements to provide portfolio holdings information to any third-party reporting services prior to the availability of such holdings on the Portfolio Holdings Website.

Portfolio holdings information may also be provided at any time (and as frequently as daily) to the Funds' Trustees, SIMC, the Sub-Advisers, the Distributor, the Administrator, the custodian, the independent proxy voting service retained by SIMC, the Funds' third-party independent pricing agents and the Fund's independent registered public accounting firm, as well as to state and federal regulators and government agencies, and as otherwise requested by law or judicial process. Service providers will be subject to a duty of confidentiality with respect to any portfolio holdings information, whether imposed by the provisions of the service provider's contract with the Trust or by the nature of its relationship with the Trust. Portfolio holdings of a Fund may also be provided to a prospective service provider for that Fund, so long as the prospective service provider executes a confidentiality agreement with the Fund in such form as deemed acce ptable by an officer of the Fund. The Board exercises on-going oversight of the disclosure of Fund portfolio holdings by overseeing the implementation and enforcement of the Funds' policies and procedures by the Chief Compliance Officer and by considering reports and recommendations by the Chief Compliance Officer concerning any material compliance matters.

Neither the Funds, SIMC, nor any other service provider to the Funds may receive compensation or other consideration for providing portfolio holdings information.

The Funds file a complete schedule of their portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds' N-Q is available on the SEC's website at http://www.sec.gov and may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operations of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

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.

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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 willful misfeasance, bad faith, gross negligence or reckless disregard of his duties.

CODES 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, SIMC, the Sub-Advisers and the 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 reasonably 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 or are prohibited from making such investments. Copies of these Codes of Ethics are on file with SEC, and are available to the pu blic.

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 SAI 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.

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CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of January 11, 2007, 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. Persons who owned of record or beneficially more than 25% of a Fund's outstanding shares may be deemed to control the Fund within the meaning of the 1940 Act. Shareholders controlling the Fund could have the ability to vote a majority of the shares of the Fund on any matter requiring the approval of shareholders of the Fund. 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. As of January 31, 2008, the Tax-Managed International Equity Fund had not commenced operations.

Name and Address	Number of Shares		Percent of Funds
International Equity Fund: Class A
SEI Private Trust Company One Freedom Valley Drive Oaks, PA 19456		218,133,130.560		78.83	%
Name and Address	Number of Shares		Percent of Funds
International Equity Fund: Class I
Patterson & Co. Cust. SPTC FBO Marshall Dennehey Warner Coleman & Goggin 1525 West WT Harris Blvd. Charlotte, NC 28288-0001		132,116.725		11.63	%
Patterson & Co. Custodian SPTC FBO Qantas Airways Limited Capital Accumulation Plan 1525 W. WT Harris Blvd. #1151 Charlotte, NC 28288-0001		73,758.477		6.49	%
Patterson & Co. Custodian SPTC FBO J & J Distributing Co. 401K Plan 1525 W. WT Harris Blvd. #1151 Charlotte, NC 28288-0001		67,694.837		5.96	%
Patterson & Co. Cust. SPTC FBO Elkem Metals Inc. Ret. Svgs. 1525 W. WT Harris Blvd. #NC1151 Charlotte, NC 28288-0001		65,792.036		5.79	%

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Name and Address	Number of Shares		Percent of Funds
International Fixed Income Fund: Class A
SEI Private Trust Company One Freedom Valley Drive Oaks, PA 19456		67,030,791.011		90.43	%
Emerging Markets Equity Fund: Class A
SEI Private Trust Company One Freedom Valley Drive Oaks, PA 19456		76,299,797.095		83.73	%
Emerging Markets Debt Fund: Class A
SEI Private Trust Company One Freedom Valley Drive Oaks, PA 19456		69,616,598.781		71.33	%
SEI Asset Allocation Market Growth Strategy Fund One Freedom Valley Drive Oaks, PA 19456		5,313,414.744		5.44	%

EXPERTS

The financial statements incorporated by reference into this SAI and the Financial Highlights for the year ended September 30, 2006 and 2007 included in the Prospectuses have been audited by KPMG LLP, an independent registered public accounting firm, as indicated in their report, with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said report. The Financial Highlights for the years ended September 30, 2003, 2004 and 2005 included in the Prospectuses have been audited by the Trust's previous auditors. KPMG LLP is located at 1601 Market Street, Philadelphia, Pennsylvania 19103.

CUSTODIAN

Brown Brothers Harriman & Co., 40 Water Street, Boston, Massachusetts 02109-3661, serves as custodian for the assets of the Funds (the "Custodian"). The Custodian holds cash, securities and other assets of the Trust as required by the 1940 Act. U.S. Bank National Association, U.S. Bank, 425 Walnut Street, Cincinnati, Ohio 45202, acts as wire agent of the Trust's assets.

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP, located at 1701 Market Street, Philadelphia, Pennsylvania 19103, serves as counsel to the Trust.

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APPENDIX A—DESCRIPTION OF RATINGS

DESCRIPTION OF CORPORATE BOND RATINGS

MOODY'S RATING DEFINITIONS

LONG-TERM RATINGS

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 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.

Moody's bond ratings, where specified, are applied to senior bank obligations and insurance company senior policyholder and claims obligations with an original maturity in excess of one year. Obligations relying upon support mechanisms such as letters-of-credit and bonds of indemnity are excluded unless explicitly rated.

Obligations of a branch of a bank are considered to be domiciled in the country in which the branch is located. Unless noted as an exception, Moody's rating on a bank's ability to repay senior obligations extends only to branches located in countries which carry a Moody's sovereign rating. Such branch obligations are rated at the lower of the bank's rating or Moody's sovereign rating for the bank deposits for the country in which the branch is located.

A-1

When the currency in which an obligation is denominated is not the same as the currency of the country in which the obligation is domiciled, Moody's ratings do not incorporate an opinion as to whether payment of the obligation will be affected by the actions of the government controlling the currency of denomination. In addition, risk associated with bilateral conflicts between an investor's home country and either the issuer's home country or the country where an issuer branch is located are not incorporated into Moody's ratings.

Moody's makes no representation that rated bank obligations or insurance company obligations are exempt from registration under the 1933 Act or issued in conformity with any other applicable law or regulation. Nor does Moody's represent that any specific bank or insurance company obligation is legally enforceable or is a valid senior obligation of a rated issuer.

Moody's ratings are opinions, not recommendations to buy or sell, and their accuracy is not guaranteed. A rating should be weighed solely as one factor in an investment decision and you should make your own study and evaluation of any issuer whose securities or debt obligations you consider buying or selling.

Note: Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating classification from Aa through B in its corporate bond rating system. The modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category.

STANDARD & POOR'S RATING DEFINITIONS

A Standard & Poor's corporate or municipal debt rating is a current assessment of the 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.

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 creditors' rights.

Likelihood of default is indicated by an issuer's senior debt rating. If senior debt is not rated, as 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 RATINGS

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.

A-2

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 exposures 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.

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 payments are continued.

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.

pr  The letters "pr" indicate 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 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

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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 rating. 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.

Investment and Speculative Grades

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 rated "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.

Ratings continue as a factor in many regulations, both in the U.S. and abroad, notably in Japan. For example, the SEC requires investment-grade status in order to register debt on Form-3, which, in turn, is how one offers debt via a Rule 415 shelf registration. The Federal Reserve Board allows members of the Federal Reserve System to invest in securities rated in the four highest categories, just as the Federal Home Loan Bank System permits federally chartered savings and loan associations to invest in corporate debt with those ratings, and the Department of Labor allows pension funds to invest in commercial paper rated in one of the three highest categories. In similar fashion, California regulates investments of municipalities and county treasurers, Illinois limits collateral acceptable for public deposits, and Vermont restricts investments of insurers and banks. The New York and Philadelphia Stock Exchanges fix margin requirements for mor tgage securities depending on their rating, and the securities haircut for commercial paper, debt securities, and preferred stock that determines net capital requirements is also a function of the ratings assigned.

FITCH'S RATINGS DEFINITIONS

LONG-TERM RATINGS

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-4

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, CC, C  High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments. A "CC" rating indicates that default of some kind appears probable. "C" ratings signal imminent default.

DDD, DD, D  Default. The ratings of obligations in this category are based on their prospects for achieving partial or full 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%.

  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.

A-5

SHORT-TERM DEBT RATINGS (may be assigned, for example, to commercial paper, master demand notes, bank instruments, and letters of credit).

MOODY'S DESCRIPTION OF ITS THREE HIGHEST SHORT-TERM DEBT RATINGS

PRIME-1 Issuers rated Prime-1 (or supporting institutions) have a superior capacity for repayment of senior short-term promissory obligations. Prime-1 repayment capacity will normally be evidenced by many of the following characteristics:

•  Leading market positions in well-established industries.

•  High rates of return on funds employed.

•  Conservative capitalization structures with moderate reliance on debt and ample asset protection.

•  Broad margins in earnings coverage of fixed financial charges and high internal cash generation.

•  Well-established access to a range of financial markets and assured sources of alternate liquidity.

PRIME-2 Issuers rated Prime-2 (or supporting institutions) have a strong capacity for repayment of senior short-term debt obligations. This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, may be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.

PRIME-3 Issuers rated Prime-3 (or supporting institutions) have an acceptable ability for repayment of senior short-term obligations. The effect of industry characteristics and market compositions may be more pronounced. Variability in earnings and profitability may result in changes in the level of debt protection measurements and may require relatively high financial leverage. Adequate alternate liquidity is maintained.

S&P'S DESCRIPTION OF ITS THREE HIGHEST SHORT-TERM DEBT RATINGS

A-1  This designation indicates that the degree of safety regarding timely payment is strong. Those issues determined to have extremely strong safety characteristics are denoted with a plus sign (+).

A-2  Capacity for timely payment on issues with this designation is satisfactory. However, the relative degree of safety is not as high as for issues designated "A-1."

A-3  Issues carrying this designation have adequate capacity for timely payment. They are, however, more vulnerable to the adverse effects of changes in circumstances than obligations carrying the higher designations.

FITCH'S DESCRIPTION OF ITS THREE HIGHEST SHORT-TERM DEBT RATINGS

F1  Highest credit quality. Indicates the best capacity for timely payment of financial commitments; may have an added "+" to denote any exceptionally strong credit feature.

F2  Good credit quality. A satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of the higher ratings.

F3  Fair credit quality. The capacity for timely payment of financial commitments is adequate; however, near term adverse changes could result in a reduction to non-investment grade.

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PART C. OTHER INFORMATION

Item 23.  Exhibits:

(a)(1)  Agreement and Declaration of Trust dated June 28, 1988 as originally filed with Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601) filed with the Securities and Exchange Commission ("SEC") on June 30, 1988, is herein incorporated by reference to Exhibit 1 of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997.

(a)(2)  Amendment to Agreement and Declaration of Trust, dated August 9, 1989, is herein incorporated by reference to Exhibit (a)(2) of Post-Effective Amendment No. 37 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 29, 2004.

(a)(3)  Amendment to Agreement and Declaration of Trust, dated April 29, 1998, is herein incorporated by reference to Exhibit (a)(3) of Post-Effective Amendment No. 37 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 29, 2004.

(b)(1)  Amended By-Laws dated June 17, 2004 are herein incorporated by reference to Exhibit (b)(1) of Post-Effective Amendment No. 38 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on November 29, 2004.

(c)  Not Applicable

(d)(1)  Investment Advisory Agreement between Registrant and SEI Investments Management Corporation ("SIMC") dated December 16, 1994 (restated as of December 17, 2002) is herein incorporated by reference to Exhibit (d)(1) of Post-Effective Amendment No. 36 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 28, 2003.

(d)(2)  Schedule to Investment Advisory Agreement between Registrant and SIMC dated December 16, 2002 with respect to the International Fixed Income Fund is herein incorporated by reference to Exhibit (d)(2) of Post-Effective Amendment No. 36 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 28, 2003.

(d)(3)  Amended Schedule dated June 20, 2000 to the Investment Advisory Agreement dated December 16, 1994 between the Registrant and SIMC with respect to the Emerging Markets Equity, International Equity, Emerging Markets Debt and Tax-Managed International Equity Funds is filed herewith.

(d)(4)  Investment Sub-Advisory Agreement between SIMC and Capital Guardian Trust Company dated June 29, 1998 with respect to the International Equity Fund is herein incorporated by reference to Exhibit (d)(24) of Post-Effective Amendment No. 26 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on November 25, 1998.

(d)(5)  Investment Sub-Advisory Agreement between SIMC and AllianceBernstein L.P. (f/k/a Alliance Capital Management L.P.) dated June 26, 2002 with respect to the Emerging Markets Equity Fund is herein incorporated by reference to Exhibit(d)(9) of Post-Effective Amendment No. 35 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on November 27, 2002.

(d)(6)  Investment Sub-Advisory Agreement between SIMC and The Boston Company Asset Management, LLC dated September 18, 2000 is herein incorporated by reference to Exhibit (d)(6) of Post-Effective Amendment No. 38 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on November 29, 2004.

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(d)(7)  Investment Sub-Advisory Agreement between SIMC and Ashmore Investment Management Limited dated March 17, 2003 with respect to the Emerging Markets Debt Fund is herein incorporated by reference to Exhibit (d)(9) of Post-Effective Amendment No. 37 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 29, 2004.

(d)(8)  Amended Schedules A and B to the Investment Sub-Advisory Agreement between SIMC and Ashmore Investment Management Limited with respect to the Emerging Markets Debt Fund dated April 20, 2007 is filed herewith.

(d)(9)  Amended Schedules A and B to the Investment Sub-Advisory Agreement between SIMC and AllianceBernstein (f/k/a Alliance Capital Management L.P.) dated January 11, 2006 with respect to the International Equity and International Fixed Income Funds are herein incorporated by reference to Exhibit (d)(12) of Post-Effective Amendment No. 41 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 27, 2006.

(d)(10)  Investment Sub-Advisory Agreement between SIMC and AllianceBernstein L.P. (f/k/a Alliance Capital Management L.P.) dated July 1, 2003 with respect to the International Equity Fund is herein incorporated by reference to Exhibit (d)(10) of Post-Effective Amendment No. 37 to Registrant's Registration Statement on FormN-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 29,2004.

(d)(11)  Investment Sub-Advisory Agreement between SIMC and Emerging Markets Management, L.L.C. dated March 11, 2003 with respect to the Emerging Markets Equity Fund is herein incorporated by reference to Exhibit (d)(12) of Post-Effective Amendment No. 37 to Registrant's Registration Statement on Form N-1A (FileNos. 033-22821 and 811-05601), filed with the SEC on January 29, 2004.

(d)(12)  Investment Sub-Advisory Agreement between SIMC and McKinley Capital Management, Inc. dated July 1, 2003 with respect to the International Equity Fund is herein incorporated by reference to Exhibit (d)(13) of Post-Effective Amendment No. 37 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 29, 2004.

(d)(13)  Investment Sub-Advisory Agreement between SIMC and Rexiter Capital Management Limited dated July 15, 2004 with respect to the Emerging Markets Equity Fund is herein incorporated by reference to Exhibit (d)(15) of Post-Effective Amendment No. 38 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on November 29, 2004.

(d)(14)  Revised Schedule A to the Investment Sub-Advisory Agreement between SIMC and AllianceBernstein L.P. (f/k/a Alliance Capital Management L.P.) dated March 10, 2003 with respect to the Emerging Markets Equity Fund is herein incorporated by reference to Exhibit (d)(18) to Post-Effective Amendment No. 39 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 28, 2005.

(d)(15)  Amendment to Investment Sub-Advisory Agreement between SIMC and AllianceBernstein L.P. (f/k/a Alliance Capital Management L.P.) dated July 1, 2003 with respect to the Emerging Markets Equity Fund is herein incorporated by reference to Exhibit (d)(15) of Post-Effective Amendment No. 37 to Registrant's Registration Statement on Form N-1A (FileNos. 033-22821 and 811-05601), filed with the SEC on January 29, 2004.

(d)(16)  Amendment to Investment Sub-Advisory Agreement between SIMC and Ashmore Investment Management Limited dated July 1, 2003 with respect to the Emerging Markets Debt Fund is herein incorporated by reference to Exhibit (d)(16) of Post-Effective Amendment No. 37 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 29, 2004.

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(d)(17)  Amendment to Investment Sub-Advisory Agreement between SIMC and The Boston Company Asset Management, LLC dated July 1, 2003 with respect to the Emerging Markets Equity Fund is herein incorporated by reference to Exhibit (d)(17) of Post-Effective Amendment No. 37 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 29, 2004.

(d)(18)  Amendment to Investment Sub-Advisory Agreement between SIMC and Capital Guardian Trust Company dated July 1, 2003 with respect to the International Equity Fund is herein incorporated by reference to Exhibit (d)(18) of Post-Effective Amendment No. 37 to Registrant's Registration Statement on Form N-1A (FileNos. 033-22821 and 811-05601), filed with the SEC on January 29, 2004.

(d)(19)  Amendment to Investment Sub-Advisory Agreement between SIMC and Emerging Markets Management, L.L.C. dated July 1, 2003 with respect to the Emerging Markets Equity Fund is herein incorporated by reference to Exhibit (d)(19) of Post-Effective Amendment No. 37 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 29, 2004.

(d)(20)  Investment Sub-Advisory Agreement between SIMC and Quantitative Management Associates LLC dated June 30, 2005 with respect to the International Equity Fund is herein incorporated by reference to Exhibit (d)(28) of Post-Effective Amendment No. 40 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on December 1, 2005.

(d)(21)  Investment Sub-Advisory Agreement between SIMC and Fuller & Thaler Asset Management, Inc. dated July 15, 2005 with respect to the International Equity Fund is herein incorporated by reference to Exhibit (d)(29) of Post-Effective Amendment No. 40 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on December 1, 2005.

(d)(22)  Investment Sub-Advisory Agreement between SIMC and Smith Breeden Asset Management Inc. dated December 8, 2005 with respect to the International Equity Fund is herein incorporated by reference to Exhibit (d)(31) of Post-Effective Amendment No. 41 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 27, 2006.

(d)(23)  Investment Sub-Advisory Agreement between SIMC and AXA Rosenberg Investment Management LLC dated October 9, 2006 with respect to the Emerging Markets Equity and International Equity Funds is herein incorporated by reference to Exhibit(d)(22) of Post-Effective Amendment No. 42 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on November 28, 2006.

(d)(24)  Investment Sub-Advisory Agreement between SIMC and BlackRock Financial Management, Inc. dated October 18, 2006 with respect to the International Fixed Income Fund is herein incorporated by reference to Exhibit (d)(23) of Post-Effective Amendment No. 42 to Registrant's Registration Statement on Form N-1A (File Nos.033-22821 and 811-05601), filed with the SEC on November 28, 2006.

(d)(25)  Investment Sub-Advisory Agreement between SIMC and ING Investment Management Advisors, B.V. dated October 10, 2007 with respect to the Emerging Markets Debt Fund is filed herewith.

(d)(26)  Investment Sub-Advisory Agreement between SIMC and Record Currency Management Limited dated July 21, 2006 with respect to the International Fixed Income and International Equity Funds is herein incorporated by reference to Exhibit (d)(25) of Post-Effective Amendment No. 42 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on November 28, 2006.

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(d)(27)  Investment Sub-Advisory Agreement between SIMC and Stone Harbor Investment Partners LP dated April 1, 2006 with respect to the Emerging Markets Debt Fund is herein incorporated by reference to Exhibit (d)(26) of Post-Effective Amendment No. 42 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on November 28, 2006.

(d)(28)  Investment Sub-Advisory Agreement between SIMC and PanAgora Asset Management, Inc. dated July 20, 2007 with respect to the Emerging Markets Equity Fund is filed herewith.

(d)(29)  Investment Sub-Advisory Agreement between SIMC and PanAgora Asset Management, Inc. dated August 3, 2007 with respect to the Emerging Markets Equity Fund is filed herewith.

(d)(30)  Investment Sub-Advisory Agreement between SIMC and Fidelity International Investment Advisors dated March 21, 2007 with respect to the International Fixed Income Fund is filed herewith.

(d)(31)  Amended Schedules A and B to the Investment Sub-Advisory Agreement between SIMC and AllianceBernstein L.P. (f/k/a Alliance Capital Management L.P.) dated March 17, 2006 with respect to the International Equity Fund and the International Fixed Income Fund is filed herewith.

(e)  Amended and Restated Distribution Agreement between Registrant and SEI Investments Distribution Co. dated September 16, 2002 is herein incorporated by reference to Exhibit (e) of Post-Effective Amendment No. 35 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on November 27, 2002.

(f)  Not Applicable

(g)(1)  Custodian Agreement between Registrant and Brown Brothers Harriman & Co. dated March 1, 2004 is herein incorporated by reference to Exhibit (g)(1) of Post-Effective Amendment No. 38 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on November 29, 2004.

(g)(2)  Custodian Agreement between the Trust and U.S. Bank N.A. dated August 16, 2006 is herein incorporated by reference to Exhibit (g)(2) of Post-Effective Amendment No. 42 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on November 28, 2006.

(h)(1)  Amended and Restated Administration and Transfer Agency Agreement between Registrant and SEI Investments Fund Management dated December 10, 2003 is herein incorporated by reference to Exhibit (h)(1) of Post-Effective Amendment No. 38 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on November 29, 2004.

(h)(2)  Shareholder Service Plan and Agreement with respect to the Class A shares is herein incorporated by reference to Exhibit 15(e) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on April 8, 1997.

(h)(3)  Shareholder Service Plan and Agreement with respect to Class I shares is herein incorporated by reference to Exhibit (h)(5) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on June 30, 2000.

(h)(4)  Administrative Services Plan and Agreement with respect to Class I shares is herein incorporated by reference to Exhibit (h)(6) of Post-Effective Amendment No. 34 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 28, 2002.

(i)  Opinion and Consent of Counsel is filed herewith.

(j)  Opinion and Consent of Independent Registered Public Accounting Firm is filed herewith.

(k)  Not Applicable.

(l)  Not Applicable.

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(m)  Not Applicable.

(n)  Amended and Restated Rule 18f-3 Multiple Class Plan relating to Class A, I and Y shares dated June 26, 2002 is herein incorporated by reference to Exhibit (n) of Post-Effective Amendment No. 35 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on November 27, 2002.

(o)  Not Applicable.

(p)(1)  The Code of Ethics for SEI Investments Management Corporation is filed herewith.

(p)(2)  The Code of Ethics for SEI Investments Distribution Co. is herein incorporated by reference to Exhibit (p)(2) of Post-Effective Amendment No. 40 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on December 1, 2005.

(p)(3)  The Code of Ethics for SEI Investments Global Funds Services is filed herewith.

(p)(4)  The Code of Ethics for SEI Institutional International Trust is herein incorporated by reference to Exhibit (p)(3) of Post-Effective Amendment No. 41 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 27, 2006.

(p)(5)  The Code of Ethics for Capital Guardian Trust Company is filed herewith.

(p)(6)  The Code of Ethics for The Boston Company Asset Management, LLC is filed herewith.

(p)(7)  The Code of Ethics for AllianceBernstein L.P. (f/k/a Alliance Capital Management L.P.) is filed herewith.

(p)(8)  The Code of Ethics for Ashmore Investment Management Limited is herein incorporated by reference to Exhibit (p)(10) of Post-Effective Amendment No. 40 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on December 1, 2005.

(p)(9)  The Code of Ethics for Emerging Markets Management, L.L.C. is herein incorporated by reference to Exhibit (p)(12) of Post-Effective Amendment No. 40 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on December 1, 2005.

(p)(10)  The Code of Ethics for McKinley Capital Management, Inc. is herein incorporated by reference to Exhibit (p)(14) of Post-Effective Amendment No. 40 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on December 1, 2005.

(p)(11)  The Code of Ethics for Rexiter Capital Management Limited is herein incorporated by reference to Exhibit (p)(10) of Post-Effective Amendment No. 42 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on November 28, 2006.

(p)(12)  The Code of Ethics for Fuller & Thaler Asset Management, Inc. is filed herewith.

(p)(13)  The Code of Ethics for Quantitative Management Associates LLC is herein incorporated by reference to Exhibit (p)(18) of Post-Effective Amendment No. 40 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on December 1, 2005.

(p)(14)   The Code of Ethics for Smith Breeden Associates, Inc. is herein incorporated by reference to Exhibit (p)(13) of Post-Effective Amendment No. 43 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 29, 2007.

(p)(15)  The Code of Ethics for PanAgora Asset Management, Inc. is filed herewith.

(p)(16)  The Code of Ethics for AXA Rosenberg Investment Management LLC is filed herewith.

(p)(17)  The Code of Ethics for BlackRock Financial Management, Inc. is filed herewith.

(p)(18)  The Code of Ethics for Fidelity International Investment Advisors is filed herewith.

(p)(19)  The Code of Ethics for ING Investment Management Advisors, B.V. is filed herewith.

(p)(20)  The Code of Ethics for Record Currency Management Limited is filed herewith.

C-5

(p)(21)  The Code of Ethics for Stone Harbor Investment Partners LP is filed herewith.

(q)(1)  Powers of Attorney for Robert A. Nesher, William M. Doran, F. Wendell Gooch, Rosemarie B. Greco, George J. Sullivan, Jr., James M. Storey, Nina Lesavoy, Stephen F. Panner and James M. Williams are herein incorporated by reference to Exhibit (q) of Post-Effective Amendment No. 41 to Registrant's Registration Statement on Form N-1A (File No. 033-22821 and 811-05601), filed with the SEC on January 27, 2006.

(q)(2)  Power of Attorney for Mitchell A. Johnson is filed herewith.

Item 24.  Persons Controlled by or Under Common Control with Registrant:

See the Prospectuses and Statement of Additional Information regarding the Trust's control relationships. SIMC 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.

Item 25.  Indemnification:

Article VIII of the Agreement and Declaration of Trust filed as Exhibit (a)(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, director s, 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:

The following tables describe other business, profession, vocation, or employment of a substantial nature in which each director, officer, or partner of the adviser and sub-advisers is or has been, at any time during the last two fiscal years, engaged for his or her own account or in the capacity of director, officer, employee, partner or trustee. The adviser's and each sub-adviser's table was provided to the Registrant by the adviser or respective sub-adviser for inclusion in this Registration Statement.

AllianceBernstein L.P.

AllianceBernstein L.P. ("AllianceBernstein") is a sub-adviser to the Registrant's International Fixed Income, Emerging Markets Equity and International Equity Funds. The principal business address of AllianceBernstein is 1345 Avenue of the Americas, New York, New York 10105. AllianceBernstein is an investment adviser registered under the Investment Advisers Act of 1940 (the "Advisers Act").

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Dominique Carrel-Billiard Director	AXA	Chief Executive Officer
Henri de Castries Director	AXA	Chairman, Management Board

C-6

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	AXA Equitable Life Insurance Company AXA Financial, Inc.	Director Chairman of the Board
Christopher M. Condron Director	AXA Financial, Inc. AXA Equitable Life Insurance Company AXA	Director, President & Chief Executive Officer Chairman, Chief Executive Officer Member of the Management Board
Denis Duverne Director	AXA AXA Equitable Life Insurance Company	Chief Financial Officer Director
Peter Etzenbach Director	—	—
Weston M. Hicks Director	Alleghany Corporation	President and Chief Executive Officer
A.W. (Pete) Smith, Jr. Director	Smith Consulting	President
Gerald M. Lieberman President, Chief Operating Officer	AllianceBernstein	Director
Lewis A. Sanders Chairman of the Board, Chief Executive Officer/ Director	AllianceBernstein	Chairman of the Board and Chief Executive Officer/ Director
Peter J. Tobin Director	AXA	Director
Laurence E. Cranch Executive Vice President and General Counsel	—	—
Richard S. Dziadzo Director	—	—
Sharon E. Fay Executive Vice President	—	—
Mark R. Gordon Executive Vice President	—	—
Deborah S. Hechinger Director	—	—

C-7

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Mark R. Manley Executive Vice President	AllianceBernstein	Senior Vice President, Deputy General Counsel and Chief Compliance Officer
Seth J. Masters Executive Vice President	—	—
Douglas J. Peebles Executive Vice President	—	—
Jeff S. Phlegar Executive Vice President	—	—
Lorie A. Slutsky Director	The New York Community Trust AXA Equitable Life Insurance Company	President and Chief Executive Officer President and Chief Executive Officer
Marilyn Fedak Executive Vice President	—	—
Thomas S. Hexner Executive Vice President	—	—
Marc O. Mayer Executive Vice President	—	—
James G. Reilly Executive Vice President	—	—
Paul Rissman Executive Vice President	—	—
David Steyn Executive Vice President	—	—
Gregory J. Tencza Executive Vice President	—	—
Christopher Toub Executive Vice President	—	—
Lisa A. Shalett Executive Vice President	—	—
Lawrence H. Cohen Executive Vice President	—	—
Robert Henry Joseph, Jr. Senior Vice President and Chief Financial Officer	—	—
Edward J. Farrell Executive Vice President	AllianceBernstein	Senior Vice President and Controller

C-8

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
James A. Gingrich Executive Vice President	—	—

Ashmore Investment Management Limited

Ashmore Investment Management Limited ("Ashmore") is a sub-adviser for the Registrant's Emerging Markets Debt Fund. The principal business address of Ashmore is 20 Bedfordbury, London, United Kingdom WC2N 4BL. Ashmore is a registered investment adviser under the Advisers Act.

Name and Position With Investment Adviser	Name of Other Company (all UK unless shown otherwise)	Position With Other Company
Mark Coombs Director	Ashmore Group plc Ashmore Investments (UK) Ltd Ashmore Investment Management Ltd Ashmore Asset Management Limited Ashmore Russian Equity Fund (Cayman Islands registered) Ashmore AOF (GP) Limited (Cayman Islan ds registered) Ashmore Global Special Situations Fund Limited (Cayman Islands registered) Ashmore Global Special Situations Fund 2 Limited (Guernsey registered) Ashmore Emerging Markets Debt Fund (Cayman Islands registered) Ashmore Management Company Limited (Guernsey registered) International Administration (Guernsey) Limited (Guernsey registered) Balkan Regeneration Fund (Cayman Islands registered) Ashmore Emerging Markets Debt and Currency Fund (Guernsey registered) EMTA (US registered) Ashmore SICAV (Luxembourg registered) Ashmore (Hong Kong) Limited (Hong Kong registered)	Director Director Director Director Director (resigned April 7, 2006) Director (Company dissolved December 29, 2006) Director (resigned April 11, 2006) Director (resigned April 11, 2006) Director (resigned April 5, 2006) Director (resigned April 5, 2006) Director (resigned December 30, 2005) Director (Ceased June 29, 2005) Director (resigned April 11, 2006) Direct or (Co-chair) Director (resigned May 31, 2006) Director (appointed 10, November 2005)

C-9

Name and Position With Investment Adviser	Name of Other Company (all UK unless shown otherwise)	Position With Other Company
	Ashmore Energy International Limited (Cayman Islands registered) YamalCo Energy Partners Limited Ashmore Energy International (formerly Prisma Energy International Inc) (US registered) Ashmore Local Currency Fund (Cayman Island registered) Ashmore Global Special Situations Fund 3 Limited (Guernsey registered) Ashmore Cayman SPC Limited (Cayman Island registered) Fidelity Cayman Investment Company Limited (Cayman Island registered) CPI Limited (Cayman Island registered) The Ashmore Group Limited Pension Scheme The Ashmore Group Ltd Retirement and Death Benefit Scheme The Ashmore Group Ltd Retirement and Death Benefit Scheme Re: Mark Coombs The Ashmore Group Ltd Retirement and Death Benefit Scheme Re: Julian Gr een The Ashmore Group Ltd Retirement and Death Benefit Scheme Re: Christopher Raeder The Ashmore Group Ltd Retirement and Death Benefit Scheme Re: Jerome Booth	Director (appointed 26 January 2006, company dissolved on a merger December 29, 2006) Director (resigned December 15, 2006) Director (appointed July 12, 2006) Director (appointed March 06, 2006 and resigned April 05, 2006) Director (appointed March 30, 2005 and resigned April 10, 2006) Director (appointed February 01, 2005 and resigned April 12, 2006) Director (appointed March 02, 2005 and resigned April 12, 2006) Director (appointed October 03, 2005 and resigned April 12, 2006) Trustee (Ceased) Trustee Trustee Trustee Trustee Trustee
James Neilsen Pettigrew	Edinburgh Investment Trust plc CMC Markets plc Ashmore Group plc Ashmore Investment Management Limited Ashmore Investments (UK) Limited Garban-Intercapital America (No. 3) Ltd	Director Director Director Director Director Director (resigned 02/02/2006)

C-10

Name and Position With Investment Adviser	Name of Other Company (all UK unless shown otherwise)	Position With Other Company
	Bavensdale Company Butler Securities Nominees Ltd Carlingdale Company Exco International plc Exco Nominees Limited Exco Overseas Limited Garban Broking Holdings (Europe) Limited Garban Europe Limited Garban Group Holidngs Limited Garban Information Systems Limited Garban International Garban Nominees Limited Garban-Intercapital (2001) Limited Garban-Intercapital (Dakleigh) Garban-Intercapital America (No.1) Limited Garban-Intercapital America (No.2) Limited Garban-Intercap ital America (No.4) Limited Garban-Intercapital US Investments (Holdings) Limited Garban-Intercapital US Investments (No 1) Limited Garban-Intercapital US Investments (No 2) Limited GHL Investments Limited ICAP America Investments Limited ICAP Energy Limited ICAP Europe Limited ICAP Futures Limited ICAP Holdings (USA) Inc ICAP Investments Limited ICAP Management Services Limited ICAP New Jersey (No 1) LLC ICAP New Jersey (No 1) LLC (Branch) ICAP North America Investments Limited	Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Directo r (resigned 02/06/2006)

C-11

Name and Position With Investment Adviser	Name of Other Company (all UK unless shown otherwise)	Position With Other Company
	ICAP plc ICAP Securities Limited ICAP SPV Limited ICAP US No.1 Limited ICAP US No.2 Limited ICAP WCLK Limited Intercapital plc T & M Securities Limited Zedco Ltd ICAP Securities Ltd Paris Office	Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Director (resigned 02/06/2006) Dire ctor (resigned 02/06/2006)

AXA Rosenberg Investment Management LLC

AXA Rosenberg Investment Management LLC ("AXA Rosenberg") is a sub-adviser for the Registrant's Emerging Markets Equity and International Equity Funds. The principal business address of AXA Rosenberg is 4 Orinda Way, Building E, Orinda, California 94563. AXA Rosenberg is a registered investment adviser under the Advisers Act.

During the last two fiscal years, no director, officer or partner of AXA Rosenberg has engaged in any other business, profession, vocation or employment of a substantial nature in the capacity of director, officer, employee, partner or trustee.

BlackRock Financial Management, Inc.

BlackRock Financial Management, Inc. ("BFM") is a sub-adviser for the International Fixed Income Fund. The principal address of BFM is 100 Bellevue Parkway, Wilmington, Delaware 19809. BFM is an investment adviser registered under the Advisers Act.

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Paul Audet Chief Financial Officer and Managing Director	BAA Holdings, LLC Wilmington, DE BlackRock, Inc., New York, NY BlackRock Advisors, LLC, Wilmington, DE BlackRock Advisors Holdings, Inc., New York, NY BlackRock Capital Management, Inc., < font face="Times New Roman PS, Times New Roman, Times" size="2">Wilmington, DE BlackRock Cayco Limited, Cayman Islands BlackRock Cayman Company, Cayman Islands	Chief Financial Officer, Managing Director and Director Chief Financial Officer and Managing Director Chief Financial Officer and Managing Director Chief Financial Officer and Managing Director Chief Financial Officer and Managing Director Director Director

C-12

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	BlackRock Cayman Newco Limited, Cayman Islands BlackRock Finco, LLC, Wilmington, DE BlackRock Finco UK, Ltd., London, England BlackRock Funding, Inc. Wilmington, DE BlackRock Funding International, Ltd., Cayman Islands BlackRock Holdco Limited, Cayman Islands BlackRock Institutional Management Corporation Wilmington, DE BlackRock International Holdings, Inc., New York, NY BlackRock International, Ltd, Edinburgh, Scotland BlackRock Investment Management, LLC, Plainsboro, NJ BlackRock Lux Finco S.a r.l., Luxembourg, Luxembourg BlackRock Operations (Luxembourg) S.a r.l., Luxembourg, Luxembourg BlackRock Portfolio Holdings, Inc. Wilmington, DE BlackRock Portfolio Investments, LLC Wilmington, DE BlackRock UK 1 LP, London, England BlackRock US Newco, Inc., Wilmington, DE State Street Research & Management Company, Boston, MA SSRM Holdings, Inc., Boston, MA	Director Director Director Chief Financial Officer, Managing Director and Director Director Director Chief Financial Officer, Managing Director and Director Chief Financial Officer andManaging Director FSA Approved Person Chief Financial Officer andManaging Director Chief Financial Officer andManaging Director Chief Financial Officer andManaging Director Chief Financial Officer, Managing Director and Director Chief Financial Officer, Managing Director and Director Chief Financial Officer andManaging Director Chief Financial Officer, Managing Director and Director Chief Financial Officer andManaging Director Chief Financial Officer andManaging Director
Robert P. Connolly General Counsel, Managing Director and Secretary	BAA Holdings, LLC, Wilmington, DE	General Counsel, Managing Director and Secretary

C-13

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	BlackRock, Inc., New York, NY BlackRock Advisors, LLC, Wilmington, DE BlackRock Advisors Holdings, Inc., New York, NY BlackRock Capital Management, Inc., Wilmington, DE BlackRock Funding, Inc. Wilmington, DE BlackRock Institutional Management Corporation Wilmington, DE BlackRock International Holdings, Inc., New York, NY BlackRock International, Ltd, Edinburgh, Scotland BlackRock Investments, Inc., New York, NY BlackRock Investment Management, LLC, Plainsboro, NJ BlackRock Lux Finco S.a r.l., Luxembourg, Luxembourg BlackRock Operations (Luxembourg) S.a r.l., Luxembourg, Luxembourg BlackRock Portfolio Holdings, Inc. Wilmington, DE BlackRock Portfolio Investments, LLC Wilmington, DE BlackRock UK 1 LP, London, England BlackRock US Newco, Inc., Wilmington, DE State Street Research and Management Company, Boston, MA SSRM Holdings, Inc., Boston, MA	General Counsel, Managing Director and Secretary General Counsel, Managing Director and Secretary General Counsel, Managing Director and Secretary General Counsel, Managing Director and Secretary General Counsel, Managing Director and Secretary General Counsel, Managing Director and Secretary General Counsel, Managing Director and Secretary FSA Approved Person General Counsel, Managing Director and Secretary General Counsel, Managing Director and Secretary General Counsel, Managing Director and Secretary General Counsel, Managing Director and Secretary General Counsel, Managing Director and Secretary General Counsel, Managing Director and Secretary General Counsel, Managing Director and Secretary G eneral Counsel, Managing Director and Secretary General Counsel, Managing Director and Secretary General Counsel, Managing Director and Secretary

C-14

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Laurence D. Fink Chief Executive Officer and Director	BAA Holdings, LLC, Wilmington, DE BlackRock, Inc., New York, NY BlackRock Advisors, LLC, Wilmington, DE BlackRock Advisors Holdings, Inc., New York, NY BlackRock Advisors, Singapore Pte. Ltd., Singapore BlackRock Capital Management, Inc, Wilmington, DE BlackRock Funding, Inc., Wilmington, DE BlackRock Funding International, Ltd., New York, NY BlackRock Funds, Wilmington, DE BlackRock Holdco 2, Inc., Wilmington, DE BlackRock Institutional Management Corporation, Wilmington, DE BlackRock International Holdings, Inc. New York, NY BlackRock International, Ltd, Edinburgh, Scotland BlackR ock Investments, Inc., New York, NY BlackRock Investment Management, LLC, Plainsboro, NJ BlackRock Portfolio Holdings, Inc., Wilmington, DE BlackRock Portfolio Investments, LLC, Wilmington, DE BlackRock US Newco, Inc., Wilmington, DE	Chief Executive Officer and Director Chairman, Chief Executive Officer and Director Chief Executive Officer Chief Executive Officer and Director Chairman and Chief Executive Officer Chief Executive Officer Chief Executive Officer Director Trustee Director Chief Executive Officer Chief Executive Officer and Director FSA Approved Person Chairman and Director Chief Executive Officer Chief Executive Officer < BR> Chief Executive Officer Chairman and Chief Executive Officer

C-15

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	State Street Research & Management Company, Boston, MA State Street Research Investment Services, Inc., Boston, M SSRM Holdings, Inc., Boston, MA	Chairman, Chief Executive Officer and Director Director Chairman, Chief Executive Officer and Director
Robert S. Kapito President and Director	BAA Holdings, LLC, Wilmington, DE BlackRock, Inc., New York, NY BlackRock Advisors, LLC, Wilmington, DE BlackRock Advisors Holdings, Inc., New York, NY BlackRock Advisors Singapore Pte. Ltd., Singapore BlackRock Closed-End Funds, Wilmington, DE BlackRock Capital Management, Inc., Wilmington, DE BlackRock Funding, Inc., Wilmington, DE BlackRock Funding International, Ltd., New York, NY BlackRock Holdco 2, Inc., Wilmington, DE BlackRock (Institutional) Canada Ltd., Toronto, Ontario BlackRock Institutional Management Corporation, Wilmington, DE BlackRock International Holdings, Inc. New York, NY BlackRock International, Ltd, Edinburgh, Scotland BlackRock Investments, Inc., New York, NY	President and Director President and Director President and Director President and Director President President and Trustee President and Director President and Director Director Director President and Director President and Director President and Director FSA Approved Person Director

C-16

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	BlackRock Investment Management, LLC, Plainsboro, NJ BlackRock Portfolio Holdings, Inc., Wilmington, DE BlackRock Portfolio Investments, LLC, Wilmington, DE BlackRock Realty Advisors, Inc., Florham Park , NJ BlackRock US Newco, Inc., Wilmington, DE State Street Research & Management Company, Boston, MA State Street Research Investment Services, Inc., Boston, MA SSRM Holdings, Inc., Boston, MA	President President and Director President and Director Director President and Director President and Director Director President and Director
Charles Hallac Vice Chairman	BlackRock, Inc., New York, NY BlackRock Advisors, LLC, Wilmington, DE BlackRock Advisors Holdings, Inc., New York, NY BlackRock Capital Management, Inc., Wilmington, DE BlackRock Funding, Inc., Wilmington, DE BlackRock India Private Ltd., Mumbai, India BlackRock Institutional Management Corporation, Wilmington, DE BlackRock International Holdings, Inc., New York, NY BlackRock International, Ltd., Edinburgh, Scotland BlackRock Investment Management, LLC, Plainsboro, NJ	Vice Chairman Vice Chairman Vice Chairman Vice Chairman Vice Chairman Director Vice Chairman Vice Chairman FSA Approved Person Vice Chairman

C-17

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	BlackRock Portfolio Holdings, Inc., Wilmington, DE BlackRock Portfolio Investments, LLC, Wilmington, DE BlackRock US Newco, Inc. New York, NY State Street Research & Management Company, Boston, MA< BR>SSRM Holdings, Inc., Boston, MA	Vice Chairman Vice Chairman Vice Chairman Vice Chairman Vice Chairman
Barbara Novick Vice Chairman	BlackRock, Inc., New York, NY BlackRock Advisors, LLC, Wilmington, DE BlackRock Advisors Holdings, Inc., New York, NY BlackRock Capital Management, Inc., Wilmington, DE BlackRock Funding, Inc., Wilmington, DE BlackRock Institutional Management Corporation, Wilmington, DE BlackRock International Holdings, Inc., New York, NY BlackRock International, Ltd., Edinburgh, Scotland BlackRock Investments, Inc., New York, NY BlackRock Investment Management, LLC, Plainsboro, NJ BlackRock Portfolio Holdings, Inc., Wilmington, DE BlackRock Portfolio Investments, LLC, Wilmington, DE BlackRock US Newco, Inc. New York, NY	Vice Chairman Vice Chairman Vice Chairman Vice Chairman Vice Chairman Vice Chairman Vice Chairman FSA Approved Person Chief Executive Officer Vice Chairman Vice Chairman Vice Chairman Vice Chairman

C-18

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	State Street Research & Management Company, Boston, MA SSRM Holdings, Inc., Boston, MA	Vice Chairman Vice Chairman
Scott Amero Vice Chairman	BlackRock, Inc., New York, NY BlackRock Advisors, LLC, Wilmington, DE BlackRock Advisors Holdings, Inc., New York, NY BlackRock Capital Management, Inc., Wilmington, DE BlackRock Funding, Inc., Wilmington, DE BlackRock Institutional Management Corporation, Wilmington, DE BlackRock International Holdings, Inc., New York, NY BlackRock International, Ltd., Edinburgh, Scotland BlackRock Investment Management, LLC, Plainsboro, NJ BlackRock Portfolio Holdings, Inc., Wilmington, DE BlackRock Portfolio Investments, LLC, Wilmington, DE BlackRock US Newco, Inc. New York, NY State Street Research & Management Company, Boston, MA SSRM Holdings, Inc., Boston, MA	Vice Chairman Vice Chairman Vice Chairman Vice Chairman Vice Chairman Vice Chairman Vice Chairman FSA Approved Person Vice Chairman Vice Chairman Vice Chairman Vice Chairman Vice Chairman Vice Chairman
Susan Wagner Vice Chairman and Chief Operating Officer	BAA Holdings, LLC, Wilmington, DE	Vice Chairman, Chief Operating Officer and Director

C-19

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	BlackRock, Inc., New York, NY BlackRock Advisors, LLC, Wilmington, DE BlackRock Advisors Holdings, Inc., New York, NY BlackRock Capital Management, Inc., Wilmington, DE BlackRock Finco UK, Ltd., London, England BlackRock Funding, Inc., Wilmington, DE BlackRock Institutional Management Corporation Wilmington, DE BlackRock International Holdings, Inc., New York, NY BlackRock International, Ltd, Edinburgh, Scotland BlackRock Investment Management, LLC, Plainsboro, NJ BlackRock Portfolio Holdings, Inc. Wilmington, DE BlackRock Portfolio Investments, LLC Wilmington, DE BlackRock US Newco, Inc., Wilmington, DE State Street Research & Management Company, Boston, MA SSRM Holdings, Inc., Boston, MA	Vice Chairman and Chief Operating Officer Vice Chairman and Chief Operating Officer Vice Chairman and Chief Operating Officer Vice Chairman and Chief Operating Officer Director Vice Chairman and Chief Operating Officer Vice Chairman and Chief Operating Officer Vice Chairman and Chief Operating Officer FSA Approved Person Vice Chairman and Chief Operating Officer Vice Chairman and Chief Operating Officer Vice Chairman and Chief Operating Officer Vice Chairman and Chief Operating Officer Vice Chairman and Chief Operating Officer Vice Chairman and Chief Operating Officer
Robert Doll Vice Chairman	BlackRock, Inc., New York, NY BlackRock Advisors, LLC, Wilmington, DE BlackRock Advisors Holdings, Inc., New York, NY	Vice Chairman and Director Vice Chairman Vice Chairman

C-20

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	BlackRock Capital Management, Inc., Wilmington, DE BlackRock Funding, Inc., Wilmington, DE BlackRock Funds (formerly Merrill Lynch Funds) Plainsboro, NJ BlackRock Institutional Management Corporation, W ilmington, DE BlackRock International Holdings, Inc. New York, NY BlackRock Investment Management, LLC, Plainsboro, NJ BlackRock Portfolio Holdings, Wilmington, DE BlackRock Portfolio Investments, LLC, Wilmington, DE BlackRock US Newco, Inc., Wilmington, DE Portfolio Administration & Management Ltd., Cayman Islands	Vice Chairman Vice Chairman Chairman and President Vice Chairman Vice Chairman Vice Chairman Vice Chairman Vice Chairman Vice Chairman Director
Robert Fairbairn Vice Chairman	BlackRock, Inc., New York, NY BlackRock Advisors, LLC, Wilmington, DE BlackRock Advisors Holdings, Inc., New York, NY BlackRock Asset Management U.K. Limited, London, England BlackRock Capital Management, Inc., Wilmington, DE BlackRock Funding, Inc., Wilmington, DE	Vice Chairman Vice Chairman Vice Chairman Chairman and Director Vice Chairman Vice Chairman

C-21

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	BlackRock Institutional Management Corporation, Wilmington, DE BlackRock International Holdings, Inc., New York, NY BlackRock International, Ltd., Edinburgh, Scotland BlackRock Investment Management (Australia) Limited, Victoria, Australia BlackRock Investment Management International Limited, London, England BlackRock Investment Management, LLC, Plainsboro, NJ BlackRock Investment Management (UK) Limited, London, England BlackRock Jersey Holdco Limited, New Jersey BlackRock Lux Finco S.a r.l., Luxembourg, Luxembourg BlackRock Operations (Luxembourg) S.a r.l., Luxembourg, Luxembourg BlackRock Portfolio Holdings, Inc. Wilmington, DE BlackRock Portfolio Investments, LLC, Wilmington, DE BlackRock UK 1 LP, London, England BlackRock US Newco, Inc., Wilmington, DE	Vice Chairman Vice Chairman Chairman and Director Director Chairman and Director Vice Chairman Vice Chairman Director Vice Chairman Vice Chairman Vice Chairman Vice Chairman Vice Chairman Vice Chairman

C-22

The Boston Company Asset Management, LLC

The Boston Company Asset Management, LLC ("The Boston Company") is a sub-adviser for the Registrant's Emerging Markets Equity Fund. The principal business address of The Boston Company is One Boston Place, Boston, MA 02108. The Boston Company is a registered investment adviser under the Advisers Act.

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Corey Griffin Director, Chairman	Mellon Trust of New England, N.A. TBC General Partner, LLC Standish Mellon Asset Management, LLC	Senior Vice President Director, President Member
Phillip N. Maisano Manager	Dreyfus Corporation EACM Advisors LLC Newton Management Limited Franklin Portfolio Associates, LLC Mellon Capital Management Corp. Mellon Equity Associates, LLP Founders Asset Management LLC Standish Mellon Asset Management Company LLC	CIO, Vice Chair and Director Chairman of Board Director Director Director Executive Committee Member Member, Board of Managers Member, Board of Managers
John Nagorniak Director	CFA Research Institute Foxstone Financial, Inc Franklin Portfolio Associates Trust Mellon Capital Management Corporation Mellon Equity Associates, LLP MIT 401k Plan MIT Investment Corporation Newton Management Limited Princeton Class of 1966	Trustee President—Director Chairman—Trustee Director Executive Committee Member Trustee Director Director Treasurer
Ronald O'Hanley Chairman of the Board	BNY Mellon Asset Management The Bank of New York Mellon Corporation Mellon Trust of New England, N.A. Standish Mellon Asset Management Company LLC Franklin Portfolio Associates, LLC Mellon Equity Associates, LLP	President and CEO Vice Chairman, Executive Committee Vice Chairman Director Director Chairman, Executive Committee Member

C-23

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	Pareto Investment Management Limited Mellon Capital Management Corporation Mellon Bank N.A. MAM (MA) Trust MAM (DE) Trust The Dreyfus Corporation EACM Advisors, LLC	Non-Executive Director Director Director Trustee & President Trustee & President Vice Chairman, Director Board of Managers
Edward Ladd Director	Standish Mellon Asset Management Company LLC	Manager
Scott E. Wennerholm Director	Mellon Capital Management Corporation Mellon Equity Associates, LLP Newton Management Limited Standish Mellon Asset Management Company LLC MAM (MA) Holdings Trust EACM Advisors, LLC Franklin Portfolio Associates, LLC	Director Director Director Director Trustee Director Director
David Cameron President and CEO	Mellon Trust of New England, N.A.	Senior Vice President

Capital Guardian Trust Company

Capital Guardian Trust Company ("CGTC") is a sub-adviser for the Registrant's International Equity Fund. The principal business address of CGTC is 333 Hope Street, 55^th Floor, Los Angeles, California 90071. CGTC is a registered investment adviser under the Advisers Act.

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
John S. Armour Senior Vice President	Capital Guardian Trust Company, a Nevada Corporation	Vice President
Curtis A. Baker Senior Vice President	—	—
Andrew F. Barth Director and President	The Capital Group Companies Capital Group International, Inc. Capital International Research, Inc.	Director Director, Executive Vice President Director, Vice Chairman of Global Research
Michael D. Beckman Senior Vice President	The Capital Group Companies Capital Guardian Trust Company of Nevada	Senior Vice President of Central Services Group Director

C-24

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	Capital International Asset Management, Inc. Capital International Financial Services, Inc. Capital International Asset Management (Canada), Inc. Capital Group International, Inc.	Director and President Director and President Senior Vice President Formerly, Senior Vice President
Julius T. (Terry) Berkemeier Senior Vice President	Capital International, Inc. Capital International Limited Capital International Research, Inc.	Vice President Senior Vice President Senior Vice President
Michael A. Burik Senior Vice President and Senior Counsel	Capital International, Inc. Capital International Financial Services, Inc.	Senior Vice President and Senior Counsel Vice President and Secretary
Gerald C. du Manoir Senior Vice President	Capital International Research, Inc. Capital Guardian (Canada), Inc.	Senior Vice President Vice President
Scott M. Duncan Senior Vice President	—	—
John B. Emerson Director and Senior Vice President	Capital Guardian Trust Company, a Nevada Corporation	Director and Chairman
Michael R. Ericksen Director and Senior Vice President	The Capital Group Companies Capital International Limited	Director Director and Chairman
Michael A. Felix Director, Senior Vice President and Treasurer	Capital Guardian (Canada), Inc. Capital International, Inc. Capital Guardian Research Inc.	Senior Vice President and Treasurer Director and Senior Vice President Director
David I. Fisher Director and Chairman	Capital Group International, Inc. Capital International, Inc. Capital International Limited Capital International Limited (Bermuda) The Capital Group Companies, Inc. Capital International Research, Inc. Capital Group Research, Inc.	Director and Chairman Director and Vice Chairman Director and Vice Chairman Director and President Director and Chairman of the Executive Committee Director Director
Clive N. Gershon Senior Vice President	—	—
Laurentius Harrer Senior Vice President	Capital International S.A.	Vice President

C-25

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Cheryl L. Hesse Senior Vice President and Senior Counsel	Capital International, Inc. Capital Management Services, Inc.	Senior Vice President and Senior Counsel Secretary
Mary M. Humphrey Senior Vice President	—	—
William H. Hurt Senior Vice President	Capital Guardian Trust Company, a Nevada Corporation Capital Strategy Research, Inc.	Director Director and Chairman
Todd S. James Senior Vice President	Capital International Research, Inc.	Senior Vice President
Peter C. Kelly Director, Senior Vice President and Senior Counsel	Capital International, Inc. Capital International Emerging Markets Fund Capital Group International, Inc.	Director, Senior Vice President, Senior Counsel and Secretary Director Secretary
Charles A. King Senior Vice President	—	—
Naomi H. Kobayashi Senior Vice President and Senior Counsel	Capital International, Inc.	Senior Vice President and Senior Counsel
Lianne K. Koeberle Director and Senior Vice President	—	—
Victor D. Kohn Director	Capital International, Inc. Capital International Research, Inc.	Director and President Formerly, Senior Vice President
Nancy J. Kyle Director and Vice Chairperson	Capital Guardian (Canada), Inc.	Director and Vice Chairperson
Karin L. Larson Director	Capital Group Research, Inc. Capital International Research, Inc.	Director, Chairperson and President Director and Chairperson
Michael D. Locke Senior Vice President	Capital International Research, Inc. Capital Guardian Trust Company	Senior Vice President Formerly, Vice President
Karen A. Miller Director and Senior Vice President	Capital International Research, Inc.	Formerly, Senior Vice President
Robert H. Neithart Director and Vice President	Capital International Research, Inc.	Director and Executive Vice President, Research Director/ Coordinator

C-26

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Shelby Notkin Senior Vice President & Chairman	Capital Strategy Research, Inc. Capital Guardian Trust Company Capital Guardian Trust Company, a Nevada Corporation	Director and Vice President Formerly, Vice President Director
Michael E. Nyeholt Senior Vice President	—	—
Mary M. O'Hern Senior Vice President	Capital International Limited Capital International, Inc	Senior Vice President Senior Vice President
Jeffrey C. Paster Senior Vice President	—	—
Jason M. Pilalas Director	Capital International Research, Inc.	Senior Vice President
Marie C. Powell Director	Capital International Limited Capital Group Companies	Senior Vice President Senior Vice President
Paula B. Pretlow Senior Vice President	—	—
George L. Romine, Jr. Senior Vice President	—	—
Robert Ronus Senior Vice President	Capital Group International, Inc. Capital International, Inc. Capital International Limited Capital Guardian (Canada), Inc. The Capital Group Companies, Inc. Capital International S.A.	Senior Partner, Formerly, Director Senior Vice President Senior Vice President Formerly, Director and Chairman Formerly, Director Formerly, Senior Vice President
Theodore R. Samuels Director and Senior Vice President	The Capital Group Companies Capital Guardian Trust Company, a Nevada Corporation	Director Director
Lionel M. Sauvage Director and Senior Vice President	The Capital Group Companies Capital International, Inc. Capital Guardian (Canada), Inc. Capital International Limited	Director Senior Vice President Vice President Senior Vice President
Karen L. Sexton Senior Vice President	—	—
Lawrence R. Solomon Senior Vice President	Capital International Research Inc. Capital Management Services Inc. Capital Guardian Trust Company	Senior Vice President Director Formerly, Director
Eugene P. Stein Director and Vice Chairman	The Capital Group Companies Inc.	Director

C-27

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
P. Andrew Stenovec Director and Executive Vice President	—	—
Jill A. Sumiyasu Director and Senior Vice President	—	—
Philip A. Swan Senior Vice President	—	—
Elmon L. Vernier, Jr. Senior Vice President	Capital Guardian Trust Company, a Nevada Corporation	Vice President
Shaw B. Wagener Senior Vice President	The Capital Group Companies, Inc. Capital Group International, Inc. Capital International, Inc. Capital International Management Company S.A.	Director Director, President Director, Chairman Director
Eugene M. Waldron Senior Vice President	—	—
Alan J. Wilson Director and Senior Vice President	Capital International Research Inc. Capital Research Company American Funds Distributors, Inc. The Capital Group Companies, Inc.	Director, President and Research Director, U.S. Director Director Director
Robin L. Zakoor Senior Vice President	—	—

Emerging Markets Management, L.L.C.

Emerging Markets Management, L.L.C. ("EMM") is a sub-adviser for the Registrant's Emerging Markets Equity Fund. The principal business address of EMM is 1001 Nineteenth Street North, 17th Floor, Arlington, Virginia 22209. EMM is a registered investment adviser under the Advisers Act.

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Antoine W. van Agtmael Managing Director, President, Chief Investment Officer and Chairman	Emerging Markets Investors Corporation The Emerging Markets Strategic Fund The Africa Emerging Markets Fund The Emerging Markets New Economy Fund PLC Emerging Markets Management Company (Ireland) Limited Strategic Investment Management, L.P.	Managing Director, Chief Investment Officer and Chairman Director Director Director Director Director

C-28

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	Strategic Investment Management International, L.P. Strategic Investment Partners, Inc.	Director Director
Michael A. Duffy Managing Director, Secretary/Treasurer and member of the Investment Committee	Emerging Markets Investors Corporation The Latin America Small Capitalization Fund Strategic Investment Management, L.P. Strategic Investment Management International, L.P. Strategic Investment Partners, Inc.	Managing Director, Secretary/Treasurer and member of the Investment Committee Director Managing Director, Secretary/Treasurer and member of the Investment Committee Managing Director, Secretary/Treasurer and member of the Investment Committee Managing Director, Secretary/Treasurer and member of the Investment Committee
Felicia J. Morrow Managing Director, Lead Portfolio Manager, Chief Executive Officer and member of the Investment Committee	Emerging Markets Investors Corporation The Emerging Markets Management Company (Ireland) Limited	Managing Director, Chief Executive Officer, Lead Portfolio Manager and member of the Investment Committee Director
Hilda M. Ochoa-Brillembourg Director	Emerging Markets Investors Corporation Strategic Investment Management, L.P. Strategic Investment Management International, L.P. Strategic Investment Partners, Inc. Rockefeller Family Fund General Mills The World Bank/IMF Credit Union	Director President, Director and a member of the Investment Committee President, Director and a member of the Investment Committee President, Director and a member of the Investment Committee Member of th e Investment and Finance Committees Member of the Board of Directors Member of the Board of Directors

C-29

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	Harvard Management Company McGraw-Hill Companies	Member of the Board of Directors Member of the Board of Directors
Mary C. Choksi Managing Director and Director	Emerging Markets Investors Corporation Emerging Markets Country Series Fund: The Value Fifty Portfolio EMSAF-Mauritius Strategic Investment Management, L.P. Strategic Investment Management International, L.P. Strategic Investment Partners, Inc. H.J. Heinz Company	Managing Director, Director Director Director Managing Director, Director and member of the Investment Committee Managing Director, Director and member of the Investment Committee Managing Director,Director and member of the Investment Committee Member of the Board of Directors
Carol A. Grefenstette Managing Director	Emerging Markets Investors Corporation Strategic Investment Management, L.P. Strategic Investment Management International, L.P. Strategic Investment Partners, Inc.	Managing Director and Director Managing Director Managing Director Managing Director and Director

Fidelity International Investment Advisors

Fidelity International Investment Advisors ("FIIA") is a sub-adviser for the International Fixed Income Fund. The principal business address of FIIA is Pembroke Hall, 42 Crow Lane, Pembroke HM 19, Bermuda. FIIA is an investment adviser registered under the Advisers Act.

Name and Position With Investment Adviser	Name of Other Company		Position With Other Company
Michael Gordon Director and President		—		—
Allan Pelvang Director and Vice President		—		—
Brett Goodin Director		—		—
Andrew Wells Director		—		—

C-30

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Robert Stewart Director	Fidelity International Limited FIL Trust Company Mutual Fund Technologies Limited Fidelity Investment Distributors Fidelity International Services Limited Fidfoundation Holdings Limited Fidelity Quiescent (Bermuda) Limited Fidelity Fund Management Limited SWS International Properties Limited Ridgemount Limited City Road Limited 25 Cannon Street Limited Docklands Limited Pembroke Sakurada Real Estate Limited Fidelity Group Pensions (Bermuda) Limited Fidelity Moto Azabu Realty Limited FIL Greater China Limited Fidelity Fund Management Limited 49 Park Lane Limited 4 Cannon Street Limited Knightsbridge Estate Limited 3 & 10 Finsbury Square Limited 20 St. James's Square Limited Fidelity Genesis Limited Fidelity International Fund Services Limited Pembroke Holding Company (Three) Limited Pembroke Miyamora Real Estate Limited Fidelity Properties I Bermuda Limited Fidelity Properties II Bermuda Limited Shell Trust (Bermuda) Limited	Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director

C-31

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	Shell Trust (UK) Property Limited Bank of NT Butterfield & Son Limited Butterfield Bermuda Fund Limited Butterfield Capital Appreciation Bond Fund Limited Butterfield International Income Fund Limited Butterfield US$ Bond Fund Limited Island Circle Limited Arte Mondi (Bermuda) Limited Arteshore Equity Limited Arteshore Ventures Limited Artisan Global Investment Limited Artisan Equity Limited Artisan Ventures Limited Isamore Limited Isaria Limited Lily of the Valley Limited Coral Bionet Limited Cahow Productions Limited Silver Palm Productions Limited Spider Music Limited SOP (Bermuda) Limited Vestbirk Capital Management Limited Libra Investments Limited Fairisle Management Limited Alternative Investment Management	Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director < /font>Director Director Director Director Director Director
David J. Saul Director	Fidelity International Limited (previously Fidelity Management & Research (BDA) Limited) Fidelity Distributors International, Limited Fidelity Investments Distributors Fidelity International Services Limited	Director Director Director Director

C-32

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	SWS International Properties Limited Fidelity Investments (CI) Limited Fidelity Nominees (CI) Limited FIL Properties Limited FIL Trust Company Limited (previously: FIL Bank & Trust Company Limited) Fidfoundation Holdings Limited Ridgemount Limited Fidelity Funds II (previously: Fidelity Currency Funds Limited, previously Fidelity Accumulating Money Funds Limited) Fidelity Advisor World Funds (Bermuda) Limited (previously Fidelity Advisor World US Government Investment Funds (Bermuda) Limited) Fidelity Funds Fidelity Quiescent (Bermuda) Limited Mutual Fund Technologies Limited 25 Cannon Street Limited Pembroke Sakurada Real Estate Limited (previously Fidelity Tochigi Property Limited) Fidelity Group Pensions (Bermuda) Limited Docklands Centre Limited City Road Limited Fidelity International Quiescent Ventures Limited Fidelity Moto Azabu Realty Limited (previously Fidelity Kyobashi Realty Limited) FIL Foundation Fidelity Fund Management Limited 49 Park Lane Limited 4 Cannon Street Limited 3 & 10 Finsbury Square Limited (previously Pyramid Real Estate Limited)	Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director

C-33

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	Knightsbridge Estate Limited 20 St. James's Square Limited Fidelity Genesis Limited Pembroke Miyamura Real Estate Limited (previously Pembroke Holding Company (One) Limited) Fidelity International Fund Services Limited (previously Pembroke Holding Company (Two) Limited) Moonray Manor Trust FID Funds (Mauritius) Limited Fidelity Properties II (Bermuda) Limited Kingswood Fields Limited Pembroke Roppongi 7 Real Estate Limited London Steamship Owners Mutual Insurance Association Lombard Odier (Bermuda) Limited Odyssey Marine Exploration, Inc. Fidelity Funds Korea (L) Ltd. FID FUNDS (Mauritius) Limited	Director Director Director Director Director Director Director Director Director Director Director Director Director Director (resigned 12/10/06) Director (resigned 11/27/06)
Frank Mulch Director	Fidelity International Limited (previously Fidelity Management & Research (BDA) Limited) Fidelity Distributors International Limited Fidelity Investments Distributors Fidelity International Investment Advisors Fidelity International Services Limited Fidelity Quiescent (Bermuda) Limited SWS International Properties Limited (previously Fidelity International Properties Limited) Mutual Fund Technologies Limited	Director Director Director Director Director Director Director Director

C-34

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	Fidelity Funds (previously Fidelity Funds SICAV) Fidelity Funds II (previously: Fidelity Funds II SICAV, Fidelity Currency Funds Limited, previously Fidelity Accumulating Money Fund Limited) FIL Trust Company Limited (previously: FIL Bank & Trust Company Limited) Docklands Centre Limited Fidelity Advisor World Funds (Bermuda) Limited (previously Fidelity Advisor World US Government Investment Funds (Bermuda) Limited) City Road Limited Fidelity International Ventures Limited Fidelity International Quiescent Ventures Limited FIL Ventures Limited Fidelity Investments (CI) Limited Fidelity Nominees (CI) Limited 25 Cannon Street Limited Ridgemount Limited Pembroke Sakurada Real Estate Limited (previously Fidelity Tochigi Property Limited) Fidelity Group Pensions (Bermuda) Limited Fidelity Moto Azabu Realty Limited (previously Fidelity Kyobashi Realty Limited) Fidfoundation Holdings Limited Fidelity Investments (South Africa) Limited (previously Fidelity Investments (Propriety) Limited, previously Kovacs Investments) Fidelity Fund Management Limited 49 Park Lane Limited	Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director

C-35

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	4 Cannon Street Limited Knightsbridge Estate Limited 3 & 10 Finsbury Square Limited (previously Pyramid Real Estate Limited) 20 St. James's Square Limited Fidelity Genesis Limited Pembroke Miyamura Real Estate Limited (previously Pembroke Holding Company (One) Limited) Fidelity International Fund Services Limited (previously Pembroke Holding Company (Two) Limited) Kingswood Fields Limited Pembroke Roppongi 7 Real Estate Limited Fidelity Properties II Bermuda Limited FID Funds (Mauritius) Limited FIL Foundation Moonray Manor Trust IPC Holdings Ltd. International Property Catastrophe Reinsurance Ltd. The Lepercq Group of Companies FID FUNDS (Mauritius) Limited	Director Director Director Director Director Director Director Director Director Director Director Trustee Trustee Director Director Director Director (resigned 11/27/06)
Kathryn Matthews Director	—	—
Graham Seed Secretary	—	—
Rosalie Powell Assistant Secretary	—	—
Ann Stock Chief Compliance Officer	—	—
Chris Coombe Chief Financial Officer	—	—

C-36

Fuller & Thaler Asset Management, Inc.

Fuller & Thaler Asset Management, Inc. ("Fuller & Thaler") is a sub-adviser for the Registrant's International Equity Fund. The principal business address of Fuller & Thaler is 411 Borel Avenue, Suite 300, San Mateo, California 94402. Fuller & Thaler is a registered investment adviser under the Advisers Act.

Name and Position With Investment Adviser	Name and Address of Other Company	Connection With Other Company
Daniel Kahneman Director	Princeton University	Eugene Higgins Professor of Psychology, Emeritus
Richard Thaler Director and Principal	The University of Chicago Graduate School of Business	Robert P. Gwinn Professor of Behavioral Science and Economics

ING Investment Management Advisors, B.V.

ING Investment Management Advisors, B.V. ("IIMA") is a sub-adviser for the Registrant's Emerging Markets Debt Fund. The principal business address of IIMA is Prinses Beatrixlaan 15, The Hague, The Netherlands, 2595 AK. IIMA is a registered investment adviser under the Advisers Act.

Name and Position With Investment Adviser	Name of Other Company	Connection With Other Company
Merel Van Vroonhoven Officer	Various subsidiaries of ING Investment Management Company Europe	Officer
Gilbert Van Hassel Officer	Various subsidiaries of ING Investment Management Co.	Officer
Michael Van Diemen L.M. Officer	Various subsidiaries of ING Investment Management Co.	Officer
Maes Van Lanschot Officer	Various subsidiaries of ING Investment Management Co.	Officer
Michael Van Elk Officer	Various subsidiaries of ING Investment Management Co.	Officer
Gorky Urquieta Portfolio Manager	ING Investment Management Co.	Portfolio Manager
Daniel Eustaquio Portfolio Manager	ING Investment Management Co.	Portfolio Manager

McKinley Capital Management Inc.

McKinley Capital Management Inc. ("McKinley Capital") is a sub-adviser for the Registrant's International Equity Fund. The principal business address of McKinley Capital is 3301 C Street, Suite 500, Anchorage, AK 99503. McKinley Capital is a registered investment adviser under the Advisers Act.

C-37

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Robert B. Gillam President, CIO	FAS Alaska, Inc. McKinley Offshore Management, Ltd.	Officer, Director Director
Diane M. Wilke Executive Vice President, COO	McKinley Offshore Management, Ltd. FAS Alaska, Inc.	Director Officer, Director
Robert A. Gillam Director of Global Equities	—	—
Director
Tamara L. Leitis Assistant Vice President, Director of Human Resources	—	—
Gregory O'Keefe CFO	—	—

PanAgora Asset Management, Inc.

PanAgora Asset Management, Inc. ("PanAgora") is a sub-adviser for the Registrant's Emerging Markets Equity Fund. The principal business address of PanAgora is 260 Franklin Street, 22nd Floor, Boston, MA 02110. PanAgora is an investment adviser registered under the Advisers Act.

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Charles E. Haldeman, Jr., CFA Chairman of the Board	Putnam Investments	President and Chief Executive Officer
R. Jeffrey Orr Member of the Board	Power Financial	President and Chief Executive Officer
Sandra C. Whiston Member of the Board	Putnam Investments	Senior Managing Director
Kevin M. Cronin, CFA Member of the Board	Putnam Investments	Senior Managing Director

Quantitative Management Assocites LLC

Quantitative Management Associates LLC ("QMA") is a sub-adviser for the Registrant's International Equity Fund. The principal business address of QMA is Gateway Center 2, McCarter Highway & Market Street, Newark, New Jersey 07102. QMA is a registered investment adviser under the Advisers Act.

Name and Position With Investment Adviser	Name of Other Company	Position With Other Compnay
Dennis Kass Manager and Chairman	Jennison Associates LLC Prudential Investment Management, Inc.	Chairman and CEO Director and Vice President

C-38

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Bernard B. Winograd Manager	Jennison Associates LLC PIC Holdings Limited PIM Foreign Investments, Inc. PIM Warehouse, Inc. Prudential Investment Management Services LLC Prudential Asset Management Holding LLC The Prudential Insurance Company of America PIM Investments, Inc. Prudential Investment Management , Inc.	Director Chairman and Director President Chairman and Director Executive Vice President Manager and Vice President Vice President Director and President Chairman, Director and President & CEO
Roger K. Andrews Manager	Jennison Associates LLC Prudential Investments LLC Prudential Annuities Advisory Services, Inc.	Director Senior Vice President Senior Vice President
Timothy J. Knierim Manager	Jennison Associates LLC PIM Warehouse, Inc. Prumerica Financial Asia Limited Residential Information Services, Inc. Prudential Investment Management, Inc.	Director Assistant Secretary Corporate Secretary Vice President Vice President
Kenneth Moore Manager, Vice President and Chief Financial Officer	Prudential Investment Management, Inc. Jennison Associates LLC Presidential Trust Company	Vice President Executive Vice President and Treasurer Director
Scott L. Hayward Manager and Chief Executive Officer	Jennison Associates LLC Prudential Trust Company The Prudential Insurance Company of America Pramerica Asset Management, Inc. Prudential Investment Management, Inc.	Executive Vice President Director Vice President Director Vice President
Margaret Stumpp Manager, Vice President and Chief Investment Officer	Prudential Trust Company The Prudential Insurance Company of America Pramerica Asset Management, Inc. Prudential Investment Management, Inc.	Vice President Vice President Vice President Vice President

C-39

Record Currency Management Limited

Record Currency Management Limited ("RCM") is a sub-adviser for the Registrant's International Fixed Income and International Equity Funds. The principal business address of RCM is 1st Floor, Morgan House, Madeira Walk, Windsor, Berkshire, SL4 1EP, United Kingdom. RCM is an investment adviser registered under the Advisers Act.

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Neil Record Chief Executive	NP Record Trustees Ltd. Record Fund Management Ltd. Record Group Services Ltd. Record Portfolio Management Ltd. Record Treasury Management (US) Ltd. RDF Productions Ltd. The Stoney Ware Resident Association Ltd. Record Plc Nuffield College Oxford MCS Oxford Ltd.	Director Director Director Director Director Director Director Director Member, Investment Committee Governor and Director
Ian Harrison Director	John Menzies Plc	Director
David Murphy Director	Homes and Castles Ltd.	Director
Leslie Hill Managaing Director	Record Plc Record Treasury Management (US) Ltd. Suffolk House Management Ltd.	Director Director Director
Bob Noyen Managing Director	Record Plc	Director
Peter Wakefield Managing Director	Record plc	Director
Mike Timmins	Record plc Record Group Services Ltd. Record Fund Management Ltd. Record Portfolio Management Ltd. Record Treasury Management (US) Ltd.	Director Director Director Director Director
Cees Schrauwers Non-Executive Director	Record plc Alio Limited Brit Insurance Holdings plc CMGL Drive Assist UK Ltd. Drive Assist Holdings Ltd. George (London 2005) Ltd.	Non Executive Director Chairman Director Chairman Chairman Chairman Chairman

C-40

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Andrew Sykes Non-Executive Director	Record plc Schroder Executor & Trustee Company JP Morgan Asian Investment Trust Limited Invista Foundation Property Trust Limited Schoder Exempt Property Unit Trust Absolute Return Trust Limited Smith And Williamson Holdings Limited MBIA UK Insurance Limited Gulf International Bank (UK) Limited SVG Diamond Holdings Limited Fauna & Flora International Limited Andrew Sykes Limited	Non Executive Director Director Director Chairman Director Chairman Director Director Director Member Advisory Committee Director Director

Rexiter Capital Management Limited

Rexiter Capital Management Limited ("Rexiter") is a sub-adviser for the Registrant's Emerging Markets Equity Fund. The principal business address of Rexiter is 80 Cannon Street, London EC4N 6HL United Kingdom. Rexiter is an investment adviser registered under the Advisers Act.

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Kenneth King Chairman and Chief Investment Officer	—	—
Arzu Akkemik Director—Investment Manager	—	—
Helena Coles Director—Investment Manager	—	—
Adrian Cowell Director—Investment Manager	—	—
Murray Davey Managing Director Global Emerging Markets—Investment Manager	—	—
Christopher James Director—Investment Manager	—	—

C-41

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Jamshed Desai Investment Manager	—	—
Gavin MacLachlan Director—Chief Operating Officer and Company Secretary	—	—
Nicholas Payne Director—Investment Manager	—	—
Christopher Vale Managing Director and CIO Asia— Investment Manager	—	—
Jared Chase Non-Executive Director	State Street Global Alliance (US)	Chairman
Joe Lyons Non-Executive Director	State Street Global Alliance (US)	Senior Principal
Randy Carrigan Legal Counsel	State Street Global Alliance (US)	Legal Counsel
Guy Jackson Chief Compliance Officer	—	—
Andrew Letts Proxy Voting	SSgA (US)	Proxy Voting
Sylvana Billings Group Finance Manager	—	—
Sharon Power Client Relationship Manager	—	—

SEI Investments Management Corporation

SEI Investments Management Corporation ("SIMC") is the investment adviser for each of the Funds. The principal address of SIMC is One Freedom Valley Drive, Oaks, Pennsylvania 19456. SIMC is an investment adviser registered under the Advisers Act.

Name and Position With Investment Adviser	Name of Other Company	Position with Other Company
Edward Loughlin Director & President	SEI Investments Company SEI Investments Distribution Company SEI Investments Global Funds Services SEI Trust Company SEI Investments Canada Company	Executive Vice President Director Senior Vice President Director Director

C-42

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Karl Dasher Director, Senior Vice President & Chief Investment Officer	—	—
N. Jeffrey Klauder Director, Senior Vice President & Assistant Secretary	SEI Investments Company SEI Insurance Group SIMC Holdings, LLC SEI Ventures Inc. SEI Investments Management Corporation Delaware, LLC SIMC Subsidiary LLC SEI Investments Development < font face="Times New Roman PS, Times New Roman, Times" size="2">Inc. SEI Investments Global Funds Services SEI Funds Inc. SEI Investments Inc.	General Counsel & Executive Vice President, Assistant Secretary Senior Vice President & Assistant Secretary Manager Senior Vice President & Secretary Senior Vice President & Assistant Secretary Manager Senior Vice President & Secretary Senior Vice President & Assistant Secretary Senior Vice President & Secretary Senior Vice President & Secretary
	SEI Investments Global Corp Inc. SEI Global Capital Investments Inc. SEI Investments Global, Limited SEI Investments—Global Fund Services Limited Larington Limited SEI Advanced Capital Management Inc. SEI Primus Holding Corp SEI Global Services Inc. SEI Private Trust Company	Director, Senior Vice President & Secretary Senior Vice President & Secretary Director Director Director Director, Senior Vice President & Secretary Senior Vice President & Assistant Secretary Senior Vice President & Assistant Secretary Director

C-43

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Wayne Withrow Director & Senior Vice President	SEI Investments Company SEI Investments Distribution Company SEI Investments Global Funds Services SEI Trust Company SEI Investments Global (Cayman) Limited SEI Global Holdings (Cayman) Inc. SEI Inv estments Global (Bermuda) Ltd SEI Global Services Inc.	Executive Vice President Director Chief Executive Officer Director Director Chairman of the Board & Executive Chief Officer Director, President Director, Senior Vice President
Joseph P. Ujobai Director & Senior Vice President	SEI Investments Company SEI Inc. (Canada) SEI Capital Limited (Canada) SEI Global Investments Corp SEI Investments (Europe) Ltd SEI Investments—Unit Trust Management (UK) Limited SEI Global Nominee Ltd SEI Asset Korea SEI Investments (South Africa) Limited SEI Investments Global, Limited SEI Investments Canada Company SEI Global Services, Inc.	Executive Vice President Director Director President Director Director Director Director Director Director Director Senior Vice President
Chris Keogh Director & Senior Vice President	—	—

C-44

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Kathy Heilig Director & Senior Vice President	SEI Investments Company SEI Insurance Group, Inc. SEI Inc. (Canada) SEI Ventures, Inc. SEI Investments Management Corporation Delaware, LLC SEI Investments Developments Inc. SEI Investments Global F unds Services SEI Funds Inc. SEI Investments, Inc. SEI Global Investments Corp SEI Global Capital Investments, Inc. SEI Investments Global (Cayman) Limited SEI Investments Global Holdings (Cayman) Inc. SEI Advanced Capital Management, Inc. SEI Primus Holding Corp SEI Global Services, Inc. SEI Franchise Inc.	Vice President, Controller & Chief Accounting Officer Vice President & Treasurer Vice President & Treasurer Director, Vice President & Treasurer Manager, Vice President & Treasurer Director, Vice President & Treasurer Vice President & Treasurer Director, Vice President & Treasurer Director, Vice President & Treasurer Director, Vice President & Treasurer Director, Vice President & Treasurer Vice President & Tre asurer Vice President, Assistant Secretary & Treasurer Director, Vice President & Treasurer Director, Vice President & Treasurer Treasurer Vice President & Treasurer
Timothy D. Barto General Counsel, Vice President & Secretary	SEI Investments Company SIMC Holdings, LLC SIMC Subsidiary LLC SEI Investments Global Funds Services SEI Funds Inc. SEI Investments Global (Bermuda) Ltd SEI Global Services Inc. SEI Franchise Inc.	Vice President & Assistant Secretary Manager Manager General Counsel, Vice President & Secretary Vice President Vice President Vice President & Assistant Secretary Assistant Secretary

C-45

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Richard Deak Vice President & Assistant Secretary	SEI Investments Company SEI Investments Global Funds Services SEI Global Services Inc.	Vice President & Assistant Secretary Vice President & Assistant Secretary General Counsel, Vice President & Secretary
Lydia A. Gavalis Vice President & Assistant Secretary	SEI Investments Company SEI Insurance Group SEI Global Services Inc. SEI Franchise Inc.	Vice President & Assistant Secretary Vice President & Assistant Secretary Vice President & Assistant Secretary General Counsel, Vice President & Secretary
James Ndiaye Vice President & Assistant Secretary	SEI Investments Global Funds Services	Vice President & Assistant Secretary
Michael Pang Vice President & Assistant Secretary	SEI Investments Global Funds Services SEI Investments Global (Cayman) Limited SEI Global Holdings (Cayman) Inc. SEI Global Services Inc.	Vice President & Assistant Secretary Vice President & Secretary Vice President & Secretary Vice President & Assistant Secretary
Sofia Rosala Vice President & Assistant Secretary	SEI Investments Global Funds Services	Vice President & Assistant Secretary
Lauren Shank Vice President & Assistant Secretary	SEI Global Services Inc.	Vice President & Assistant Secretary
Lori L. White Vice President & Assistant Secretary	SEI Investments Company SEI Investments Distribution Company SEI Investments Global Funds Services	Vice President & Assistant Secretary Vice President & Assistant Secretary Assistant Secretary
Michael Brophy Chief Compliance Officer	—	—
Kevin Barr Vice President	SEI Investments Distribution Company SEI Global Services Inc.	President & Chief Executive Officer Vice President

C-46

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Michael Cagnina Vice President	—	—
David Campbell Vice President	SEI Investments Global Funds Services SEI Global Services Inc.	Vice President Vice President
Jim Combs Vice President	SEI Global Services Inc.	Vice President
Michael Farrell Vice President	SEI Investments Distribution Company SEI Franchise Inc.	Vice President Vice President
Greg Gettinger Vice President	SEI Investments Management Corporation Delaware LLC SEI Investments Global Funds Services SEI Global Services Inc.	Vice President Vice President Vice President
Paul Klauder Vice President	SEI Global Services Inc.	Vice President
James Martielli Vice President	—	—
John J. McCue Vice President	—	—
Dave McLaughliin Vice President	—	—
Carolyn McLaurin Vice President	—	—
Roger Messina Vice President	SEI Global Services Inc.	Vice President
James Miceli Vice President	—	—
Stephen Onofrio Vice President	—	—
Debra Phillips Vice President	—	—
Alison Saunders Vice President	—	—
John Scarpato Vice President	—	—
Brandon Sharrett Vice President	SEI Global Services Inc.	Vice President

C-47

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Sean Simko Vice President	—	—
James Smigiel Vice President	—	—
Greg Stahl Vice President	—	—
Raymond B. Webster Vice President	SEI Global Services Inc.	Vice President

Smith Breeden Associates, Inc.

Smith Breeden Associates, Inc. ("Smith Breeden") is a sub-adviser for the Registrant's International Equity Fund. The principal business address of Smith Breeden is 100 Europa Drive, Suite 200, Chapel Hill, North Carolina 27157. Smith Breeden is a registered investment adviser under the Advisers Act.

Name and Position With Investment Advisor	Name of Other Company	Connections With Other Company
Daniel C. Dektar Chief Investment Officer	OHSF Hedge MGP I, Inc	Director
Stephon A. Eason CFA, Executive Vice President	Eason Energy, Inc.	President
Eugene Flood Jr., Ph.D., Chief Executive Officer	College Retirement Equities Fund	Trustee
Micheal J. Giarla Chairman	Wyandotte Community Corporation Harrington Bank, FSB Community First Financial Group, Inc. Square 1 Bank Self Help Ventures Fund Peninsula Banking Group	Director Chairman Director Vice-Chairman Board Member Director
Stanley J. Kon, Ph.D., Director of Research	Harrington West Financial Group, Inc. Los Padres Savings Bank, FSB	Director Director
Marianthe S. Mewkill Chief Financial Officer	—	—

Stone Harbor Investment Partners LP

Stone Harbor Investment Partners LP ("Stone Harbor") is a sub-adviser for the Registrant's Emerging Markets Debt Fund. The principal business address of Stone Harbor is 31 West 52nd Street, 16th Floor, New York, New York 10019. Stone Harbor is a registered investment adviser under the Advisers Act.

C-48

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Peter J. Wilby Chief Investment Officer/ Managing Member of General Partner	Legg Mason, Inc. Salomon Brothers Asset Management Inc	Managing Director and Chief Investment Officer-Fixed Income Managing Director and Chief Investment Officer-Fixed Income
Thomas W. Brock Chief Executive Officer	Columbia Management Multi-Strategy Hedge Fund LLC BACAP Alternative Multi- Stratgey Fund LLC Liberty All-Star Fund Liberty Growth Fund	Director Director Director Director
James J. Dooley Chief Financial Officer	Legg Mason, Inc. Salomon Brothers Asset Management Inc	Managing Director Managing Director
Jeffrey S. Scott Chief Compliance Officer	New York Life Insurance Company Salomon Brothers Asset Management Inc	Chief Compliance Officer Chief Compliance Officer
Adam J. Shapiro General Counsel	Legg Mason, Inc. Salomon Brothers Asset Management Inc	Director Director

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 Advisors' Inner Circle Fund II	January 28, 1993
Bishop Street Funds	January 27, 1995
SEI Asset Allocation Trust	April 1, 1996
SEI Institutional Investments Trust	June 14, 1996
HighMark Funds	February 15, 1997
Oak Associates Funds	February 27, 1998
CNI Charter Funds	April 1, 1999
iShares Inc.	January 28, 2000
iShares Trust	April 25, 2000
JohnsonFamily Funds, Inc.	November 1, 2000
Causeway Capital Management Trust	September 20, 2001
The Japan Fund, Inc.	October 7, 2002

C-49

Barclays Global Investors Funds	March 31, 2003
SEI Opportunity Fund, L.P.	October 1, 2003
The Arbitrage Funds	May 17, 2005
Pro Shares Trust	November 14, 2005
The Turner Funds	January 1, 2006
Community Reinvestment Act Qualified Investment Fund	January 8, 2007
Accessor Funds	March 1, 2007
TD Asset Management USA Funds	July 25, 2007

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 20 of Part B. Unless otherwise noted, the business address of each director or officer is One Freedom Valley Drive, Oaks, PA 19456.

Name	Position and Office with Underwriter	Positions and Offices with Registrant
William M. Doran	Director	Trustee
Edward D. Loughlin	Director	—
Wayne M. Withrow	Director	—
Kevin Barr	President & Chief Executive Officer	—
Maxine Chou	Chief Financial Officer & Treasurer	—
John Munch	General Counsel & Secretary	—
Karen LaTourette	Chief Compliance Officer, Anti-Money Laundering Officer & Assistant Secretary	—
Mark J. Held	Senior Vice President	—
Lori L. White	Vice President & Assistant Secretary	—
Robert Silvestri	Vice President	—
Michael Farrell	Vice President	—
Thomas Rodman	Chief Operations Officer	—
John Coary	Vice President & Assistant Secretary	—
Mark McManus	Vice President	—
John Cronin	Vice President	—

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 Registrant's custodian:

Brown Brothers Harriman & Co.
40 Water Street
Boston, Massachusetts 02109

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(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 administrator:

SEI Investments Global Funds Services
One Freedom Valley Drive
Oaks, Pennsylvania 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 adviser and sub-advisers:

SEI Investments Management Corporation
One Freedom Valley Drive
Oaks, Pennsylvania 19456

AllianceBernstein L.P.
1345 Avenue of the Americas
New York, New York 10105

Ashmore Investment Management Limited
20 Bedfordbury
London, WC2N 4BL
United Kingdom

AXA Rosenberg Investment Management LLC
4 Orinda Way, Building E
Orinda, California 94563

BlackRock Financial Management, Inc.
100 Belleview Parkway
Wilmington, Delaware 19809

The Boston Company Asset Management, LLC
One Boston Place
Boston, Massachusetts 02108

Capital Guardian Trust Company
333 South Hope Street, 55^th Floor
Los Angeles, California 90071

Emerging Markets Management, L.L.C.
1001 Nineteenth Street North, 17^th Floor
Arlington, Virginia 22209-1722

Fidelity International Investment Advisors
Pembroke Hall
42 Crow Lane
Pembroke HM 19
Bermuda

Fuller & Thaler Asset Management, Inc.
411 Borel Avenue
Suite 402
San Mateo, California 94420

ING Investment Management Advisors, B.V.
Prinses Beatrixlaan 15
2595 AK The Hague
The Netherlands

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McKinley Capital Management Inc.
3301 C Street
Suite 500
Anchorage, Alaska 99503

PanAgora Asset Management, Inc.
260 Franklin Street, 22^nd Floor
Boston, Massachusetts 02110

Quantitative Management Associates LLC
Gateway Center 2
McCarter Highway & Market Street
Newark, New Jersey 07102

Record Currency Management Limited
1^st Floor, Morgan House, Madeira Walk
Windsor, Berkshire SL4 1EP
United Kingdom

Rexiter Capital Management Limited
21 St. James's Square
London SWIY 4SS
United Kingdom

Smith Breeden Associates, Inc.
100 Europa Drive,
Suite 200,
Chapel Hill, North Carolina 27157

Stone Harbor Investment Partners LP
309 Park Avenue, 4^th Floor
New York, New York 10022

Item 29.  Management Services:

None.

Item 30.  Undertakings:

None.

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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(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 44 to Registration Statement No. 033-22821 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oaks, Commonwealth of Pennsylvania on the 25th day of January, 2008.

SEI INSTITUTIONAL INTERNATIONAL TRUST

BY:  /s/ ROBERT A. NESHER

  Robert A. Nesher

  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 indicated.

	* Rosemarie B. Greco	Trustee	January 25, 2008
	* William M. Doran	Trustee	January 25, 2008
	* George J. Sullivan, Jr.	Trustee	January 25, 2008
	* James M. Storey	Trustee	January 25, 2008
	/s/ Robert A. Nesher Robert A. Nesher	Trustee	January 25, 2008
	* Nina Lesavoy	Trustee	January 25, 2008
	* James M. Williams	Trustee	January 25, 2008
	* Mitchell A. Johnson	Trustee	January 25, 2008
	/s/ ROBERT A. NESHER Robert A. Nesher	President & Chief Executive Officer	January 25, 2008
	/s/ STEPHEN F. PANNER Stephen F. Panner	Controller & Chief Financial Officer	January 25, 2008
*BY:	/s/ ROBERT A. NESHER Robert A. Nesher Attorney-in-Fact

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EXHIBIT INDEX

Exhibit Number	Description
EX-99.B(d)(3)	Amended Schedule dated June 20, 2000 to the Investment Advisory Agreement dated December 16, 1994 between the Registrant and SIMC with respect to the Emerging Markets Equity, International Equity, Emerging Markets Debt and Tax-Managed International Equity Funds is filed herewith.
EX-99.B(d)(8)	Amended Schedules A and B to the Investment Sub-Advisory Agreement between SIMC and Ashmore Investment Management Limited with respect to the Emerging Markets Debt Fund dated April 20, 2007 is filed herewith.
EX-99.B(d)(25)	Investment Sub-Advisory Agreement between SIMC and ING Investment Management Advisors, B.V. dated October 10, 2007 with respect to the Emerging Markets Debt Fund is filed herewith.
EX-99.B(d)(28)	Investment Sub-Advisory Agreement between SIMC and PanAgora Asset Management, Inc. dated July 20, 2007 with respect to the Emerging Markets Equity Fund is filed herewith.
EX-99.B(d)(29)	Investment Sub-Advisory Agreement between SIMC and PanAgora Asset Management, Inc. dated August 3, 2007 with respect to the Emerging Markets Equity Fund is filed herewith.
EX-99.B(d)(30)	Investment Sub-Advisory Agreement between SIMC and Fidelity International Investment Advisors dated March 21, 2007 with respect to the International Fixed Income Fund is filed herewith.
EX-99.B(d)(31)	Amended Schedules A and B to the Investment Sub-Advisory Agreement between SIMC and AllianceBernstein L.P. (f/k/a Alliance Capital Management L.P.) dated March 17, 2006 with respect to the International Equity Fund and the International Fixed Income Fund is filed herewith.
EX-99.B(i)	Opinion and Consent of Counsel is filed herewith.
EX-99.B(j)	Opinion and Consent of Independent Registered Public Accounting Firm is filed herewith.
EX-99.B(p)(1)	The Code of Ethics for SEI Investments Management Corporation is filed herewith.
EX-99.B(p)(3)	The Code of Ethics for SEI Investments Global Funds Services is filed herewith.
EX-99.B(p)(5)	The Code of Ethics for Capital Guardian Trust Company is filed herewith.
EX-99.B(p)(6)	The Code of Ethics for The Boston Company Asset Management, LLC is filed herewith.
EX-99.B(p)(7)	The Code of Ethics for AllianceBernstein L.P. (f/k/a Alliance Capital Management L.P.) is filed herewith.
EX-99.B(p)(12)	The Code of Ethics for Fuller & Thaler Asset Management, Inc. is filed herewith.
EX-99.B(p)(15)	The Code of Ethics for PanAgora Asset Management, Inc. is filed herewith.
EX-99.B(p)(16)	The Code of Ethics for AXA Rosenberg Investment Management LLC is filed herewith.
EX-99.B(p)(17)	The Code of Ethics for BlackRock Financial Management, Inc. is filed herewith.
EX-99.B(p)(18)	The Code of Ethics for Fidelity International Investment Advisors is filed herewith.

Exhibit Number	Description
EX-99.B(p)(19)	The Code of Ethics for ING Investment Management Advisors, B.V. is filed herewith.
EX-99.B(p)(20)	The Code of Ethics for Record Currency Management Limited is filed herewith.
EX-99.B(p)(21)	The Code of Ethics for Stone Harbor Investment Partners LP is filed herewith.
EX-99.B(q)(2)	Power of Attorney for Mitchell A. Johnson is filed herewith.

EX-99.B(D)(3)

Exhibit 99.B(d)(3)

Amended Schedule dated June 20, 2000 to the

Investment Advisory Agreement

dated December 16, 1994 between

SEI Institutional International Trust

(formerly, SEI International Trust)

and

SEI Investments Management Corporation

(formerly, SEI Financial Management Corporation)

Pursuant to Article 4, the Trust shall pay the Adviser compensation at an annual rate of up to:

Emerging Markets Equity Fund	x.xx	%
International Equity Fund	x.xx	%
Emerging Markets Debt Fund	x.xx	%
Tax-Managed International Equity Fund	x.xx	%

SEI Institutional Investments Trust			SEI Investments Management Corporation
By:	/s/ James Ndiaye		By:	/s/ Sofia A. Rosala
Attest:		Julie Vossler	Attest:		Julie Vossler

1

EX-99.B(D)(8)

Exhibit 99.B(d)(8)

Schedule A

to the

Sub-Advisory Agreement

between

SEI Investments Management Corporation

and

Ashmore Investment Management Limited

As of March 17, 2003, as amended July 1, 2003, July 1, 2004, October 7, 2005

and April 20, 2007

SEI INSTITUTIONAL INTERNATIONAL TRUST

Emerging Markets Debt Fund

Agreed and Accepted:

SEI Investments Management Corporation		Ashmore Investment Management Limited
By:		By:
	/s/ Sofia A. Rosala		/s/ Tim Davis
Name:		Name:
	Sofia A. Rosala		Tim Davis
Title:		Title:
	Vice President		Authorised Signatory

1

Schedule B

to the

Sub-Advisory Agreement

between

SEI Investments Management Corporation

and

Ashmore Investment Management Limited

As of March 17, 2003, as amended July 1, 2003, July 1, 2004, October 7, 2005, December 8, 2005, May 8, 2006 and April 20, 2007

Pursuant to Paragraph 6, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows:

SEI Institutional International Trust

Emerging Markets Debt Fund x.xx% on all Assets under management*

*  The fee for the Emerging Markets Debt Fund shall be calculated based on the average daily value of the Assets of the Fund managed by the Sub-Adviser plus a fixed annual rate determined by the following formula:

$xxx,xxx	=	Fixed Annual Rate
X

Where, “X” equals the number of accounts, including the Emerging Markets Debt Fund, the Sub-Adviser manages for the Adviser.

As of May 8, 2006, the Fixed Annual Rate was equal to $xx,xxx.

2

Agreed and Accepted:

SEI Investments Management Corporation		Ashmore Investment Management Limited
By:		By:
	/s/ Sofia A. Rosala		/s/ Tim Davis
Name:		Name:
	Sofia A. Rosala		Tim Davis
Title:		Title:
	Vice President		Authorised Signatory

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EX-99.B(D)(25)

Exhibit 99.B(d)(25)

INVESTMENT SUB-ADVISORY AGREEMENT

SEI INSTITUTIONAL INTERNATIONAL TRUST

AGREEMENT made as of this 10 day of October, 2007 between SEI Investments Management Corporation (the “Adviser”) and ING Investment Management Advisors, B.V. (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, as amended (the “Advisory Agreement”), with the Trust, pursuant to which the Adviser acts as investment adviser to the series of the Trust set forth on Schedule A attached hereto (the “Fund”), as such Schedule may be amended by mutual agreement of the parties hereto; 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 the Fund’s prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (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 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 (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time.

1

(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 Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with all federal securities laws. In executing Fund transactions and selecting brokers or dealers, the Sub-Adviser 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 (the “Exchange Act”)). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, 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 in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including the Fund. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers that are affiliated with the Adviser, Sub-Adviser or the Trust’s principal underwriter 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.

(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

2

this Agreement needed by the Adviser to keep the other books and records of the Fund required by Rule 31a-1 under the 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. 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 concerning the Fund’s 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 impair the services rendered to the Adviser or the Trust.

(g)The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.

(h)(i)Except under the circumstances set forth in subsection (ii), the Sub-Adviser shall not be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the securities held as Assets in the Fund. If the Sub-Adviser receives a misdirected proxy, it shall promptly forward such misdirected proxy to the Adviser.

(ii)The Sub-Adviser hereby agrees that upon 60 days’ written notice from the Adviser, the Sub-Adviser shall assume responsibility for reviewing proxy solicitation materials and voting proxies in relation to the securities held as Assets in the Fund. As of the time the Sub-Adviser shall assume such responsibilities with respect to proxies under this sub-section (ii), the Adviser shall instruct the custodian and other parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser.

(i)In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning the Assets,

3

except as permitted by the policies and procedures of the Fund. The Sub-Adviser shall not provide investment advice to any assets of the Fund other than the Assets.

(j)On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be sold or purchased. In such event, the Sub-Adviser will allocate securities so purchased or sold, as well as the expenses incurred in the transaction, in a manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients under the circumstances.

To the extent permitted by applicable law, the 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, employees or control affiliates; provided, however, that the use of such mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement.

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 instructions and directions of the Board of Trustees of the Trust, the requirements of the 1940 Act, the Code, 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 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”); and

(c)Prospectus of the Fund.

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

4

calculated based on the average daily value of the Assets under the Sub-Adviser’s management and will be paid to the Sub-Adviser monthly. For the avoidance of doubt, notwithstanding the fact that the Agreement has not been terminated, no fee will be accrued under this Agreement with respect to any day that the value of the Assets under the Sub-Adviser’s management equals zero. Except as may otherwise be prohibited by law or regulation (including any then current SEC staff interpretation), the Sub-Adviser may, in its discretion and from time to time, waive a portion of its fee.

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 arising from or in connection with the performance of the Sub-Adviser’s obligations under this Agreement; provided, however, that the Sub-Adviser’s obligation under this Paragraph 5 shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Adviser, is caused by or is otherwise directly related to the Adviser’s own willful misfeasance, bad faith or negligence, or to the reckless disregard of its duties under this Agreement.

The Adviser shall indemnify and hold harmless the Sub-Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney’s fees and other related expenses) howsoever arising from or in connection with the performance of the Adviser’s obligations under this Agreement; provided, however, that the Adviser’s obligation under this Paragraph 5 shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Sub-Adviser, is caused by or is otherwise directly related to the Sub-Adviser’s own willful misfeasance, bad faith or negligence, or to the reckless disregard of its duties under this Agreement.

6.Duration and Termination. This Agreement shall become effective upon approval by the Trust’s Board of Trustees and its execution by the parties hereto. Pursuant to the exemptive relief obtained in the SEC Order dated April 29, 1996, Investment Company Act Release No. 21921, approval of the Agreement by a majority of the outstanding voting securities of the Fund is not required, and the Sub-Adviser acknowledges that it and any other sub-adviser so selected and approved shall be without the protection (if any) 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 Advisory Agreement with the Trust. As used in this Paragraph 6, the

5

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.Compliance Program of the Sub-Adviser. The Sub-Adviser hereby represents and warrants that:

(a)in accordance with Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Sub-Adviser has adopted and implemented and will maintain written policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons (as such term is defined in the Advisers Act) of the Advisers Act and the rules the SEC has adopted under the Advisers Act; and

(b)to the extent that the Sub-Adviser’s activities or services could affect the Fund, the Sub-Adviser has adopted and implemented and will maintain written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as such term is defined in Rule 38a-1 under the 1940 Act) by the Fund and the Sub-Adviser (the policies and procedures referred to in this Paragraph 7(b), along with the policies and procedures referred to in Paragraph 7(a), are referred to herein as the Sub-Adviser’s “Compliance Program”).

8.Reporting of Compliance Matters.

(a)The Sub-Adviser shall promptly provide to the Trust’s Chief Compliance Officer (“CCO”) the following documents:

(i)copies of all final SEC examination correspondences, including correspondences regarding books and records examinations and “sweep” examinations, issued during the term of this Agreement, in which the SEC identified any concerns, issues or matters (such correspondences are commonly referred to as “deficiency letters”) relating to any aspect of the Sub-Adviser’s investment advisory business and the Sub-Adviser’s responses thereto;

(ii)a report of any material violations of the Sub-Adviser’s Compliance Program or any “material compliance matters” (as such term is defined in Rule 38a-1 under the 1940 Act) that have occurred with respect to the Sub-Adviser’s Compliance Program;

(iii)a report of any material changes to the policies and procedures that comprise the Sub-Adviser’s Compliance Program;

(iv)a copy of those portions of the Sub-Adviser’s chief compliance officer’s report (or similar document(s) which serve the same purpose) regarding his or her annual review of the Sub-Adviser’s Compliance Program, as

6

required by Rule 206(4)-7 under the Advisers Act, that relate to the activities or services provided by the Sub-Adviser to the Fund; and

(v)an annual (or more frequently as the Trust’s CCO may reasonably request) representation regarding the Sub-Adviser’s compliance with Paragraphs 7 and 8 of this Agreement.

(b)The Sub-Adviser shall also provide the Trust’s CCO with:

(i)reasonable access to the testing, analyses, reports and other documentation, or summaries thereof, that the Sub-Adviser’s chief compliance officer relies upon to monitor the effectiveness of the implementation of the Sub-Adviser’s Compliance Program; and

(ii)reasonable access, during normal business hours, to the Sub-Adviser’s facilities for the purpose of conducting pre-arranged on-site compliance related due diligence meetings with personnel of the Sub-Adviser.

9.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.

10.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.

11.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 Drive Oaks, PA 19456 Attention: Legal Department
To the Trust’s CCO at:	SEI Investments Management Corporation One Freedom Valley Drive Oaks, PA 19456 Attention: Russ Emery
To the Sub-Adviser at:	ING Investment Management Advisors, B.V. Prinses Beatrixlaan 15 The Hague, Netherlands 2595AK Attention: General Counsel

7

12.Non-Hire/Non-Solicitation. The Sub-Adviser hereby agrees 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, the Sub-Adviser shall not for any reason, directly or indirectly, on the Sub-Adviser’s own behalf or on behalf of others, hire any person employed by the Adviser and who became known to the Sub-Adviser through the relationship set forth in this Agreement, 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 Sub-Adviser further agrees that, to the extent that the Sub-Adviser breaches the covenant described in this paragraph, the Adviser shall be entitled to pursue all appropriate remedies in law or equity.

13.Noncompete Provisions.

(a)The Sub-Adviser hereby agrees that, the Sub-Adviser will:

(i)waive enforcement of any noncompete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any investment personnel of the Sub-Adviser to provide investment advisory or other services to the Fund and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and

(ii)not become a party to any noncompete agreement or other agreement or arrangement that restricts, limits or otherwise interferes with the ability of the Adviser to employ or engage any investment personnel of the Sub-Adviser to provide investment advisory or other services to the Fund.

(b)Notwithstanding any termination of this Agreement, the Sub-Adviser’s obligations under this Paragraph 13 shall survive.

14.Amendment of Agreement. This Agreement may be amended only by written agreement of the Adviser and the Sub-Adviser and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder.

15.Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating 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.

In the event the terms of this Agreement are applicable to more than one portfolio of the Trust (for purposes of this Paragraph 14, each a “Fund”), the Adviser is entering into this Agreement with the Sub-Adviser on behalf of the respective Funds severally and not

8

jointly, with the express intention that the provisions contained in each numbered paragraph hereof shall be understood as applying separately with respect to each Fund as if contained in separate agreements between the Adviser and Sub-Adviser for each such Fund. In the event that this Agreement is made applicable to any additional Funds by way of a Schedule executed subsequent to the date first indicated above, provisions of such Schedule shall be deemed to be incorporated into this Agreement as it relates to such Fund so that, for example, the execution date for purposes of Paragraph 6 of this Agreement with respect to such Fund shall be the execution date of the relevant Schedule.

16.Miscellaneous.

(a)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.

(b)Where the effect of a requirement of the 1940 Act or Advisers 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.

9

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		ING Investment Management Advisors, B.V.
By:		By:
	/s/ Timothy D. Barto
		/s/ Marten Nykamp
		/s/ Michael van Elk
Name:		Name:
	Timothy D. Barto
		Marten Nykamp
		Michael van Elk
Title:		Title:
	Vice President
		Head of Business Development Europe
		Chief Marketing Officer

10

Schedule A

to the

Sub-Advisory Agreement

between

SEI Investments Management Corporation

and

ING Investment Management Advisors, B.V.

As of October 10, 2007

SEI INSTITUTIONAL INTERNATIONAL TRUST

Emerging Markets Debt Fund

11

Schedule B

to the

Sub-Advisory Agreement

between

SEI Investments Management Corporation

and

ING Investment Management Advisors, B.V.

As of October 10, 2007

Pursuant to Paragraph 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows:

SEI Institutional International Trust

Emerging Markets Debt Fund X.XX %

Agreed and Accepted:

SEI Investments Management Corporation	ING Investment Management Advisors, B.V.
By:	By:
/s/ Timothy D. Barto	/s/ Marten Nykamp
	/s/ Michael van Elk
Name:	Name:
Timothy D. Barto	Marten Nykamp
	Michael van Elk
Title:	Title:
Vice President	Head of Business Development Europe
	Chief Marketing Officer

12

EX-99.B(D)(28)

Exhibit 99.B(d)(28)

INVESTMENT SUB-ADVISORY AGREEMENT

SEI INSTITUTIONAL INTERNATIONAL TRUST

AGREEMENT made as of this 20 day of July, 2007 between SEI Investments Management Corporation (the “Adviser”) and PanAgora Asset Management 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, as amended, (the “Advisory Agreement”) with the Trust, pursuant to which the Adviser acts as investment adviser to each series of the Trust set forth on Schedule A attached hereto (each a “Fund,” and collectively, the “Funds”), as such Schedule may be amended by mutual agreement of the parties hereto; 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 a 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 each 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 each Fund’s prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (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 a 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 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 (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time.

1

(c)The Sub-Adviser shall determine the Assets to be purchased or sold by a 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 a Fund’s Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with all federal securities laws. In executing Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to seek on behalf of each 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 (the “Exchange Act”)). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, 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 a 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 in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including a 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) 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 a 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.

(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 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 a Fund required by Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will

2

surrender promptly to a 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 a Fund’s custodian on each business day with information relating to all transactions concerning a Fund’s 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 impair the services rendered to the Adviser or the Trust.

(g)The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.

(h)(i)Except under the circumstances set forth in subsection (ii), the Sub-Adviser shall not be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the securities held as Assets in a Fund. If the Sub-Adviser receives a misdirected proxy, it shall promptly forward such misdirected proxy to the Adviser.

(ii)The Sub-Adviser hereby agrees that upon 60 days’ written notice from the Adviser, the Sub-Adviser shall assume responsibility for reviewing proxy solicitation materials and voting proxies in relation to the securities held as Assets in a Fund. As of the time the Sub-Adviser shall assume such responsibilities with respect to proxies under this sub-section (ii), the Adviser shall instruct the custodian and other parties providing services to a Fund to promptly forward misdirected proxies to the Sub-Adviser.

(i)In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to a Fund or a sub-adviser to a portfolio that is under common control with a Fund concerning the Assets, except as permitted by the policies and procedures of a Fund. The Sub-Adviser shall not provide investment advice to any assets of a Fund other than the Assets.

(j)On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Sub-Adviser, the Sub-Adviser may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be sold or purchased. In such event, the Sub-Adviser will allocate securities so purchased or sold, as well as the expenses incurred in

3

the transaction, in a manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to a Fund and to such other clients under the circumstances.

(k)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 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.

(l)Unless the Sub-Adviser otherwise agrees in writing, the Sub-Adviser will not advise or take any action on behalf of the Trust in any legal proceedings, including bankruptcies or class actions, involving securities held or formerly held in Trust’s account or the issuers of those securities.

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, employees or control affiliates; provided, however, that the use of such mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement.

2.Duties of the Adviser. The Adviser shall continue to have responsibility for all services to be provided to each 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 instructions and directions of the Board of Trustees of the Trust, the requirements of the 1940 Act, the Code, 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 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”); and

(c)Prospectus of each Fund.

4

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 daily value of the Assets, excluding cash, under the Sub-Adviser’s management and will be paid to the Sub-Adviser monthly. For the avoidance of doubt, notwithstanding the fact that the Agreement has not been terminated, no fee will be accrued under this Agreement with respect to any day that the value of the Assets under the Sub-Adviser’s management equals zero. Except as may otherwise be prohibited by law or regulation (including any then current SEC staff interpretation), the Sub-Adviser may, in its discretion and from time to time, waive a portion of its fee.

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 arising from or in connection with the performance of the Sub-Adviser’s obligations under this Agreement, but only to the extent caused by or otherwise related to (a) the Sub-Adviser’s negligence in the performance of its duties hereunder; (b) the Sub-Adviser having acted in bad faith or with willful misfeasance or reckless disregard in the performance of its duties hereunder; or (c) the Sub-Adviser having acted in breach of the Agreement; provided, however, that the Sub-Adviser’s obligation under this Paragraph 5 shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Adviser, is caused by or is otherwise related to the Adviser’s own willful misfeasance, bad faith or negligence, or reckless disregard of its duties under this Agreement or breach of this Agreement.

The Adviser shall indemnify and hold harmless the Sub-Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney’s fees and other related expenses) howsoever arising from or in connection with the performance of the Adviser’s obligations under this Agreement, but only to the extent caused by or otherwise related to (a) the Adviser’s negligence in the performance of its duties hereunder; (b) the Adviser having acted in bad faith or with willful misfeasance or reckless disregard in the performance of its duties hereunder; or (c) the Adviser having acted in breach of the Agreement; provided, however, that the Adviser’s obligation under this Paragraph 5 shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Sub-Adviser, is caused by or is otherwise related to the Sub-Adviser’s own willful misfeasance, bad faith or negligence, or reckless disregard of its duties under this Agreement or breach of this Agreement.

6.Duration and Termination. This Agreement shall become effective upon approval by the Trust’s Board of Trustees and its execution by the parties hereto. Pursuant to the exemptive relief obtained in the SEC Order dated April 29, 1996, Investment Company Act Release No. 21921, approval of the Agreement by a majority of the outstanding voting securities of a Fund is not required, and the Sub-Adviser acknowledges that it and any other sub-adviser so selected and approved shall be without the protection (if any)

5

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 a 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 Advisory Agreement with the Trust. As used in this Paragraph 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.Compliance Program of the Sub-Adviser. The Sub-Adviser hereby represents and warrants that:

(a)in accordance with Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Sub-Adviser has adopted and implemented and will maintain written policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons (as such term is defined in the Advisers Act) of the Advisers Act and the rules the SEC has adopted under the Advisers Act; and

(b)to the extent that the Sub-Adviser’s activities or services could affect a Fund, the Sub-Adviser has adopted and implemented and will maintain written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as such term is defined in Rule 38a-1 under the 1940 Act) by the Funds and the Sub-Adviser (the policies and procedures referred to in this Paragraph 7(b), along with the policies and procedures referred to in Paragraph 7(a), are referred to herein as the Sub-Adviser’s “Compliance Program”).

8.Reporting of Compliance Matters.

(a)The Sub-Adviser shall promptly provide to the Trust’s Chief Compliance Officer (“CCO”) the following documents:

(i)copies of all SEC examination correspondences, including correspondences regarding books and records examinations and “sweep” examinations, issued during the term of this Agreement, in which the SEC identified any concerns, issues or matters (such correspondences are commonly referred to as “deficiency letters”) relating to any aspect of the

6

Sub-Adviser’s investment advisory business and the Sub-Adviser’s responses thereto;

(ii)a report of any material violations of the Sub-Adviser’s Compliance Program or any “material compliance matters” (as such term is defined in Rule 38a-1 under the 1940 Act) that have occurred with respect to the Sub-Adviser’s Compliance Program;

(iii)a report of any material changes to the policies and procedures that comprise the Sub-Adviser’s Compliance Program to the extent that such changes affect the services provided by the Sub-Adviser under this Agreement;

(iv)a written report from the Sub-Adviser’s chief compliance officer’s (or similar document(s) which serve the same purpose) regarding his or her annual review of the Sub-Adviser’s Compliance Program, as required by Rule 206(4)-7 under the Advisers Act; and

(v)an annual (or more frequently as the Trust’s CCO may reasonably request) representation regarding the Sub-Adviser’s compliance with Paragraphs 7 and 8 of this Agreement.

(b)The Sub-Adviser shall also provide the Trust’s CCO with:

(i)reasonable access to the testing, analyses, reports and other documentation, or summaries thereof (the “Monitoring Documents”), that the Sub-Adviser’s chief compliance officer relies upon to monitor the effectiveness of the implementation of the Sub-Adviser’s Compliance Program to the extent that such Monitoring Documents relate to services provided by the Sub-Adviser under this Agreement; and

(ii)reasonable access, during normal business hours, to the Sub-Adviser’s facilities for the purpose of conducting pre-arranged on-site compliance related due diligence meetings with personnel of the Sub-Adviser to discuss the services provided by the Sub-Adviser under this Agreement.

9.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.

10.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.

7

11.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 Drive
	Oaks, PA 19456
	Attention: Legal Department
To the Trust’s CCO at:	SEI Investments Management Corporation
	One Freedom Valley Drive
	Oaks, PA 19456
	Attention: Russ Emery
To the Sub-Adviser at:	PanAgora Asset Management Inc.
	260 Franklin Street 22nd Floor
	Boston, MA 02110
	Attention: Compliance Officer

12.Non-Hire/Non-Solicitation. The Adviser and Sub-Adviser hereby agrees 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, the Adviser and Sub-Adviser shall not for any reason, directly or indirectly, on the Adviser or Sub-Adviser’s own behalf or on behalf of others, hire any person employed by the Adviser or Sub-Adviser, 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 Adviser and Sub-Adviser further agrees that, to the extent that the Adviser or Sub-Adviser breaches the covenant described in this paragraph, the Adviser or Sub-Adviser shall be entitled to pursue all appropriate remedies in law or equity.

13.Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating 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.

In the event the terms of this Agreement are applicable to more than one portfolio of the Trust (for purposes of this Paragraph 13, each a “Fund”), the Adviser is entering into this Agreement with the Sub-Adviser on behalf of the respective Funds severally and not jointly, with the express intention that the provisions contained in each numbered

8

paragraph hereof shall be understood as applying separately with respect to each Fund as if contained in separate agreements between the Adviser and Sub-Adviser for each such Fund. In the event that this Agreement is made applicable to any additional Funds by way of a Schedule executed subsequent to the date first indicated above, provisions of such Schedule shall be deemed to be incorporated into this Agreement as it relates to such Fund so that, for example, the execution date for purposes of Paragraph 6 of this Agreement with respect to such Fund shall be the execution date of the relevant Schedule.

14.Miscellaneous.

(a)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 a Fund or the Trust.

(b)Where the effect of a requirement of the 1940 Act or Advisers 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.

15.Qualified Eligible Client Status. The Adviser represents and warrants that the Trust is a “Qualified Eligible Person” as defined in Rule 4.7 under the Commodity Exchange Act and consents, on behalf of the Trust, to its treatment as an exempt account under such Rule during the term of this Agreement.

PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT.

9

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		PanAgora Asset Management Inc.
By:		By:
	/s/ Sofia A. Rosala		/s/ Louis X. Iglesias
Name:		Name:
	Sofia A. Rosala		Louis X. Iglesias
Title:		Title:
	Vice President		Chief Compliance Officer

10

Schedule A

to the

Sub-Advisory Agreement

between

SEI Investments Management Corporation

and

PanAgora Asset Management Inc.

As of July 20, 2007

SEI INSTITUTIONAL INTERNATIONAL TRUST

Emerging Markets Equity Fund

11

Schedule B

to the

Sub-Advisory Agreement

between

SEI Investments Management Corporation

and

PanAgora Asset Management Inc.

As of July 20, 2007

Pursuant to Paragraph 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows:

SEI Institutional International Trust

Emerging Markets Equity Fund

The fee for the Emerging Markets Equity Fund will be calculated based on the average daily value of the Assets of the Fund managed by the Sub-Adviser aggregated with the average daily value of the assets of such other SEI mutual funds or accounts with similar mandates (i.e., emerging markets) as the Sub-Adviser may now or in the future agree to provide investment advisory/sub-advisory services. For the avoidance of doubt, the term “similar mandates” does not include developed markets, domestic small cap, or international mandates. The Emerging Markets Equity Fund’s fee will be its pro rata portion of the total fee calculated as set forth below:

x.xxx% on the first $xxx million of Assets;

x.xxx% on the next $xxx million of Assets;

x.xxx% on Assets over $xxx million.

Agreed and Accepted:

SEI Investments Management Corporation		PanAgora Asset Management Inc.
By:		By:
	/s/ Sofia A. Rosala		/s/ Louis X. Iglesias
Name:		Name:
	Sofia A. Rosala		Louis X. Iglesias
Title:		Title:
	Vice President		Chief Compliance Officer

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EX-99.B(D)(29)

Exhibit 99.B(d)(29)

INVESTMENT SUB-ADVISORY AGREEMENT

SEI INSTITUTIONAL INTERNATIONAL TRUST

AGREEMENT made as of this 3rd day of August, 2007 between SEI Investments Management Corporation (the “Adviser”) and PanAgora Asset Management 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, as amended, (the “Advisory Agreement”) with the Trust, pursuant to which the Adviser acts as investment adviser to each series of the Trust set forth on Schedule A attached hereto (each a “Fund,” and collectively, the “Funds”), as such Schedule may be amended by mutual agreement of the parties hereto; 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 a 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 each 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 each Fund’s prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (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 a 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 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 (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time.

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(c)The Sub-Adviser shall determine the Assets to be purchased or sold by a 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 a Fund’s Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with all federal securities laws.  In executing Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to seek on behalf of each 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 (the “Exchange Act”)).  Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, 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 a 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 in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including a 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) 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 a 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.

(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 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 a Fund required by Rule 31a-1 under the 1940 Act.  The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will

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surrender promptly to a 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 a Fund’s custodian on each business day with information relating to all transactions concerning a Fund’s 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 impair the services rendered to the Adviser or the Trust.

(g)The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.

(h)(i)Except under the circumstances set forth in subsection (ii), the Sub-Adviser shall not be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the securities held as Assets in a Fund.  If the Sub-Adviser receives a misdirected proxy, it shall promptly forward such misdirected proxy to the Adviser.

(ii)The Sub-Adviser hereby agrees that upon 60 days’ written notice from the Adviser, the Sub-Adviser shall assume responsibility for reviewing proxy solicitation materials and voting proxies in relation to the securities held as Assets in a Fund.  As of the time the Sub-Adviser shall assume such responsibilities with respect to proxies under this sub-section (ii), the Adviser shall instruct the custodian and other parties providing services to a Fund to promptly forward misdirected proxies to the Sub-Adviser.

(i)In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to a Fund or a sub-adviser to a portfolio that is under common control with a Fund concerning the Assets, except as permitted by the policies and procedures of a Fund.  The Sub-Adviser shall not provide investment advice to any assets of a Fund other than the Assets.

(j)On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Sub-Adviser, the Sub-Adviser may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be sold or purchased.  In such event, the Sub-Adviser will allocate securities so purchased or sold, as well as the expenses incurred in

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the transaction, in a manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to a Fund and to such other clients under the circumstances.

(k)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 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.

(l)Unless the Sub-Adviser otherwise agrees in writing, the Sub-Adviser will not advise or take any action on behalf of the Trust in any legal proceedings, including bankruptcies or class actions, involving securities held or formerly held in Trust’s account or the issuers of those securities.

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, employees or control affiliates; provided, however, that the use of such mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement.

2.Duties of the Adviser.  The Adviser shall continue to have responsibility for all services to be provided to each 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 instructions and directions of the Board of Trustees of the Trust, the requirements of the 1940 Act, the Code, 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 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”); and

(c)Prospectus of each Fund.

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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 daily value of the Assets, excluding cash, under the Sub-Adviser’s management and will be paid to the Sub-Adviser monthly.  For the avoidance of doubt, notwithstanding the fact that the Agreement has not been terminated, no fee will be accrued under this Agreement with respect to any day that the value of the Assets under the Sub-Adviser’s management equals zero.  Except as may otherwise be prohibited by law or regulation (including any then current SEC staff interpretation), the Sub-Adviser may, in its discretion and from time to time, waive a portion of its fee.

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 arising from or in connection with the performance of the Sub-Adviser’s obligations under this Agreement, but only to the extent caused by or otherwise related to (a) the Sub-Adviser’s negligence in the performance of its duties hereunder; (b) the Sub-Adviser having acted in bad faith or with willful misfeasance or reckless disregard in the performance of its duties hereunder; or (c) the Sub-Adviser having acted in breach of the Agreement; provided, however, that the Sub-Adviser’s obligation under this Paragraph 5 shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Adviser, is caused by or is otherwise related to the Adviser’s own willful misfeasance, bad faith or negligence, or reckless disregard of its duties under this Agreement or breach of this Agreement.

The Adviser shall indemnify and hold harmless the Sub-Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney’s fees and other related expenses) howsoever arising from or in connection with the performance of the Adviser’s obligations under this Agreement, but only to the extent caused by or otherwise related to (a) the Adviser’s negligence in the performance of its duties hereunder; (b) the Adviser having acted in bad faith or with willful misfeasance or reckless disregard in the performance of its duties hereunder; or (c) the Adviser having acted in breach of the Agreement; provided, however, that the Adviser’s obligation under this Paragraph 5 shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Sub-Adviser, is caused by or is otherwise related to the Sub-Adviser’s own willful misfeasance, bad faith or negligence, or reckless disregard of its duties under this Agreement or breach of this Agreement.

6.Duration and Termination.  This Agreement shall become effective upon approval by the Trust’s Board of Trustees and its execution by the parties hereto.  Pursuant to the exemptive relief obtained in the SEC Order dated April 29, 1996, Investment Company Act Release No. 21921, approval of the Agreement by a majority of the outstanding voting securities of a Fund is not required, and the Sub-Adviser acknowledges that it and any other sub-adviser so selected and approved shall be without the protection (if any)

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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 a 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 Advisory Agreement with the Trust.  As used in this Paragraph 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.Compliance Program of the Sub-Adviser.  The Sub-Adviser hereby represents and warrants that:

(a)in accordance with Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Sub-Adviser has adopted and implemented and will maintain written policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons (as such term is defined in the Advisers Act) of the Advisers Act and the rules the SEC has adopted under the Advisers Act; and

(b)to the extent that the Sub-Adviser’s activities or services could affect a Fund, the Sub-Adviser has adopted and implemented and will maintain written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as such term is defined in Rule 38a-1 under the 1940 Act) by the Funds and the Sub-Adviser (the policies and procedures referred to in this Paragraph 7(b), along with the policies and procedures referred to in Paragraph 7(a), are referred to herein as the Sub-Adviser’s “Compliance Program”).

8.Reporting of Compliance Matters.

(a)The Sub-Adviser shall promptly provide to the Trust’s Chief Compliance Officer (“CCO”) the following documents:

(i)copies of all SEC examination correspondences, including correspondences regarding books and records examinations and “sweep” examinations, issued during the term of this Agreement, in which the SEC identified any concerns, issues or matters (such correspondences are commonly referred to as “deficiency letters”) relating to any aspect of the

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Sub-Adviser’s investment advisory business and the Sub-Adviser’s responses thereto;

(ii)a report of any material violations of the Sub-Adviser’s Compliance Program or any “material compliance matters” (as such term is defined in Rule 38a-1 under the 1940 Act) that have occurred with respect to the Sub-Adviser’s Compliance Program;

(iii)a report of any material changes to the policies and procedures that comprise the Sub-Adviser’s Compliance Program to the extent that such changes affect the services provided by the Sub-Adviser under this Agreement;

(iv)a written report from the Sub-Adviser’s chief compliance officer’s (or similar document(s) which serve the same purpose) regarding his or her annual review of the Sub-Adviser’s Compliance Program, as required by Rule 206(4)-7 under the Advisers Act; and

(v)an annual (or more frequently as the Trust’s CCO may reasonably request) representation regarding the Sub-Adviser’s compliance with Paragraphs 7 and 8 of this Agreement.

(b)The Sub-Adviser shall also provide the Trust’s CCO with:

(i)reasonable access to the testing, analyses, reports and other documentation, or summaries thereof (the “Monitoring Documents”), that the Sub-Adviser’s chief compliance officer relies upon to monitor the effectiveness of the implementation of the Sub-Adviser’s Compliance Program to the extent that such Monitoring Documents relate to services provided by the Sub-Adviser under this Agreement; and

(ii)reasonable access, during normal business hours, to the Sub-Adviser’s facilities for the purpose of conducting pre-arranged on-site compliance related due diligence meetings with personnel of the Sub-Adviser to discuss the services provided by the Sub-Adviser under this Agreement.

9.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.

10.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.

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11.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 Drive
	Oaks, PA 19456
	Attention: Legal Department
To the Trust’s CCO at:	SEI Investments Management Corporation
	One Freedom Valley Drive
	Oaks, PA 19456
	Attention: Russ Emery
To the Sub-Adviser at:	PanAgora Asset Management Inc.
	260 Franklin Street 22nd Floor
	Boston, MA 02110
	Attention: Compliance Officer

12.Non-Hire/Non-Solicitation.  The Adviser and Sub-Adviser hereby agrees 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, the Adviser and Sub-Adviser shall not for any reason, directly or indirectly, on the Adviser or Sub-Adviser’s own behalf or on behalf of others, hire any person employed by the Adviser or Sub-Adviser, 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 Adviser and Sub-Adviser further agrees that, to the extent that the Adviser or Sub-Adviser breaches the covenant described in this paragraph, the Adviser or Sub-Adviser shall be entitled to pursue all appropriate remedies in law or equity.

13.Entire Agreement.  This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating 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.

In the event the terms of this Agreement are applicable to more than one portfolio of the Trust (for purposes of this Paragraph 13, each a “Fund”), the Adviser is entering into this Agreement with the Sub-Adviser on behalf of the respective Funds severally and not jointly, with the express intention that the provisions contained in each numbered

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paragraph hereof shall be understood as applying separately with respect to each Fund as if contained in separate agreements between the Adviser and Sub-Adviser for each such Fund.  In the event that this Agreement is made applicable to any additional Funds by way of a Schedule executed subsequent to the date first indicated above, provisions of such Schedule shall be deemed to be incorporated into this Agreement as it relates to such Fund so that, for example, the execution date for purposes of Paragraph 6 of this Agreement with respect to such Fund shall be the execution date of the relevant Schedule.

14.Miscellaneous.

(a)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 a Fund or the Trust.

(b)Where the effect of a requirement of the 1940 Act or Advisers 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.

15.Qualified Eligible Client Status.The Adviser represents and warrants that the Trust is a “Qualified Eligible Person” as defined in Rule 4.7 under the Commodity Exchange Act and consents, on behalf of the Trust, to its treatment as an exempt account under such Rule during the term of this Agreement.

PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT.

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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		PanAgora Asset Management Inc.
By:		By:
	/s/ Sofia A. Rosala		/s/ Louis X. Iglesias
Name:		Name:
	Sofia A. Rosala		Louis X. Iglesias
Title:		Title:
	Vice President		Chief Compliance Officer

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Schedule A

to the

Sub-Advisory Agreement

between

SEI Investments Management Corporation

and

PanAgora Asset Management Inc.

As of August 3, 2007

SEI INSTITUTIONAL INTERNATIONAL TRUST

Emerging Markets Equity Fund

11

Schedule B

to the

Sub-Advisory Agreement

between

SEI Investments Management Corporation

and

PanAgora Asset Management Inc.

As of August 3, 2007

Pursuant to Paragraph 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows:

SEI Institutional International Trust

Emerging Markets Equity Fund

The fee for the Emerging Markets Equity Fund will be calculated based on the average daily value of the Assets of the Fund managed by the Sub-Adviser aggregated with the average daily value of the assets of such other SEI mutual funds or accounts with similar mandates (i.e., emerging markets) as the Sub-Adviser may now or in the future agree to provide investment advisory/sub-advisory services.  For the avoidance of doubt, the term “similar mandates” does not include developed markets, domestic small cap, or international mandates.  The Emerging Markets Equity Fund’s fee will be its pro rata portion of the total fee calculated as set forth below:

x.xxx% on the first $xxx million of Assets;

x.xxx% on the next $xxx million of Assets;

x.xxx% on Assets over $xxx million.

Agreed and Accepted:

SEI Investments Management Corporation		PanAgora Asset Management Inc.
By:		By:
	/s/ Sofia A. Rosala		/s/ Louis X. Iglesias
Name:		Name:
	Sofia A. Rosala		Louis X. Iglesias
Title:		Title:
	Vice President		Chief Compliance Officer

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EX-99.B(D)(30)

Exhibit 99.B(d)(30)

INVESTMENT SUB-ADVISORY AGREEMENT

SEI INSTITUTIONAL INTERNATIONAL TRUST

AGREEMENT made as of this 21st day of March, 2007 between SEI Investments Management Corporation (the “Adviser”) and Fidelity International Investment Advisors (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, as amended, (the “Advisory Agreement”) with the Trust, pursuant to which the Adviser acts as investment adviser to the series of the Trust set forth on Schedule A attached hereto (the “Fund”), as such Schedule may be amended by mutual agreement of the parties hereto; 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.Appointment. The Adviser hereby appoints the Sub-Adviser to act as sub-adviser to the Fund for the periods and in the manner and on the terms set forth in this Agreement. The Sub-Adviser accepts such appointment for the compensation specified herein and agrees to furnish the services and to assume the obligations set forth in this Agreement. Each party hereby warrants that it has full power and authority to enter into this Agreement and to perform the services contemplated hereby without violation of applicable laws, rules and regulations, and agrees to notify the other party immediately in writing in the event that it is no longer lawfully able to continue to perform this Agreement.

2.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 the Fund’s prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:

(a)The Sub-Adviser shall, subject to Paragraph 2(b), 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.

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(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 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 (the “Code”), 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 Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with all federal securities laws. In executing Fund transactions and selecting brokers or dealers, the Sub-Adviser 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 (the “Exchange Act”)). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, 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 in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including 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) 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.

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(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 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 1940 Act. 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 concerning the Fund’s Assets and shall provide the Adviser with such information upon request of the Adviser. Nothing in this Agreement shall permit the Sub-Adviser to take or receive physical possession of the Assets.

(f)The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement. In addition, the Sub-Adviser will promptly notify the Adviser in the event that the Sub-Adviser becomes subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement or becomes the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority

(g)(i)Except under the circumstances set forth in subsection (ii), the Sub-Adviser shall not be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the securities held as Assets in the Fund. If the Sub-Adviser receives a misdirected proxy, it shall promptly forward such misdirected proxy to the Adviser.

(ii)The Sub-Adviser hereby agrees that upon 90 days’ prior written notice from the Adviser and on such terms reasonably agreeable to the Sub-Adviser, the Sub-Adviser shall assume responsibility for reviewing proxy solicitation materials and voting proxies in relation to the securities held as Assets in the Fund. As of the time the Sub-Adviser shall assume such responsibilities with respect to proxies under this sub-section (ii), the Adviser shall instruct the custodian and other parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser.

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(h)In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning transactions involving the Assets, except for purposes of complying with Rule 12d3-1(a) and (b) under the 1940 Act. The Sub-Adviser shall not provide investment advice with respect to any assets of the Fund other than the Assets.

(i)On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be sold or purchased. In such event, the Sub-Adviser will allocate securities so purchased or sold, as well as the expenses incurred in the transaction, in a manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients under the circumstances.

(j)The Sub-Adviser shall provide to the Adviser or the Board of Trustees such periodic and special reports, financial information, and such other information with regard to its affairs as the Adviser or Board of Trustees may reasonably request in order to fulfill their supervisory responsibilities in accordance with applicable provisions of federal and state laws, including the 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.

To the extent permitted by law, the services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any of the Sub-Adviser’s, officers, employees or affiliates; provided, however, that the use of such mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement.

3.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 instructions and directions of the Board of Trustees of the Trust, the requirements of the 1940 Act, the Code, and all other applicable federal and state laws and regulations, as each is amended from time to time.

4.Services Not Exclusive. The services furnished by the Sub-Adviser hereunder are deemed not to be exclusive, and the Sub-Adviser shall be free to furnish similar services to others so long as it services under this Agreement are not impaired thereby. The Sub-Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their clients which may differ from advice given, or the

4

timing or nature of action taken, with respect to the Fund. Nothing in this Agreement shall be deemed to impose upon the Sub-Adviser any obligation to purchase or sell or to recommend for purchase or sale for the Fund any security or other property which the Sub-Adviser or its affiliates may purchase or sell for their own account or for the account of any other client so long as the Sub-Adviser has adopted policies and procedures reasonably designed to allocate investment opportunities among its clients on a fair and equitable basis over time and in a manner consistent with the investment objectives and related restrictions of each client’s account. Nothing in this Agreement shall limit or restrict the Sub-Adviser or its affiliates from trading for their own account so long as such trading does not adversely affect or otherwise impair the performance by the Sub-Adviser of its duties and obligations under this Agreement. To the extent consistent with its obligations under applicable law, including the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Sub-Adviser and its affiliates or other clients may have or trade in investments which are at the same time being traded for the Fund.

5.Delivery of Documents. The Adviser has furnished the Sub-Adviser with copies 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”); and

(c)Prospectus of the Fund.

6.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 daily value of the Assets under the Sub-Adviser’s management and will be paid to the Sub-Adviser quarterly. For the avoidance of doubt, notwithstanding the fact that the Agreement has not been terminated, no fee will be accrued under this Agreement with respect to any day that the value of the Assets under the Sub-Adviser’s management equals zero. Except as may otherwise be prohibited by law or regulation (including any then current SEC staff interpretation), the Sub-Adviser may, in its discretion and from time to time, waive a portion of its fee.

7.Standard of Care and Liability.

(a)The Sub-Adviser shall exercise its best judgment in rendering the services provided by it under this Agreement; provided, however that the Sub-Adviser shall not be subject to any liability under this Agreement for any error of judgment or any loss arising

5

out of any investment or other act or omission in the course of, connected with, or arising out of any service to be rendered under this Agreement, except by reason of willful misfeasance, fraud, bad faith or negligence in the performance or non-performance of the Sub-Adviser’s duties hereunder; by reason of reckless disregard by the Sub-Adviser of its duties hereunder; or any violation by the Sub-Adviser of any applicable federal or state law or regulation or any duty imposed under federal or state law. The U.S. securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the Adviser or the Fund may have under U.S. securities laws.

(b)The Adviser acknowledges that the Sub-Adviser does not guarantee, or provide any warranty or undertaking with respect to, the performance, tracking error or profitability of the Fund or the Assets.

(c)Except as may otherwise be provided under applicable law; including the 1940 Act and the Advisers Act, neither the Sub-Adviser nor its officers, employees, or agents shall be liable under this Agreement for the acts, omissions, errors of judgment and/or mistakes of law of the Fund’s custodian or any other person or entity that provides services to the Fund that is not a “control person” of the Sub-Adviser. For purposes of this Paragraph 7, the term “control person” means any natural person or entity that directly or indirectly controls, is controlled by, or is under common control with the Sub-Adviser.

(d)The Adviser shall not be subject to any liability under this Agreement for any error of judgment or any loss arising out of any investment or other act or omission in the course of, connected with, or arising out of any service to be rendered under this Agreement, except by reason of willful misfeasance, fraud, bad faith or negligence in the performance or non-performance of the Adviser’s duties hereunder; by reason of reckless disregard by the Adviser of its duties hereunder; or any violation by the Adviser of any applicable federal or state law or regulation or any duty imposed under federal or state law. The U.S. securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the Sub-Adviser may have under U.S. securities laws.

8.Indemnification.

(a)The Sub-Adviser shall indemnify and hold harmless the Adviser, its officers, employees, agents and each person who controls the Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney’s fees and other related expenses) howsoever arising from or in connection with the performance of the Sub-Adviser’s obligations under this Agreement; provided, however, that the Sub-Adviser’s obligation under this Paragraph 8(a) shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Adviser, is caused by or is otherwise directly related to the Adviser’s own willful misfeasance, bad faith or negligence, or to the reckless disregard of its duties under this Agreement.

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(b)The Adviser shall indemnify and hold harmless the Sub-Adviser, its officers, employees, agents and each person who controls the Sub-Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney’s fees and other related expenses) howsoever arising from or in connection with (i) the performance of the Adviser’s obligations under this Agreement, or (ii) any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission to state a material fact required to be stated therein to make the statements made not misleading in (1) the Prospectus or other Fund filing with the SEC, (2) any advertisement or sales literature authorized by the Trust or the Adviser for use in the offer and sale of shares of the Fund, or (3) any application or other document filed in connection with the qualification of the Trust or shares of the Fund under the Blue Sky or securities laws of any jurisdiction; provided, however, that the Adviser’s obligation under this Paragraph 8(b) shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Sub-Adviser, is caused by or is otherwise directly related to the Sub-Adviser’s own willful misfeasance, bad faith or negligence, or to the reckless disregard of its duties under this Agreement; provided, further that the Adviser’s obligation to indemnify the Sub-Adviser under this Paragraph 8(b) shall not apply to such claims, losses, liabilities or damages howsoever arising from, in connection with or based upon (a) information in any Prospectus or Fund filing that is provided to the Adviser or the Trust (or their agent) by the Sub-Adviser, its officers, employees or agents or their “control persons” or approved by the Sub-Adviser, its officers, employees or agents or their “control persons” (such information is referred to collectively herein as “Sub-Adviser Information”), or (b) any failure by the Sub-Adviser, its officers, employees or agents or their “control persons” to provide to the Adviser or the Trust (or their agent) additional information that would be required to make the Sub-Adviser Information not misleading. For purposes of this Paragraph 8(b), the term “control person” has the meaning given to such term in Paragraph 7.

9.Duration and Termination. This Agreement shall become effective upon approval by the Trust’s Board of Trustees and its execution by the parties hereto. Pursuant to the exemptive relief obtained in the SEC Order dated April 29, 1996, Investment Company Act Release No. 21921, approval of the Agreement by a majority of the outstanding voting securities of the Fund is not required, and the Sub-Adviser acknowledges that it and any other sub-adviser so selected and approved shall be without the protection (if any) 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

7

automatically and immediately in the event of its assignment, or in the event of a termination of the Advisory Agreement with the Trust. As used in this Paragraph 9, 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.

10.Compliance Program of the Sub-Adviser. The Sub-Adviser hereby represents and warrants that:

(a)in accordance with Rule 206(4)-7 under the Advisers Act, the Sub-Adviser has adopted and implemented and will maintain written policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons (as such term is defined in the Advisers Act) of the Advisers Act and the rules the SEC has adopted under the Advisers Act; and

(b)to the extent that the Sub-Adviser’s activities or services could affect the Fund, the Sub-Adviser has adopted and implemented and will maintain written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as such term is defined in Rule 38a-1 under the 1940 Act) by the Fund and the Sub-Adviser (the policies and procedures referred to in this Paragraph 10(b), along with the policies and procedures referred to in Paragraph 10(a), are referred to herein as the Sub-Adviser’s “Compliance Program”).

11.Reporting of Compliance Matters.

(a)The Sub-Adviser shall promptly provide to the Trust’s Chief Compliance Officer (“CCO”) the following documents:

(i)copies of all SEC examination correspondences, including correspondences regarding books and records examinations and “sweep” examinations, issued during the term of this Agreement, in which the SEC identified any concerns, issues or matters (such correspondences are commonly referred to as “deficiency letters”) relating to any aspect of the Sub-Adviser’s investment advisory business and the Sub-Adviser’s responses thereto;

(ii)a report of any material violations of the Sub-Adviser’s Compliance Program or any “material compliance matters” (as such term is defined in Rule 38a-1 under the 1940 Act) that have occurred with respect to the Sub-Adviser’s Compliance Program;

(iii)a report of any material changes to the policies and procedures that comprise the Sub-Adviser’s Compliance Program;

(iv)a copy of the Sub-Adviser’s chief compliance officer’s report (or similar document(s) which serve the same purpose) regarding his or her annual

8

review of the Sub-Adviser’s Compliance Program, as required by Rule 206(4)-7 under the Advisers Act; and

(v)an annual (or more frequently as the Trust’s CCO may reasonably request) representation regarding the Sub-Adviser’s compliance with Paragraphs 10 and 11 of this Agreement.

(b)The Sub-Adviser shall also provide the Trust’s CCO with:

(i)reasonable access to the testing, analyses, reports and other documentation, or summaries thereof, that the Sub-Adviser’s chief compliance officer relies upon to monitor the effectiveness of the implementation of the Sub-Adviser’s Compliance Program; and

(ii)reasonable access, during normal business hours, to the Sub-Adviser’s facilities for the purpose of conducting pre-arranged on-site compliance related due diligence meetings with personnel of the Sub-Adviser.

12.Confidentiality.

(a)Subject to the requirements of legal process and regulatory authority, each party hereto shall treat as confidential (i) any “non-public personal information” about any “consumer” or “customer” of another party (as such terms are defined in the Securities and Exchange Commission’s Regulation S-P); (ii) all information, books, records, and data supplied by one party to another party in connection with the negotiation or carrying out of this Agreement; and (iii) any other information reasonably identified as confidential in writing by the party providing the information (collectively referred to as “Confidential Information”). Each party agrees not to disclose, disseminate or utilize another party’s Confidential Information except: (i) as permitted by this Agreement; (ii) upon the written consent of such party; (iii) when the Confidential Information comes into the public domain through no fault of the party receiving the information; or (iv) as otherwise required or permitted under applicable law. Further, each party may disclose or provide access to its responsible employees, or other persons providing the services under this Agreement, who reasonably have a need to know and may make copies of Confidential Information only to the extent reasonably necessary to carry out its obligations hereunder or conduct its business as contemplated hereby.

(b)The Adviser acknowledges that it has been exposed, and may have ongoing access, to certain proprietary and Confidential Information regarding the Sub-Adviser’s investment management strategies, and the Adviser shall not use such propriety or Confidential Information other than in connection with the performance of its duties and responsibilities pursuant to this Agreement and the Advisory Agreement.

9

(c)Both parties acknowledge that a breach by one party of any of the provisions of this Paragraph 12 may cause irreparable harm to the other party for which money damages would not adequately compensate and, therefore, the parties agree that, in the event of such a breach, such other party will be entitled to injunctive relief, as well as such other relief as any court of competent jurisdiction deems appropriate for redress of any such breach.

13.Use of Name. Both parties acknowledge that the entry into this Agreement involves the reciprocal use of each other’s names, trade names, trademarks, service marks and/or logos (“Marks”) in certain circumstances; provided, however, that:

(a)Neither party shall use the Marks of the other in any documentation, advertising, marketing pieces or written materials of any kind or under any circumstances unless the parties enter into a separate licensing agreement regarding each party’s use of the Marks (“Trademark License Agreement”); provided, however, that a Trademark License Agreement is not required when the Sub-Adviser’s Marks are used (a) as required by applicable law, rule or regulation, in the Prospectus of the Fund or in Fund shareholder reports solely to identify the Sub-Adviser as a sub-adviser to the Fund; (b) in Adviser communications; provided, that the information regarding the Sub-Adviser contained in such communications is limited to information disclosed in materials provided by the Sub-Adviser to the Adviser or such other information specifically approved by the Sub-Adviser for such purpose; or (c) as may be otherwise specifically approved in writing by the Sub-Adviser prior to use.

(b)Each party shall obtain prior written authorization from the other party, such authorization not to be unreasonably withheld, for the use of such party’s Marks in any audio or visual advertising or promotional campaign, in the financial or other press or in any other way whatsoever, except for uses covered by Paragraph 13(a) or pursuant to the Trademark License Agreement.

(c)Each party undertakes to take, and bear its own costs relating to taking, all appropriate measures to ensure that the provisions of this Paragraph 13 are observed.

(d)Both parties acknowledge that a breach by one party of any of the provisions of this Paragraph 13 may cause irreparable harm to the other party for which money damages would not adequately compensate and, therefore, the parties agree that, in the event of such a breach, such other party will be entitled to injunctive relief, as well as such other relief as any court of competent jurisdiction deems appropriate for redress of any such breach.

14.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.

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15.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.

16.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 Drive
	Oaks, PA 19456
	Attention: Legal Department
To the Trust’s CCO at:	SEI Investments Management Corporation
	One Freedom Valley Drive
	Oaks, PA 19456
	Attention: Russ Emery
To the Sub-Adviser at:	Fidelity International Investment Advisors
	Pembroke Hall
	42 Crow Lane
	Pembroke, Bermuda HM19
	Attention: Caitlin Curtis

17.Amendment of Agreement. This Agreement may be amended only by written agreement of the Adviser and the Sub-Adviser and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder.

18.Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the Fund, and supersedes all prior agreements and understandings relating to this Agreement’s subject matter as it pertains to the Fund. 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.

In the event the terms of this Agreement are applicable to more than one portfolio of the Trust (for purposes of this Paragraph 18, each a “Fund”), the Adviser is entering into this Agreement with the Sub-Adviser on behalf of the respective Funds severally and not jointly, with the express intention that the provisions contained in each numbered paragraph hereof shall be understood as applying separately with respect to each Fund as if contained in separate agreements between the Adviser and Sub-Adviser for each such Fund. In the event that this Agreement is made applicable to any additional Funds by

11

way of a Schedule executed subsequent to the date first indicated above, provisions of such Schedule shall be deemed to be incorporated into this Agreement as it relates to such Fund so that, for example, the execution date for purposes of Paragraph 9 of this Agreement with respect to such Fund shall be the execution date of the relevant Schedule.

19.Survival. The provisions of Paragraph 8 (Indemnification), Paragraph 12 (Confidentiality), Paragraph 13 (Use of Name), Paragraph 14 (Governing Law)and Paragraph 19 (Survival) of this Agreement shall survive termination of this Agreement.

20.Headings. The headings and captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

21.Miscellaneous.

(a)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.

(b)Where the effect of a requirement of the 1940 Act or Advisers 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		Fidelity International Investment Advisors
By:		By:
	/s/ Timothy D. Barto		/s/ Allan Peluang
Name:		Name:
	Timothy D. Barto		Allan Peluang
Title:		Title:
	Vice President & Secretary		Director

12

Schedule A

to the

Sub-Advisory Agreement

between

SEI Investments Management Corporation

and

Fidelity International Investment Advisors

As of March 21, 2007

SEI INSTITUTIONAL INTERNATIONAL TRUST

International Fixed Income Fund

13

Schedule B

to the

Sub-Advisory Agreement

between

SEI Investments Management Corporation

and

Fidelity International Investment Advisors

As of March 21, 2007

Pursuant to Paragraph 6, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows:

SEI Institutional International Trust

International Fixed Income Fund x.xx %

Agreed and Accepted:

SEI Investments Management Corporation		Fidelity International Investment Advisors
By:		By:
	/s/ Timothy D. Barto		/s/ Allan Peluang
Name:		Name:
	Timothy D. Barto		Allan Peluang
Title:		Title:
	Vice President & Secretary		Director

14

EX-99.B(D)(31)

Exhibit 99.B(d)(31)

Schedule A

to the

Sub-Advisory Agreement

between

SEI Investments Management Corporation

and

AllianceBernstein L.P. (f/k/a Alliance Capital Management L.P.)

As of July 1, 2003, as amended January 11, 2006 and March 17, 2006

SEI INSTITUTIONAL INTERNATIONAL TRUST

International Equity Fund

International Fixed Income Fund

SEI Investments Management Corporation		AllianceBernstein L.P.
		By: Alliance Capital Management
		Corporation, its general partner
By:		By:
	/s/ Sofia A. Rosala		/s/ Louis T. Mangan
Name:		Name:
	Sofia A. Rosala		Louis T. Mangan
Title:		Title:
	Vice President & Assistant Secretary		Assistant Secretary

Schedule B

to the

Sub-Advisory Agreement

between

SEI Investments Management Corporation

and

AllianceBernstein L.P. (f/k/a Alliance Capital Management L.P.)

As of July 1, 2003, as amended January 11, 2006 and March     , 2006

Pursuant to Paragraph 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows:

SEI Institutional International Trust

International Equity Fund	x.xx	%
International Fixed Income Fund
For the period April 1, 2006 through June 30, 2006	x.xx	%
For the period after June 30, 2006	x.xx	%

Agreed and Accepted:

SEI Investments Management Corporation		AllianceBernstein L.P.
		By: Alliance Capital Management
		Corporation, its general partner
By:		By:
	/s/ Sofia A. Rosala		/s/ Louis T. Mangan
Name:		Name:
	Sofia A. Rosala		Louis T. Mangan
Title:		Title:
	Vice President & Assistant Secretary		Assistant Secretary

EX-99.B(I)

Exhibit 99.B(i)

1701 Market Street	Morgan, Lewis
Philadelphia, PA 19103-2921	& Bockius LLP
215-963-5000	Counselors at Law
Fax: 215-963-5001

January 25, 2008

SEI Institutional International Trust

One Freedom Valley Drive

Oaks, Pennsylvania 19456

Re:Opinion of Counsel regarding Post-Effective Amendment No. 44 to the Registration

Statement filed on Form N-1A under the Securities Act of 1933 (File No. 033-22821 and
811-05601).

Ladies and Gentlemen:

We have acted as counsel to SEI Institutional International Trust, a Massachusetts business trust (the “Trust”), in connection with the above-referenced Registration Statement (as amended, the “Registration Statement”) which relates to the Trust’s units of beneficial interest, without par value (collectively, the “Shares”). This opinion is being delivered to you in connection with the Trust’s filing of Post-Effective Amendment No. 44 to the Registration Statement (the “Amendment”) to be filed with the Securities and Exchange Commission pursuant to Rule 485(b) of the Securities Act of 1933 (the “1933 Act”). With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

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

(a)a certificate of the Commonwealth of Massachusetts as to the existence of the Trust, which is duly authorized and validly existing under the laws of the Commonwealth of Massachusetts;

(b)the Agreement and Declaration of Trust for the Trust and all amendments and supplements thereto (the “Declaration of Trust”);

(c)a certificate executed by Timothy D. Barto, Vice President and Secretary of the Trust, certifying as to, and attaching copies of, the Trust’s Declaration of Trust and By-Laws (the “By-Laws”), and certain resolutions adopted by the Board of Trustees of the Trust authorizing the issuance of the Shares; and

(d)a printer’s proof of the Amendment.

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

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

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

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

EX-99.(B)(J)

Exhibit 99.(B)(j)

Consent of Independent Registered Public Accounting Firm

The Board of Trustees

SEI Institutional International Trust:

We consent to the use of our report dated November 27, 2007, with respect to the financial statements of the International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Funds, four of the funds constituting SEI Institutional International Trust, (collectively, the “Funds”), as of September 30, 2007, incorporated herein by reference, and to the references to our firm under the heading “Financial Highlights” in the Prospectuses and in the introduction to, and under the heading “Experts” in the Statement of Additional Information.

	/s/ KPMG LLP
Philadelphia, Pennsylvania
January 24, 2008

EX-99.B(P)(1)

Exhibit 99.B(p)(1)

SEI INVESTMENTS MANAGEMENT CORPORATION

CODE OF ETHICS

A copy of this Code may be accessed on the SEI intranet site under the Corporate Governance section.

This is an important document. You should take the time to read it thoroughly before you submit the required annual certification.

Any questions regarding this Code of Ethics should be referred to a member of the SIMC Compliance Department

TABLE OF CONTENTS

I.	General Policy
II.	Code of Ethics
	A.	Purpose of Code
	B.	Employee Categories
	C.	Prohibitions and Restrictions
	D.	Pre-clearance of Personal Securities Transactions
	E.	Reporting Requirements
	F.	Detection and Reporting of Code Violations
	G.	Violations of the Code of Ethics
	H.	Confidential Treatment
	I.	Recordkeeping
	J.	Definitions Applicable to the Code of Ethics
III.	Exhibits – Code of Ethics Reporting Forms

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I. GENERAL POLICY

SEI Investments Management Corporation (“SIMC”) serves as investment adviser to investment companies and other asset management accounts (jointly “Investment Vehicles”). As an investment adviser, SIMC is subject to various U.S. securities laws and regulations governing the use of confidential information and personal securities transactions. This Code of Ethics (“Code”) was developed based on those laws and regulations, and sets forth the procedures and restrictions governing the personal securities transactions for SIMC personnel.

SIMC has a highly ethical business culture and expects that all personnel will conduct any personal securities transactions consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or abuse of a position of trust and responsibility. When an advisory employee invests for his or her own account, conflicts of interest may arise between a client’s and that employee’s interest. Such conflicts may include using of that employee’s advisory position to take advantage of available investment opportunities, taking an investment opportunity from a client for the employee’s own portfolio, or front-running, which occurs when an advisory employee trades in his or her personal account before making client transactions. As a fiduciary, SIMC owes a duty of loyalty to clients, which requires that an advisory employee must always place the interests of clients first and foremost and shall not take inappropriate advantage of his or her position. Thus, SIMC personnel must conduct themselves and their personal securities transactions in a manner that does not create conflicts of interest with the firm’s clients.

Pursuant to this Code, SIMC personnel, their family members, and other persons associated with SIMC will be subject to various pre-clearance and reporting standards for their personal securities transactions based on their status as defined by this Code. Therefore, it is important that every person pay special attention to the categories set forth to determine which provisions of this Code applies to him or her, as well as to the sections on restrictions, pre-clearance, and reporting of personal securities transactions.

Each person subject to this Code must read and retain a copy of this Code and agree to abide by its terms. Failure to comply with the provisions of this Code may result in the imposition of serious sanctions, including, but not limited to disgorgement of profits, penalties, dismissal, substantial personal liability and/or referral to regulatory or law enforcement agencies.

Please note that SIMC personnel are also subject to the Code of Conduct of SEI Investments Company, which is the parent company of SEI Investments Management Corporation, as well as to various other compliance policies and procedures governing the activities of SIMC and its personnel. The requirements and limitations of this Code of Ethics are in addition to any requirements or limitations contained in the Code of Conduct or in other compliance policies and procedures applicable to SIMC and its personnel. All employees are required to comply with the federal securities laws.

Any questions regarding this Code of Ethics should be directed to a member of the SIMC Compliance Department (Michael Brophy, telephone 610-676-2972 is the primary contact).

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II. CODE OF ETHICS

A. Purpose of Code

This Code was adopted pursuant to the provisions of Section 17(j) of the Investment Company Act of 1940 (“the 1940 Act”), as amended, and Rule 17j-1 thereunder, as amended, and Rule 204A-1 under the Investment Advisers Act of 1940 (“Advisers Act”), as amended. Those provisions of the U.S. securities laws are designed to prevent persons who are actively engaged in the management, portfolio selection or underwriting of registered investment companies and advising other investment advisory clients from participating in fraudulent, deceptive or manipulative acts, practices or courses of conduct in connection with the purchase or sale of securities held or to be acquired by such accounts. SIMC personnel will be subject to various pre-clearance and reporting requirements based on their responsibilities within SIMC and accessibility to certain information. Those functions are set forth in the categories below.

B. Employee Categories

1. Access Person:

Any director, officer or employee of SIMC and any other person who provides advice on behalf of SIMC and is subject to SIMC’s supervision and control, who, in connection with his or her regular functions or duties, (1) has access to nonpublic information regarding the purchase or sale of securities by any Investment Vehicle, or nonpublic information regarding the portfolio holdings of any Reportable Fund; or (2) is involved in making securities recommendations to any Investment Vehicle, or who has access to such recommendations that are nonpublic. This includes any person who directly oversees the performance of one or more sub-advisers for any Investment Vehicle for which SIMC acts as investment adviser or obtains or is able to obtain prior or contemporaneous information regarding the purchase or sale of Covered Securities by an Investment Vehicle.

2. Investment Person:

Any director, officer or employee of SIMC who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of Covered Securities by one or more Investment Vehicles or who is otherwise entrusted with responsibility and authority to make investment decisions regarding Covered Securities in one or more Investment Vehicles.

3. Associated Person:

Any director, officer or employee of SIMC, or any other person so designated by the SIMC Chief Compliance Officer, who does not fall within the above listed categories.

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4. Reporting Person:

Any Access Person or Investment Person.

C. Prohibitions and Restrictions

1.Prohibition Against Fraud, Deceit and Manipulation – All SIMC Directors, Officers and Reporting Persons

All SIMC directors, officers and Reporting Persons may not, directly or indirectly, in connection with the purchase or sale of a security held or to be acquired by an Investment Vehicle for which SIMC acts as an investment adviser:

(a) employ any device, scheme or artifice to defraud the Investment Vehicle;

(b) make to the Investment Vehicle any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

(c) engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Investment Vehicle; or

(d) engage in any manipulative practice with respect to the Investment Vehicle.

2.Excessive Trading of Mutual Fund Shares - All SIMC Directors, Officers and Reporting Persons

All SIMC directors, officers and Reporting Persons may not, directly or indirectly, engage in excessive short-term trading of shares of open-end funds within the SEI Family of Funds.(1)  For purposes of this section, a person’s trades shall be considered “excessive” if made in violation of any stated policy in the mutual fund’s prospectus or if the trading involves multiple short-term round trip trades in a Fund for the purpose of taking advantage of short-term market movements.

Note that the SEI Funds are Covered Securities. Trades in the SEI Funds do not have to be pre-cleared but do have to be reported in accordance with this Code. Trades in SEI Funds done through the SEI Capital Accumulation (401(k)) Plan and trades done through an employee account established at SEI Private Trust Company will be deemed to satisfy the reporting requirements of the Code. Any trades in SEI Funds done in a different channel must be reported to the SIMC Chief Compliance Officer or the designated SIMC Compliance Officer.

(1)  The SEI Family of Funds includes the following Trusts:  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.

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3.Personal Securities Restrictions

Access Persons:

•may not purchase or sell, directly or indirectly, any Covered Security within 24 hours before or after the time that the same Covered Security (including any equity related security of the same issuer such as preferred stock, options, warrants and convertible bonds) is being purchased or sold by any Investment Vehicle for which SIMC acts as investment adviser.

•may not acquire securities as part of an Initial Public Offering (“IPO”) without obtaining the written approval of the SIMC Chief Compliance Officer or the designated SIMC Compliance Officer before directly or indirectly acquiring a beneficial ownership in such securities.

•may not acquire a Beneficial Ownership interest in securities issued in a private placement transaction without obtaining prior written approval from the designated SIMC Compliance Officer.

•may not profit from the purchase and sale or sale and purchase of a Covered Security within 60 days of acquiring or disposing of Beneficial Ownership of that Covered Security. This prohibition does not apply to transactions resulting in a loss, or to futures or options on futures on broad-based securities indexes or U.S. Government securities. This prohibition also does not apply to transactions in the SEI Funds, which are separately covered under the “Excessive Trading of Mutual Fund Shares” discussed in Section II.C.2 above.

•may not serve on the board of directors of any publicly traded company.

Investment Persons:

•Subject to the same restrictions as an Access Person, except that an Investment Person may not purchase or sell, directly or indirectly, any Covered Security within 7 days before or after the time that the same Covered Security (including any equity related security of the same issuer such as preferred stock, options, warrants and convertible bonds) is being purchased or sold by any Investment Vehicle for which SIMC serves as investment adviser.

D. Pre-Clearance of Personal Securities Transactions

1. Transactions Required to be Pre-Cleared:

•Access and Investment Persons must pre-clear each proposed transaction in a Covered Security with a member of the SIMC Compliance Department (Mike Brophy) for all Accounts held in their names or in the names of others in which they hold a Beneficial Ownership interest. Note that, among other things, this means that these persons must pre-clear each proposed securities transaction by their spouse or domestic partner,

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minor children, and relatives who reside in the person’s household. No transaction in Covered Securities may be effected without prior written approval, except those set forth below in Section D.2 which lists the securities transactions that do not require pre-clearance.

•Associated Persons must pre-clear transactions with a member of the SIMC Compliance Department (Mike Brophy) only if the Associated Person knew or should have known at the time of the transaction that, during the 24 hour period immediately preceding or following the transaction, the Security was purchased or sold or was being considered for purchase or sale by any Investment Vehicle.

•the SIMC Compliance Department will keep a record of the approvals, and the rationale supporting, investments in IPOs and private placement transactions. This approval will be based upon a determination that the investment opportunity need not be reserved for Investment Vehicles, that the person is not being offered the opportunity due to his or her employment with SEI and other relevant factors on a case-by-case basis.

2. Transactions that do not have to be pre-cleared:

•purchases or sales over which the person pre-clearing the transactions (the “Pre-clearing Person”) has no direct or indirect influence or control;

•purchases, sales or other acquisitions of Covered Securities which are non-volitional on the part of the Pre-clearing Person or any Investment Vehicle, such as purchases or sales upon exercise or puts or calls written by Pre-clearing Person, sales from a margin account pursuant to a bona fide margin call, stock dividends, stock splits, mergers consolidations, spin-offs, or other similar corporate reorganizations or distributions;

•purchases or withdrawals made pursuant to an Automatic Investment Program; however, any transaction that overrides the preset schedule or allocations of the automatic investment plan must be reported in a quarterly transaction report;

•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 for such issuer; and

•acquisitions of Covered Securities through gifts or bequests.

3. Pre-clearance Procedures:

•All requests for pre-clearance of securities transactions must be submitted to SIMC Chief Compliance Officer or the designated SIMC Compliance Officer by using the SEI Automated Pre-Clearance Trading System.

•The following information must be provided for each request:

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a. Name, date, and phone extension;and

b. Transaction detail, i.e. whether the transaction is a buy or sell; the security name and security type; number of shares; price; date acquired if a sale; and whether the security is traded in a portfolio or Investment Vehicle, part of an initial public offering, or part of a private placement transaction.

•The SIMC Chief Compliance Officer or the designated SIMC Compliance Officer will notify the person whether the trading request is approved or denied through the SEI Automated Pre-Clearance Trading System.

•A Pre-clearance request should not be submitted for a transaction that the requesting person does not intend to execute.

•Pre-clearance trading authorization is valid from the time when approval is granted through the next business day. If the transaction is not executed within this period, an explanation of why the previous pre-cleared transaction was not completed must be submitted to the SIMC Compliance Department or entered into the SEI Automated Pre-Clearance Trading System. Also, Open and Limit Orders must be resubmitted for pre-clearance approval if not executed within the permitted time period.

•The SIMC Chief Compliance Officer or the designated SIMC Compliance Officer can grant exemptions from the personal trading restrictions in this Code (with the exception of pre-clearance obligations) upon determining that the transaction for which an exemption is requested would not result in a conflict of interest or violate any other policy embodied in this Code. Factors to be considered may include:  the discussion with the requesting person as to the background for the exemption request, the certification of the requesting person as to his or her lack of knowledge of transactions by Investment Vehicles for which SIMC serves as an investment adviser, the requesting person’s work role, the size and holding period of the person’s position in the security, the market capitalization of the issuer, the liquidity of the security, the reason for the requested transaction, the amount and timing of client trading in the same or a related security, and other relevant factors. The person granting the exemption must document all exemptions.

•The SIMC Compliance Department will maintain pre-clearance records and records of exemptions granted for 5 years.

E. Reporting Requirements

1.Duplicate Brokerage Statements (Reporting Persons)

•All Reporting Persons are required to instruct their broker/dealer to file duplicate statements with the SIMC Compliance Department at SEI Oaks.

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Statements must be filed for all Accounts (including those in which a Reporting Person has a Beneficial Ownership interest), except those that trade exclusively in open-end funds other than Reportable Funds, government securities or Automatic Investment Plans, and do not offer the ability to trade in Covered Securities. Failure of a broker/dealer to send duplicate statements will not excuse a violation of this Section.

•Sample letters instructing the broker/dealer firms to send the statements to SEI are attached in Exhibit 1 of this Code. If the broker/dealer requires a letter authorizing a SIMC employee to open an account, the permission letter may also be found in Exhibit 1. Please complete the necessary brokerage information and forward a signature ready copy to the SIMC Chief Compliance Officer or the designated SIMC Compliance Officer.

2.Initial Holdings Report (Reporting Persons)

•Within 10 days after becoming a Reporting Person, such Person must submit an Initial Holdings Report to the SIMC Chief Compliance Officer or the designated SIMC Compliance Officer disclosing every Covered Security, and every Reportable Fund, in which he or she has a direct or indirect Beneficial Ownership interest. Any person who returns the report late may be subject to the penalties in Section G regarding Code of Ethics violations.

•The following information must be provided on the report:

a. the title of the security;

b. the number of shares held;

c. the principal amount of the security;

d. the name of the broker, dealer, transfer agent bank or other location where the security is held; and

e. the date the report is submitted.

The information disclosed in the report should be current as of a date no more than 45 days prior to the date the person becomes an Access Person. If the above information is contained on the Reporting Person’s brokerage statement, the Reporting Person may attach the statement and sign the Initial Holdings Report.

•The Initial Holdings Report is attached as Exhibit 2 to this Code.

3.Quarterly Report of Securities Transactions (Reporting Persons)

•Each Reporting Person must submit quarterly transaction reports of the purchases and/or sales of Covered Securities in which such person has a direct or indirect Beneficial Ownership interest. The report will be provided to all of the above defined persons before the end of each quarter by the SIMC Chief Compliance Officer or the designated SIMC Compliance

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Person and must be completed and returned no later than 30 days after the end of each calendar quarter. Quarterly Transaction Reports that are not returned by the date they are due will be considered late and will be noted as violations of the Code of Ethics. Any person who repeatedly returns the reports late may be subject to the penalties in Section G regarding Code of Ethics violations.

•The following information must be provided on the report:

a. the date of the transaction, the description and number of shares, and the principal amount of each security involved;

b. whether the transaction is a purchase, sale or other acquisition or disposition;

c. the transaction price;

d. the name of the broker, dealer or bank through whom the transaction was effected;

e. a list of securities accounts opened during the quarterly including the name of the broker, dealer or bank and account number; and

f. the date the report is submitted.

•The Quarterly Report of Securities Transaction is attached as Exhibit 3 to this Code.

4.Annual Report of Securities Holdings (Reporting Persons)

•On an annual basis, each Reporting Person, must submit to the SIMC Chief Compliance Officer or the designated SIMC Compliance Officer an Annual Report of Securities Holdings that contains a list of all Covered Securities, and all Reportable Funds, in which he or she has a direct or indirect Beneficial Ownership interest.

•The following information must be provided on the report:

a. the title of the security;

b. the number of shares held;

c. the principal amount of the security;

d. the name of the broker, dealer, transfer agent, bank or other location where the security is held; and

e. the date the report is submitted.

The information disclosed in the report should be current as of a date no more than 45 days before the report is submitted. If the above information is contained on the Reporting Person’s brokerage statement, the Reporting Person may attach the statement and sign the annual holdings report.

•Annual Reports must be completed and returned to the SIMC Chief Compliance Officer or the designated SIMC Compliance Officer within 30 days after the end of the calendar year-end. Annual Reports that are not returned by the date they are due will be considered late and will be

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noted as violations of the Code of Ethics. Any person who repeatedly returns the reports late may be subject to the penalties in Section G regarding Code of Ethics violations.

•The Annual Report of Securities Holdings is attached as Exhibit 4 to this Code.

5.Annual Certification of Compliance – All SIMC Directors, Officers and Reporting Persons

•All directors, officers and Reporting Persons will be required to certify annually that they:

· have read the Code of Ethics;

· understand the Code of Ethics; and

· have complied with the provisions of the Code of Ethics.

•The SIMC Chief Compliance Officer or the designated SIMC Compliance Officer will send out the certifications to all directors, officers and Reporting Persons that must be completed and returned no later than 30 days after the end of the calendar year. Any person who repeatedly returns the forms late may be subject to the penalties in Section G regarding Code of Ethics violations.

•The Annual Certification of Compliance is attached as Exhibit 5 to this Code.

F. Detection and Reporting of Code Violations

1.The SIMC Chief Compliance Officer or the designated SIMC Compliance Officer will:

•review the personal securities transaction reports or duplicate statements filed by Reporting Persons and compare the reports or statements of the Investment Vehicles’ completed portfolio transactions. The review will be performed on a quarterly basis. If the SIMC Chief Compliance Officer or the designated SIMC Compliance Officer determines that a compliance violation may have occurred, the Compliance Officer will give the person an opportunity to supply explanatory material;

•prepare an Annual Issues and Certification Report to the Board of Trustees or Directors of any Investment Vehicle that is a registered investment company that: (1) describes the issues that arose during the year under this Code, including, but not limited to, material violations of and sanctions under the Code, and (2) certifies that SIMC has adopted procedures reasonably necessary to prevent its Reporting Persons from violating this Code;

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•prepare a written report to SIMC management outlining any violations of the Code together with recommendations for the appropriate penalties; and

•prepare a written report detailing any approval(s) granted for the purchase of securities offered in connection with an IPO or a private placement. The report must include the rationale supporting any decision to approve such a purchase.

2.An employee who in good faith reports illegal or unethical behavior will not be subject to reprisal or retaliation for making the report. Retaliation is a serious violation of this policy and any concern about retaliation should be reported immediately. Any person found to have retaliated against an employee for reporting violations will be subject to appropriate disciplinary action.

G. Violations of the Code of Ethics

1. Penalties:

•A person who violates the Code of Ethics may be subject to serious penalties, which may include:

·written warning;

·reversal of securities transactions;

·restriction of trading privileges;

·disgorgement of trading profits;

·fines;

·suspension or termination of employment; and/or

·referral to regulatory or law enforcement agencies.

2. Penalty Factors:

•Factors which may be considered in determining an appropriate penalty include, but are not limited to:

·the harm to clients;

·the frequency of occurrence;

·the degree of personal benefit to the person;

·the degree of conflict of interest;

·the extent of unjust enrichment;

·evidence of fraud, violation of law, or reckless disregard of a regulatory requirement; and/or

·the level of accurate, honest and timely cooperation from the person.

H. Confidential Treatment

•The SIMC Chief Compliance Officer or the designated SIMC Compliance Officer will use their best efforts to assure that all requests for pre-clearance, all personal securities reports and all reports for securities holdings are treated as personal and confidential. However, such

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documents will be available for inspection by appropriate regulatory agencies and other parties, such as counsel, within and outside SIMC as necessary to evaluate compliance with or sanctions under this Code.

I. Recordkeeping

•SIMC will maintain records relating to this Code of Ethics in accordance with Rule 31a-2 under the 1940 Act and Rule 204-2 of the Advisers Act. They will be available for examination by representatives of the Securities and Exchange Commission and other regulatory agencies.

•A copy of this Code that is, or at any time within the past five years has been, in effect will be preserved in an easily accessible place for a period of five years.

•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.

•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.

•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 for a period of at least five years from the end of the calendar year in which it is made.

•A record of any decision, and the reasons supporting the decision, to approve an Reporting Person’s acquisition of securities in an IPO or limited offering, for at least five years after the end of the fiscal year in which the approval is granted.

J. Definitions Applicable to the Code of Ethics

•Account - a securities trading account held by a person and by any such person’s spouse, minor children and adults residing in his or her household (each such person, an “immediate family member”); any trust for which the person is a trustee or from which the person benefits directly or indirectly; any partnership (general, limited or otherwise) of which the person is a general partner or a principal of the general partner; and any other account over which the person exercises investment discretion.

•Automatic Investment Plan – a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and

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allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

•Beneficial Ownership – Covered Security ownership in which a person has a direct or indirect financial interest. Generally, a person will be regarded as a beneficial owner of Covered Securities that are held in the name of:

a. a spouse or domestic partner;

b. a  child residing at home or attending college;

c. a relative who resides in the person’s household; or

d. any other person IF: (a) the person obtains from the securities benefits substantially similar to those of ownership (for example, income from securities that are held by a spouse); or (b) the person can obtain title to the securities now or in the future.

•Covered Security – except as noted below, includes any interest or instrument commonly known as a “security”, including notes, bonds, stocks (including closed-end funds), debentures, convertibles, preferred stock, security future, warrants, rights, and any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities. The term “Covered Securities” specifically includes the SEI Funds. See the definition of Reportable Funds below.

A “Covered Security” does not include (i) direct obligations of the U.S. Government, (ii) bankers’ acceptances, (iii) bank certificates of deposit, (iv) commercial paper and other high quality short-term debt instruments, including repurchase agreements, (v) shares issued by money market funds and (vi) shares issued by open-end investment companies other than a Reportable Fund.

•Initial Public Offering – an offering of securities for which a registration statement has not been previously filed with the U.S. SEC and for which there is no active public market in the shares.

•Purchase or sale of a Covered Security – includes the writing of an option to purchase or sell a security.

•Reportable Fund – Any non-money market fund for which SIMC serves as investment adviser or any fund for which SIDCO serves as principal underwriter.

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SEI INVESTMENTS MANAGEMENT CORPORATION

CODE OF ETHICS EXHIBITS

Exhibit 1	Account Opening Letters to Brokers/Dealers
Exhibit 2	Initial Holdings Report
Exhibit 3	Quarterly Transaction Report
Exhibit 4	Annual Securities Holdings Report
Exhibit 5	Annual Compliance Certification

EXHIBIT 1

Date:

Your Broker

street address

city, state   zip code

Re:	Your Name
	your S.S. number or account number

Dear Sir or Madam:

Please be advised that I am an employee of SEI Investments Management Corporation (“SIMC”)], a registered investment adviser. Please send duplicate statements only of this brokerage account to the attention of:

SEI Investments Management Corporation

Attn: Compliance Department

One Freedom Valley Drive

Oaks, PA  19456

This request is made pursuant to SIMC’s Code of Ethics.

Thank you for your cooperation.

Sincerely,

Your name

Date:

[Address]

Re:Employee Name

Account #

SS#

Dear Sir or Madam:

Please be advised that the above referenced person is an employee of SEI Investments Management Corporation (“SIMC”)], a registered investment adviser. We grant permission for him/her to open a brokerage account with your firm, provided that  you agree to send duplicate statements only of this employee’s brokerage account to:

SEI Investments Management Corporation

Attn: Compliance Department

One Freedom Valley Drive

Oaks, PA  19456

This request is made pursuant to SIMC’s Code of Ethics.

Thank you for your cooperation.

Sincerely,

SIMC Compliance Officer

EXHIBIT 2

SEI INVESTMENTS MANAGEMENT CORPORATION

INITIAL HOLDINGS REPORT

Name of Reporting Person:

Date Person Became Subject to the Code’s Reporting Requirements:

Information in Report Dated as of:

Date Report Due:

Date Report Submitted:

Securities Holdings

Name of Issuer and Title of
Security No. of Shares (if
applicable) Principal Amount,
Maturity Date and Interest
Rate (if applicable) Name of Broker, Dealer or Bank Where
Security Held

If you have no securities holdings to report, please check here. o

Securities Accounts

Name of Broker, Dealer or 
Bank Account Number Names on Account Type of Account

If you have no securities accounts to report, please check here. o

I certify that I have included on this report all securities holdings and accounts in which I have a direct or indirect beneficial interest and required to be reported pursuant to the Code of Ethics. I hereby declare that I will comply with the Code of Ethics.

Signature:	Date:
Received by:

EXHIBIT 3

SEI INVESTMENTS MANAGEMENT CORPORATION

QUARTERLY TRANSACTION REPORT

Transaction Record of Securities Directly or Indirectly Beneficially Owned

For the Quarter Ended              

Name:

Submission Date:

Securities Transactions

Date of 
Transaction Name of Issuer
and Title of
Security No. of Shares (if
applicable) Principal Amount,
Maturity Date and
Interest Rate (if
applicable) Type of
Transaction Price Name of
Broker, Dealer
or Bank
Effecting
Transaction

If you had no reportable transactions during the quarter, please check here. o

NOTE:  Trades in SEI Funds done through the SEI Capital Accumulation (401(k)) Plan and trades done through an employee account established at SEI Private Trust Company will be deemed to satisfy the reporting requirements of the Code and do not have to be reported here. Any trades in SEI Funds done in a different channel must be reported.

This report is required of all officers, directors and certain other persons under Rule 204A-1 of the Investment Advisers Act of 1940 and Rule 17j-1 of the Investment Company Act of 1940 and is subject to examination. Transactions in direct obligations of the U.S. Government need not be reported. In addition, persons need not report transactions in bankers’ acceptances, certificates of deposit, commercial paper, Automatic Investment Plans or open-end investment companies other than Reportable Funds. The report must be returned within 30 days of the applicable calendar quarter end. The reporting of transactions on this record shall not be construed as an admission that the reporting person has any direct or indirect beneficial ownership in the security listed.

Securities Accounts

If you established an account within the quarter, please provide the following information:

Name of Broker, Dealer or
Bank Account Number Names on Account Date Account was
Established Type of Account

If you did not establish a securities account during the quarter, please check here. o

By signing this document, I represent that all reported transactions were pre-cleared through the Compliance Department or the designated Compliance Officer in compliance with the SIMC Code of Ethics. In addition, I certify that I have included on this report all securities transactions and accounts required to be reported pursuant to the Policy.

Signature:

Received by:

EXHIBIT 4

SEI INVESTMENTS MANAGEMENT CORPORATION

ANNUAL SECURITIES HOLDINGS REPORT

As of December 31,

Name of Reporting Person:

Securities Holdings

Name of Issuer and Title of Security No. of Shares (if
applicable) Principal Amount, Maturity
and Interest Rate (if
applicable) Name of Broker, Dealer or Bank
Where Security Held

If you had no securities holding to report this year, please check here. o

Securities Accounts

If you established an account during the year, please provide the following information:

Name of Broker, Dealer or Bank Date Account was
Established Account
Number Names on Account Type of Account

If you have no securities accounts to report this year, please check here. o

I certify that the above list is an accurate and complete listing of all securities in which I have a direct or indirect beneficial interest.

Signature Date Received by

Note:  Do not report holdings of U.S. Government securities, bankers’ acceptances, certificates of deposit, commercial paper and mutual funds other than Reportable Funds.

EXHIBIT 5

SEI INVESTMENTS MANAGEMENT CORPORATION

CODE OF ETHICS

ANNUAL COMPLIANCE CERTIFICATION

Please return the signed form via email or

interoffice to Michael Brophy – Meadowlands Two

1.I hereby acknowledge receipt of a copy of the Code of Ethics.

2.I have read and understand the Code of Ethics and recognize that I am subject thereto. In addition, I have raised any questions I may have on the Code of Ethics with the SIMC Chief Compliance Officer and have received a satisfactory response[s].

3.For all securities/accounts beneficially owned by me, I hereby declare that I have complied with the terms of the Code of Ethics during the prior year.

Print Name:

Signature:

Date:

Received by SIMC:

EX-99.B(P)(3)

Exhibit 99.B(p)(3)

SEI INVESTMENTS GLOBAL FUNDS SERVICES

CODE OF ETHICS

A copy of this Code may be accessed on the SEI intranet site under the Corporate Governance section.

This is an important document. You should take the time to read it thoroughly before you submit the required annual certification.

Any questions regarding this Code of Ethics should be referred to a member of the SEI Compliance Department.

January 2006

TABLE OF CONTENTS

I.	General Policy
II.	Code of Ethics
	A.	Purpose of Code
	B.	Employee Categories
	C.	Prohibitions and Restrictions
	D.	Pre-clearance of Personal Securities Transactions
	E.	Reporting Requirements
	F.	Detection and Reporting of Code Violations
	G.	Violations of the Code of Ethics
	H.	Confidential Treatment
	I.	Recordkeeping
	J.	Definitions Applicable to the Code of Ethics
III.	Exhibits – Code of Ethics Reporting Forms

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I. GENERAL POLICY

SEI Investments Global Funds Services (“SIGFS”) provides fund accounting and administration services to investment companies that are registered under the Investment Company Act of 1940. As used herein, “Investment Vehicle” refers to any registered investment company for which SEI provides fund administration or accounting services. In addition, certain employees of SEI or their affiliates serve as directors and/or officers of certain Investment Vehicles. This Code of Ethics (“Code”) sets forth the procedures and restrictions governing the personal securities transactions for SEI personnel.

SEI has a highly ethical business culture and expects that all personnel will conduct any personal securities transactions consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or abuse of a position of trust and responsibility. Thus, SEI personnel must conduct themselves and their personal securities transactions in a manner that does not create conflicts of interest with the firm’s clients.

Pursuant to this Code, certain SEI personnel, their family members, and other persons associated with SEI will be subject to various requirements for their personal securities transactions based on their status as defined by this Code. Therefore, it is important that every person pay special attention to the categories set forth to determine which provisions of this Code applies to him or her, as well as to the sections on restrictions, pre-clearance, and reporting of personal securities transactions.

Each person subject to this Code must read and retain a copy of this Code and agree to abide by its terms. Failure to comply with the provisions of this Code may result in the imposition of serious sanctions, including, but not limited to disgorgement of profits, penalties, dismissal, substantial personal liability and/or referral to regulatory or law enforcement agencies.

Please note that SEI personnel are also subject to the Code of Conduct of SEI Investments Company, which is the parent company of SIGFS. The requirements and limitations of this Code of Ethics are in addition to any requirements or limitations contained in the Code of Conduct. In addition, employees of SIGFS are subject to all other applicable compliance policies and procedures adopted by those entities. All employees are required to comply with federal securities laws.

Any questions regarding this Code of Ethics should be directed to a member of the SEI Compliance Department (Michael Brophy, telephone 610-676-2972 is the primary contact).

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II. CODE OF ETHICS

A. Purpose of Code

This Code is intended to conform to the provisions of Section 17(j) of the Investment Company Act of 1940 (“the 1940 Act”), as amended, and Rule 17j-1 thereunder, as amended, to the extent applicable to SEI’s role as fund accountant and administrator to Investment Vehicles. Those provisions of the U.S. securities laws are designed to prevent persons who are actively engaged in the management, portfolio selection or underwriting of registered investment companies from participating in fraudulent, deceptive or manipulative acts, practices or courses of conduct in connection with the purchase or sale of securities held or to be acquired by such accounts. Certain SEI personnel will be subject to various requirements based on their responsibilities within SEI and accessibility to certain information. Those functions are set forth in the categories below.

B. Employee Categories

1. Access Person:

(A) Any director, officer or employee of SEI or their affiliates who serves as a director or officer of an Investment Vehicle; and

(B) Any director, officer or employee of SEI who, in connection with his or her regular functions or duties, obtains information concerning recommendations to an Investment Vehicle with regard to the purchase or sale of Covered Securities, or obtains prior or contemporaneous information regarding the purchase or sale of Covered Securities by an Investment Vehicle.

2. Administration Personnel:

Any director, officer or employee of SEI whose principal function or duties relate to the provision of fund accounting or fund administration services by SEI to any Investment Vehicle, and who is not an Access Person.

C. Prohibitions and Restrictions

1.Prohibition Against Fraud, Deceit and Manipulation

Access Persons and Administration Personnel may not, directly or indirectly, in connection with the purchase or sale of a security held or to be acquired by an Investment Vehicle:

(a) employ any device, scheme or artifice to defraud the Investment Vehicle for which SEI provides fund accounting or administration services;

(b) make to the Investment Vehicle any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

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(c) engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Investment Vehicle; or

(d) engage in any manipulative practice with respect to the Investment Vehicle.

2.Excessive Trading of Mutual Fund Shares

Access Persons and Administration Personnel may not, directly or indirectly, engage in excessive short-term trading of shares of Investment Vehicles, except for money market funds. Exhibit 6 hereto provides a list of the Investment Vehicles for which SEI provided such services. For purposes of this section, a person’s trades shall be considered “excessive” if made in violation of any stated policy in the mutual fund’s prospectus or if the trading involves multiple short-term round trip trades in a Fund for the purpose of taking advantage of short-term market movements.

D. Pre-Clearance of Personal Securities Transactions

1. Transactions Required to be Pre-Cleared:

•Access Persons and Administration Personnel must pre-clear with the SEI Compliance Officer or the designated representative of the SEI Compliance Department a proposed transaction in a Covered Security if he or she has actual knowledge at the time of the transaction that, during the 24 hour period immediately preceding or following the transaction, the Covered Security was purchased or sold or was being considered for purchase or sale by any Investment Vehicle. The pre-clearance obligation applies to all Accounts held in the person’s name or in the name of others in which they hold a Beneficial Ownership interest. Note that, among other things, this means that these persons must pre-clear such proposed securities transactions by their spouse or domestic partner, minor children, and relatives who reside in the person’s household. No transaction in Covered Securities may be effected without prior written approval, except those set forth below in Section D.2 which lists the securities transactions that do not require pre-clearance.

•The SEI Compliance Officer or designated representative of the SEI Compliance Department may authorize a Pre-clearing Person to conduct the requested trade upon determining that the transaction for which pre-clearance is requested would not result in a conflict of interest or violate any other policy embodied in this Code. Factors to be considered may include:  the discussion with the requesting person as to the background for the exemption request, the requesting person’s work role, the size and holding period of the requesting person’s position in the security, the market capitalization of the issuer, the liquidity of the security, the reason for the requesting person’s requested transaction, the amount and timing of client trading in the same or a related security, and other relevant factors. The person granting the authorization must document the basis for the authorization.

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2. Transactions that do no have to be pre-cleared:

•purchases or sales over which the person pre-clearing the transactions (the “Pre-clearing Person”) has no direct or indirect influence or control;

•purchases, sales or other acquisitions of Covered Securities which are non-volitional on the part of the Pre-clearing Person or any Investment Vehicle, such as purchases or sales upon exercise or puts or calls written by Pre-clearing Person, sales from a margin account pursuant to a bona fide margin call, stock dividends, stock splits, mergers consolidations, spin-offs, or other similar corporate reorganizations or distributions;

•purchases or withdrawals made pursuant to an Automatic Investment Program; however, any transaction that overrides the preset schedule or allocations of the automatic investment plan must be reported in a quarterly transaction report;

•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 for such issuer; and

•acquisitions of Covered Securities through gifts or bequests.

3. Pre-clearance Procedures:

•All requests for pre-clearance of securities transactions must be submitted to the SEI Compliance Officer or designated representative of the SEI Compliance Department by using the SEI Automated Pre-Clearance Trading system.

•The following information must be provided for each request:

a. Name, date, phone extension and job title; and

b. Transaction detail, i.e. whether the transaction is a buy or sell; the security name and security type; number of shares; price; date acquired if a sale; and whether the security is traded in a portfolio or Investment Vehicle, part of an initial public offering, or part of a private placement transaction.

•The SEI Compliance Officer or designated representative of the SEI Compliance Department will notify the requesting person whether the trading request is approved or denied through the SEI Automated Pre-Clearance Trading system.

•A Pre-clearance Request should not be submitted for a transaction that the requesting person does not intend to execute.

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•Pre-clearance trading authorization is valid from the time when approval is granted through the next business day. If the transaction is not executed within this period, an explanation of why the previous pre-cleared transaction was not completed must be submitted to the SEI Compliance department or entered into the SEI Automated Pre-clearance Trading system. Also, Open and Limit Orders must be resubmitted for pre-clearance approval if not executed within the permitted time period.

•The SEI Compliance Officer or designated representative of the SEI Compliance Department can grant exemptions from the personal trading restrictions in this Code (with the exception of pre-clearance obligations) upon determining that the transaction for which an exemption is requested would not result in a conflict of interest or violate any other policy embodied in this Code. Factors to be considered may include:  the discussion with the requesting person as to the background for the exemption request, the certification of the requesting person as to his or her lack of knowledge of transactions by Investment Vehicles for which SEI provides fund accounting or administration services, the requesting person’s work role, the size and holding period of the person’s position in the security, the market capitalization of the issuer, the liquidity of the security, the reason for the requested transaction, the amount and timing of client trading in the same or a related security, and other relevant factors. The person granting the exemption must document all exemptions.

•The SEI Compliance Department will maintain pre-clearance records and records of exemptions granted for 5 years.

E. Reporting Requirements

Note:  For purposes of the reporting obligations below, please keep in mind that, in addition to other investment companies for which we provide services, the SEI Funds (excluding money market funds) meet the definition of Reportable Funds and, therefore, are Covered Securities.(1)  Trades in SEI Funds done through the SEI Capital Accumulation (401(k)) Plan and trades done through an employee account established at SEI Private Trust Company will be deemed to satisfy the reporting requirements of the Code. You do not need to report separately with respect to those accounts. However, any trades in SEI Funds done in a different channel must be reported to the SEI Compliance Officer or the designated representative of the SEI Compliance Department.

1.Duplicate Brokerage Statements (Access Persons)

•    All Access Persons are required to instruct their broker/dealer to file duplicate statements with the SEI Compliance Department at SEI Oaks. Statements must be filed for all Accounts (including those in which the person has a Beneficial Ownership interest), except those

(1) The SEI Family of Funds includes the following Trusts:  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.

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that trade exclusively in open-end funds other than Reportable Funds, government securities or Automatic Investment Plans and do not offer the ability to trade in Covered Securities. Failure of a broker/dealer to send duplicate statements will not excuse a violation of this Section.

•Sample letters instructing the broker/dealer firms to send the statements to SEI are attached in Exhibit 1 of this Code. If the broker/dealer requires a letter authorizing a SEI employee to open an account, the permission letter may also be found in Exhibit 1. Please complete the necessary brokerage information and forward a signature ready copy to the SEI Compliance Officer.

•If no such duplicate statement can be supplied, the employee should contact the SEI Compliance Department.

2.Initial Holdings Report (Access Persons)

•All Access Persons must submit an Initial Holdings Report to the SEI Compliance Officer or designated representative of the SEI Compliance Department disclosing every Covered Security, including Reportable Funds, beneficially owned directly or indirectly by such person within 10 days of becoming an Access Person. Any person who returns the report late may be subject to the penalties in Section G regarding Code of Ethics violations.

•The following information must be provided on the report:

a. the title of the security;

b. the number of shares held;

c. the principal amount of the security;

d. the name of the broker, dealer, transfer agent; bank or other location where the security is held; and

e. the date the report is submitted.

The information disclosed in the report should be current as of a date no more than 45 days prior to the date the person becomes an Access Person. If the above information is contained on the Access Person’s brokerage statement, he or she may attach the statement and sign the Initial Holdings Report.

•The Initial Holdings Report is attached as Exhibit 2 to this Code.

3.Quarterly Report of Securities Transactions (Access Persons)

•Access Persons must submit quarterly transaction reports of the purchases and/or sales of Covered Securities in which such persons have a direct or indirect Beneficial Ownership interest. The report will be provided to all of the above defined persons before the end of each quarter by the SEI Compliance Officer or designated representative of

8

the SEI Compliance Department and must be completed and returned no later than 30 days after the end of each calendar quarter. Quarterly Transaction Reports that are not returned by the date they are due will be considered late and will be noted as violations of the Code of Ethics. Any person who repeatedly returns the reports late may be subject to the penalties in Section G regarding Code of Ethics violations.

•The following information must be provided on the report:

a. the date of the transaction, the description and number of shares, and the principal amount of each security involved;

b. whether the transaction is a purchase, sale or other acquisition or disposition;

c. the transaction price;

d. the name of the broker, dealer or bank through whom the transaction was effected;

e. a list of securities accounts opened during the quarterly including the name of the broker, dealer or bank and account number; and

f. the date the report is submitted.

•The Quarterly Report of Securities Transaction is attached as Exhibit 3 to this Code.

4.Annual Report of Securities Holdings (Access Persons)

•On an annual basis, all Access Persons must submit to the SEI Compliance Officer or designated representative of the SEI Compliance Department an Annual Report of Securities Holdings that contains a list of all Covered Securities, including Reportable Funds, in which they have any direct or indirect Beneficial Ownership interest.

•The following information must be provided on the report:

a. the title of the security;

b. the number of shares held;

c. the principal amount of the security;

d. the name of the broker, dealer, transfer agent, bank or other location where the security is held; and

e. the date the report is submitted.

The information disclosed in the report should be current as of a date no more than 45 days before the report is submitted. If the above information is contained on the Access Person’s brokerage statement, he or she may attach the statement and sign the annual holdings report.

•Annual Reports must be completed and returned to the SEI Compliance Officer or designated representative of the SEI

9

Compliance Department within 30 days after the end of the calendar year-end. Annual Reports that are not returned by the date they are due will be considered late and will be noted as violations of the Code of Ethics. Any person who repeatedly returns the reports late may be subject to the penalties in Section G regarding Code of Ethics violations.

•The Annual Report of Securities Holdings is attached as Exhibit 4 to this Code.

 5.Annual Certification of Compliance

•All Access Persons and Administration Personnel will be required to certify annually that they:

· have read the Code of Ethics;

· understand the Code of Ethics; and

· have complied with the provisions of the Code of Ethics.

•The SEI Compliance Officer or designated representative from the SEI Compliance Department will send out the certifications to all Access Persons and Administration Personnel that must be completed and returned no later than 30 days after the end of the calendar year. Any person who repeatedly returns the forms late may be subject to the penalties in Section G regarding Code of Ethics violations.

•The Annual Certification of Compliance is attached as Exhibit 5 to this Code.

6.Exception to Reporting Requirements

•An Access Person who is subject to the Code of Ethics of an affiliate of SEI (“Affiliate Code”), and who pursuant to the Affiliate Code submits reports consistent with the reporting requirements of paragraphs 1 through 4 above, will not be required to submit such reports under this Code.

F. Detection and Reporting of Code Violations

1.The SEI Compliance Officer or designated representative of the SEI Compliance Department will:

•review the personal securities transaction reports or duplicate statements filed by Access Persons and compare the reports or statements of the Investment Vehicles’ completed portfolio transactions. The review will be performed on a quarterly basis. If the SEI Compliance Officer or the designated representative of the SEI Compliance Department determines that a compliance violation may

10

have occurred, the Officer will give the person an opportunity to supply explanatory material;

•prepare an Annual Issues and Certification Report to the Board of Trustees or Directors of any Investment Vehicle that (1) describes the issues that arose during the year under this Code, including, but not limited to, material violations of and sanctions under the Code, and (2) certifies that SEI has adopted procedures reasonably necessary to prevent its Access Persons from violating this Code;

•prepare a written report to SEI management outlining any violations of the Code together with recommendations for the appropriate penalties; and

•prepare a written report detailing any approval(s) granted for the purchase of securities offered in connection with an IPO or a private placement. The report must include the rationale supporting any decision to approve such a purchase.

2.An employee who in good faith reports illegal or unethical behavior will not be subject to reprisal or retaliation for making the report. Retaliation is a serious violation of this policy and any concern about retaliation should be reported immediately. Any person found to have retaliated against an employee for reporting violations will be subject to appropriate disciplinary action.

G. Violations of the Code of Ethics

1. Penalties:

•Persons who violate the Code of Ethics may be subject to serious penalties, which may include:

•written warning;

•reversal of securities transactions;

•restriction of trading privileges;

•disgorgement of trading profits;

•fines;

•suspension or termination of employment; and/or

•referral to regulatory or law enforcement agencies.

2. Penalty Factors:

•Factors which may be considered in determining an appropriate penalty include, but are not limited to:

•the harm to clients;

•the frequency of occurrence;

•the degree of personal benefit to the employee;

•the degree of conflict of interest;

•the extent of unjust enrichment;

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•evidence of fraud, violation of law, or reckless disregard of a regulatory requirement; and/or

•the level of accurate, honest and timely cooperation from the employee.

H. Confidential Treatment

•The SEI Compliance Officer or designated representative from the SEI Compliance Department will use their best efforts to assure that all requests for pre-clearance, all personal securities reports and all reports for securities holding are treated as personal and confidential. However, such documents will be available for inspection by appropriate regulatory agencies and other parties, such as counsel, within and outside SEI as necessary to evaluate compliance with or sanctions under this Code.

I. Recordkeeping

•SEI will maintain records relating to this Code of Ethics in accordance with Rule 31a-2 under the 1940 Act. They will be available for examination by representatives of the Securities and Exchange Commission and other regulatory agencies.

•A copy of this Code that is, or at any time within the past five years has been, in effect will be preserved in an easily accessible place for a period of five years.

•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.

•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.

•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 for a period of at least five years from the end of the calendar year in which it is made.

J. Definitions Applicable to the Code of Ethics

•Account - a securities trading account held by a person and by any such person’s spouse, minor children and adults residing in his or her household (each such person, an “immediate family member”); any trust for which the person is a trustee or from which the person benefits directly or indirectly; any partnership (general, limited or otherwise) of which the person is a

12

general partner or a principal of the general partner; and any other account over which the person exercises investment discretion.

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

•Beneficial Ownership – Covered Security ownership in which a person has a direct or indirect financial interest. Generally, a person will be regarded as a beneficial owner of Covered Securities that are held in the name of:

a. a spouse or domestic partner;

b. a  child residing at home or attending college;

c. a relative who resides in the person’s household; or

d. any other person IF: (a) the person obtains from the securities benefits substantially similar to those of ownership (for example, income from securities that are held by a spouse); or (b) the person can obtain title to the securities now or in the future.

•Covered Security – except as noted below, includes any interest or instrument commonly known as a “security”, including notes, bonds, stocks (including closed-end funds), debentures, convertibles, preferred stock, security future, warrants, rights, and any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities. Reportable Funds (which include SEI Funds) are “Covered Securities.”  See the definition of Reportable Funds below.

A “Covered Security” does not include (i) direct obligations of the U.S. Government, (ii) bankers’ acceptances, (iii) bank certificates of deposit, (iv) commercial paper and other high quality short-term debt instruments, including repurchase agreements, (v) shares issued by money market funds and (vi) shares issued by open-end investment companies other than a Reportable Fund.

•Initial Public Offering – an offering of securities for which a registration statement has not been previously filed with the U.S. SEC and for which there is no active public market in the shares.

•Investment Vehicle – a registered investment company for which SEI provides fund administration or accounting services. A list of Investment Vehicles is provided as Exhibit 6 hereto. Please note that this list includes the SEI Funds.

•Purchase or sale of a Covered Security – includes the writing of an option to purchase or sell a security.

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•Reportable Fund – Any Investment Vehicle other than a money market fund.

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SEI INVESTMENTS GLOBAL FUNDS SERVICES

SEI INVESTMENTS FUNDS MANAGEMENT

CODE OF ETHICS EXHIBITS

Exhibit 1	Account Opening Letters to Brokers/Dealers
Exhibit 2	Initial Holdings Report
Exhibit 3	Quarterly Transaction Report
Exhibit 4	Annual Securities Holdings Report
Exhibit 5	Annual Compliance Certification
Exhibit 6	List of Investment Vehicles

January 2006

EXHIBIT 1

Date:

Your Broker

street address

city, state   zip code

Re:	Your Name
	your S.S. number or account number

Dear Sir or Madam:

Please be advised that I am an employee of SEI Investments Global Funds Services. Please send duplicate statements only of this brokerage account to the attention of:

SEI Investments Global Funds Services

Attn: The Compliance Department

One Freedom Valley Drive

Oaks, PA  19456

This request is made pursuant to SEI’s Code of Ethics.

Thank you for your cooperation.

Sincerely,

Your name

Date:

[Address]

Re:Employee Name

Account #

SS#

Dear Sir or Madam:

Please be advised that the above referenced person is an employee of SEI Investments Global Funds Services. We grant permission for him/her to open a brokerage account with your firm, provided that you agree to send duplicate statements only of this employee’s brokerage account to:

SEI Investments Global Funds Services

Attn: The Compliance Department

One Freedom Valley Drive

Oaks, PA  19456

This request is made pursuant to SEI’s Code of Ethics.

Thank you for your cooperation.

Sincerely,

SEI Compliance Officer

EXHIBIT 2

SEI INVESTMENTS GLOBAL FUNDS SERVICES

INITIAL HOLDINGS REPORT

Name of Reporting Person:

Date Person Became Subject to the Code’s Reporting Requirements:

Information in Report Dated as of:

Date Report Due:

Date Report Submitted:

Securities Holdings

Name of Issuer and Title of
Security No. of Shares (if
applicable) Principal Amount, Maturity Date
and Interest Rate (if applicable) Name of Broker, Dealer or Bank Where
Security Held

If you have no securities holdings to report, please check here.  o

Securities Accounts

Name of Broker, Dealer or Bank Account Number Names on Account Type of Account

If you have no securities accounts to report, please check here. o

I certify that I have included on this report all securities holdings and accounts in which I have a direct or indirect beneficial interest and required to be reported pursuant to the Code of Ethics. I hereby declare that I will comply with the Code of Ethics.

January 2006

Signature:	Date:
Received by:

EXHIBIT 3

January 2006

SEI INVESTMENTS GLOBAL FUNDS SERVICES

QUARTERLY TRANSACTION REPORT

Transaction Record of Securities Directly or Indirectly Beneficially Owned

For the Quarter Ended                

Name:

Submission Date:

Securities Transactions

Date of
Transaction Name of Issuer
and Title of
Security No. of Shares (if
applicable) Principal Amount,
Maturity Date and
Interest Rate (if
applicable) Type of
Transaction Price Name of
Broker, Dealer
or Bank
Effecting
Transaction

If you had no reportable transactions during the quarter, please check here. o

NOTE:  Trades in SEI Funds done through the SEI Capital Accumulation (401(k)) Plan and trades done through an employee account established at SEI Private Trust Company will be deemed to satisfy the reporting requirements of the Code and do not have to be reported here. Any trades in SEI Funds done in a different channel must be reported.

This report is required of all officers, directors and certain other persons under Rule 17j-1 of the Investment Company Act of 1940 and is subject to examination. Transactions in direct obligations of the U.S. Government need not be reported. In addition, persons need not report transactions in bankers’ acceptances, certificates of deposit, commercial paper or open-end investment companies other than Reportable Funds. The report must be returned within 30 days of the applicable calendar quarter end. The reporting of transactions on this record shall not be construed as an admission that the reporting person has any direct or indirect beneficial ownership in the security listed.

Securities Accounts

If you established an account within the quarter, please provide the following information:

Name of Broker, Dealer or
Bank Account Number Names on Account Date Account was
Established Type of Account

If you did not establish a securities account during the quarter, please check here. o

By signing this document, I represent that all reported transactions were pre-cleared through the Compliance Department or the designated Compliance Officer in compliance with the SEI Code of Ethics. In addition, I certify that I have included on this report all securities transactions and accounts required to be reported pursuant to the Policy.

Signature:

Received by:

EXHIBIT 4

SEI INVESTMENTS GLOBAL FUNDS SERVICES

ANNUAL SECURITIES HOLDINGS REPORT

As of December 31,

Name of Reporting Person:

Securities Holdings

Name of Issuer and Title of Security No. of Shares (if
applicable) Principal Amount, Maturity
Date and Interest Rate (if
applicable) Name of Broker, Dealer
or Bank Where Security
Held

If you had no securities holding to report this year, please check here. o

Securities Accounts

If you established an account within the year, please provide the following information:

Name of Broker, Dealer or Bank Date Account was
Established Account
Number Names on Account Type of Account

If you have no securities accounts to report this year, please check here. o

I certify that the above list is an accurate and complete listing of all securities in which I have a direct or indirect beneficial interest.

Signature	Received by
Date

Note:  Do not report holdings of U.S. Government securities, bankers’ acceptances, certificates of deposit, commercial paper and mutual funds other than Reportable Funds.

EXHIBIT 5

SEI INVESTMENTS GLOBAL FUNDS SERVICES

RULE 17J-1 CODE OF ETHICS

ANNUAL COMPLIANCE CERTIFICATION

Please return the signed form via email or interoffice the form to SEI Compliance Department – Meadowlands Two

1.I hereby acknowledge receipt of a copy of the Code of Ethics.

2.I have read and understand the Code of Ethics and recognize that I am subject thereto. In addition, I have raised any questions I may have on the Code of Ethics with the SEI Compliance Officer and have received a satisfactory response[s].

3.For all securities/accounts beneficially owned by me, I hereby declare that I have complied with the terms of the Code of Ethics during the prior year.

Print Name:

Signature:

Date:

Received by SEI:

EXHIBIT 6

Investment Vehicles as of January 1, 2006

Advisor’s Inner Circle Funds

Acadian Emerging Markets Portfolio

AIG Money Market Fund

Analytic Funds

Cambiar Funds

CB Core Equity Fund

Chartwell Funds

Haverford Quality Growth Fund

Commerce Capital Funds

FMC Funds

FMA Small Company Portfolio

HGK Equity Value Fund

ICM Small Company Portfolio

LSV Value Equity Fund

McKee International Equity Portfolio

Japan Smaller Companies Fund

Rice Hall James Portfolios

Sterling Capital Funds

Synovus Funds

WHG Funds

TS&W Portfolios

UA S&P 500 Index Fund

Edgewood Growth Fund

Adviser’s Inner Circle Fund II

Hancock Horizon Funds

Reaves Select Research Fund

Champlain Small Company Fund

UCM Institutional Money Market Fund

Hambrecht Small Cap Technology Fund

Amerindo Funds

Arbitrage Funds

Bishop Street Funds

Causeway Capital Management

CNI Charter Funds

HighMark Funds

The Japan Fund

JohnsonFamily Funds

MDL Funds

The Nevis Fund

Oak Associates Funds

Schroder Funds

Schwab Funds

SEI Funds

SEI Opportunity Fund

TD Waterhouse Funds

Turner Funds

EX-99.B(P)(5)

Exhibit 99.B(p)(5)

Code of Ethics

The following is the Code of Ethics for The Capital Group Companies Inc., which includes Capital Research and Management Company (CRMC), the investment adviser to the American Funds, and those involved in the distribution of the funds, client support and services; and Capital Group International Inc. (CGII), which includes Capital Guardian Trust Company and Capital International Inc.  The Code of Ethics applies to all Capital Group associates.

The Capital Group Companies

Code of Ethics

Introduction

Associates of The Capital Group Companies are responsible for maintaining the highest ethical standards when conducting business. In keeping with these standards, all associates must keep in mind the importance of putting the interests of clients and fund shareholders first. Moreover, associates should adhere to the spirit as well as the letter of the law, and be vigilant in guarding against anything that could color their judgment.

Over the years, the Capital Group has earned a reputation for the utmost integrity. Regardless of lesser standards that may be followed through business or community custom, associates must observe exemplary standards of openness, integrity, honesty and trust.

Accordingly, the Capital Group has adopted certain standards for the purpose of deterring wrongdoing and promoting: 1) honest and ethical conduct; 2) full, fair, accurate and timely disclosure in reports and documents; 3) compliance with applicable laws (including federal securities laws), rules and regulations; 4) prompt internal reporting of violations of the Capital Group’s Code of Ethics; and 5) accountability for adherence to the Code of Ethics.

General Guidelines

Specific policies are discussed in further detail later; however, the following are general guidelines of which all Capital Group associates should be aware.

Protecting Non-Public/Confidential Information

It is a crime in the U.S. and many other countries to transact in a company’s securities while in possession of material non-public information about the company. Questions regarding received material information (typically from a company “insider”) should be directed to a member of the Legal staff.

Associates are responsible for safeguarding non-public information relating to securities recommendations and fund and client holdings (e.g., analyst research reports, investment meeting discussions/notes, and current fund/client transaction information). As such, associates should not trade based on the Capital Group’s confidential and proprietary investment information.

Other types of information (e.g., marketing plans, employment issues, shareholder identities, etc.) may also be confidential and should not be shared with individuals outside the company (except those retained to provide services for the Capital Group).

Code of Ethics December 2007

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Extravagant or Excessive Gifts and Entertainment

Associates should not accept extravagant or excessive gifts or entertainment from persons or companies that conduct business with the Capital Group.

No Special Treatment from Brokers

Associates may not accept negotiated commission rates or any other terms they believe may be more favorable than the broker-dealer grants to accounts with similar characteristics. U.S. broker-dealers are subject to certain rules designed to prevent favoritism toward such accounts. Favors or preferential treatment from stockbrokers may not be accepted.

No Excessive Trading of Capital Group-affiliated Funds

Associates should not engage in excessive trading of the American Funds or other Capital Group-managed investment vehicles worldwide in order to take advantage of short-term market movements.  Excessive activity, such as a frequent pattern of exchanges, could involve actual or potential harm to shareholders or clients. This rule applies to the associate’s spouse and any immediate family member residing in the same household.

Ban on Initial Public Offerings (IPOs)

Associates may not participate in IPOs. Exceptions are rarely granted; however, they will be considered on a case-by-case basis (e.g., where a family member is employed by the IPO company and IPO shares are considered part of that family member’s compensation).

Outside Business Interests/Affiliations

Associates are discouraged from serving on the board of directors or advisory board of any public or private company (this rule does not apply to boards of the Capital Group companies or funds). With the exception of non-profit organizations, approval must be received prior to serving on a board.

Material outside business interests may give rise to potential conflicts of interest. Associates should disclose senior officer positions or ownership of more than 5% of public or private companies that are or potentially may do business with the Capital Group or the American Funds. This reporting requirement also applies to the associate’s spouse and any immediate family member(s) residing in the same household.

Other Guidelines

Associates should not knowingly misrepresent, or cause others to misrepresent, facts about the Capital Group to fund or client shareholders, regulators or any other member of the public. Disclosure in reports and documents should be fair and accurate.

Reporting Requirements

Annual Certification of the Code of Ethics

All associates are required to certify at least annually that they have read and understand the Code of Ethics.

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Reporting Violations

Associates are responsible for reporting violations of the Capital Group’s Code of Ethics, including: (1) fraud or illegal acts involving any aspect of the Capital Group’s business; (2) noncompliance with applicable laws, rules and regulations; (3) intentional or material misstatements in regulatory filings, internal books and records, or client records and reports; or (4) activity that is harmful to fund or client shareholders. Deviations from controls or procedures that safeguard the company, including the assets of shareholders and clients, should also be reported. Reported violations of the Code of Ethics will be investigated and appropriate actions will be taken.

Associates may report confidentially to a manager/department head.  Associates may also contact:

·The CGC Audit Committee

·The CIL Audit Committee

·Any lawyer employed by the Capital Group organization

Failure to adhere to the Code of Ethics may result in disciplinary action, including termination.

Conflicts of Interest

Gifts and Entertainment Policy

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 (or give) gifts worth more than US$100, or accept (or extend) excessive business entertainment, loans, or anything else involving personal gain from (or to) those who conduct business with the company. Business entertainment exceeding US$250 in value should not be accepted (or given) unless the associate receives permission from his/her manager and the Gifts and Entertainment Committee (GECO).

Gifts or entertainment extended by a Capital Group associate and approved by the associate’s manager for reimbursement by the Capital Group do not need to be reported (or precleared). The expenses, however, are subject to the approval of the associate’s manager. When giving a gift or extending entertainment on behalf of the Capital Group, it is important to keep in mind that extravagant or excessive gifts or entertainment may create the appearance of conflict. Associates should also be aware that certain laws or rules may prohibit or limit gifts or entertainment extended to public officials – especially those responsible for investing public funds.

Reporting

The limitations on accepting (or giving) gifts apply to all associates as described above, and associates will be asked to complete quarterly disclosures. Associates must report any gift exceeding US$50 and business entertainment in which an event exceeds US$75 (although it is recommended that associates report all gifts and entertainment).

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Charitable Contributions

In soliciting donations from various people in the business community, associates must never allow the Capital Group’s present or anticipated business to be a factor.

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Gifts and Entertainment Committee (GECO)

The Gifts and Entertainment Committee (GECO) oversees administration of and compliance with the Policy.

Political Contributions Policy

This policy applies to all associates and their spouses.

Making Political Contributions

Contributions (financial or non-financial) made to certain political campaigns may raise potential conflicts of interest due to certain office holders’ ability to direct business to the Capital Group. Concerns may arise when contributions are made to persons currently holding, or candidates running for, a city, county or state treasurer position. As a result, associates should not make contributions to persons currently holding or running for these positions.

Associates are encouraged to seek guidance for contributions to other political offices. Some offices may have the power to influence the decision to choose a Capital Group company to manage public funds. Other offices may have the ability to influence the decision to choose the American Funds as an investment option for public funds.

As a general matter, contributions to candidates for U.S. President, Senate, House of Representatives and contributions to national political parties are permissible (unless the candidate currently holds an office that may raise potential conflict of interest related issues as described above). Likewise, unless the associate is subject to the special “CollegeAmerica” requirements (described below), contributions to State Governor and State Representative positions, and state political parties are permissible.

Special Political Contribution Requirements – CollegeAmerica

Certain associates involved with “CollegeAmerica,” the American Funds 529 College Savings Plan sponsored by the Commonwealth of Virginia, will receive a special reporting form. These associates are subject to additional restrictions and reporting requirements. For example, these associates generally may not contribute to Virginia political candidates or parties. These associates must also preclear any contributions to political candidates and parties in all states and municipalities and any Political Action Contribution (PAC) other than to the Investment Company Institute’s PAC (IMPAC).

Soliciting Political Contributions

In soliciting political contributions from various people in the business community, associates must never allow the Capital Group’s present or anticipated business relationships to be a factor.

Other Considerations

Please keep in mind that any political contributions associates make or solicit should be viewed as personal. Therefore, associates should not use the Capital Group’s letterhead for correspondence regarding these contributions, and associates should not hold fundraising events in the Capital Group’s offices.

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Political Contributions Committee

The Political Contributions Committee evaluates questions relating to potential political contributions considering, among other things: 1) the associate’s relationship with the candidate (i.e., is the relationship a personal or business one) and 2) the candidate’s current or potential relationship with the Capital Group.

Insider Trading Policy

Antifraud provisions of U.S. securities laws as well as the laws of other countries generally prohibit persons in possession of material non-public 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 non-public information, the rules (and sanctions) in this area apply to all Capital Group associates and extend to activities both within and outside each associate’s duties. Associates who believe they have material non-public information should contact any Capital Group lawyer.

Personal Investing Policy

This policy applies only to “covered associates.”

Introduction

Certain associates may have access to confidential information that places them in a position of special trust. They are affiliated with a group of companies responsible for the management of over a trillion dollars belonging to mutual fund shareholders and other clients. Laws, ethics and the Capital Group’s policies place a responsibility on all associates 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 regards to personal investments. Keep in mind, however, that placing the interests of fund and client shareholders first is the core principle of the Capital Group’s policies and applies even if the matter is not covered by a specific provision. The following is only a summary of the Capital Group’s Personal Investing Policy.

Personal investing should be viewed as a privilege, not a right. As such, the Personal Investing Committee (PICO) may place limitations on the number of preclearances and/or transactions.

Covered Associates

·“Covered associates” are associates with access to non-public information relating to current or imminent fund/client transactions, investment recommendations or fund portfolio holdings. Covered associates include the associate’s spouse and other immediate family members (e.g., children, siblings and parents) residing in the same household. Any reference to the requirements of covered associates in this document applies to these family members.

·“Investment professionals” include portfolio counselors/managers, investment counselors, investment analysts and research associates, certain investment specialists, trading associates including trading assistants, and investment control, portfolio control and fixed income control associates including assistants. Additional rules apply to investment professionals (see pages 7).

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Prohibited Transactions

The following transactions are prohibited:

·Initial Public Offering (IPO) investments

Exceptions are rarely granted; however, they will be considered on a case-by-case basis (e.g., where a family member is employed by the IPO company and IPO shares are considered part of that family member’s compensation).

·Short selling of securities subject to preclearance

·Spread betting on securities

·Writing puts and calls on securities subject to preclearance

Reporting Requirements

Covered associates are required to report their securities accounts, holdings and transactions. Annual and quarterly disclosure forms will be supplied for this purpose.

Preclearance of Securities Transactions

Before buying or selling securities, covered associates must check with the staff of PICO.

Preclearance requests will be handled during the hours the New York Stock Exchange (NYSE) is open, generally 6:30am to 1:00pm Pacific Standard Time.

Transactions will generally not be permitted in securities on days the funds or clients are transacting in the issuer in question. In the case of investment professionals, permission to transact will be denied if the transaction would violate the seven-day blackout or short-term profits policies (see “Additional Policies Specific to Investment Professionals” below). Preclearance requests by investment professionals are subject to special review.

Exception for De Minimis Transactions

The de minimis exception is NOT available for associates who are considered investment professionals or for CIKK associates.

All other covered associates may execute one de minimis transaction (buy or sell) per issuer per calendar month without preclearance. Beginning January 1, 2008, a de minimis transaction is: 1) a single transaction; 2) in a single account; and 3) in an amount of 200 shares (or less) or US$20,000 (or less).

Larger or more frequent transactions must be precleared. If a request for preclearance is made, but is denied by PICO, a de minimis transaction may not be executed in that issuer without preclearance for a period of seven calendar days. De minimis trades must be reported on the quarterly disclosure form.

Additional Policies Specific to Investment Professionals

Disclosure of Personal and Professional Holdings (Cross-Holdings)

Portfolio counselors/managers, investment analysts and certain investment specialists will be asked to disclose securities they own both personally and professionally on a quarterly basis. Analysts will also be required to disclose securities they hold personally that are within their

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research coverage or could be eligible for recommendation by the analyst professionally in the future in light of current research

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Disclosure of Personal and Professional Holdings (Cross-Holdings)     continued from page 6

coverage areas. This disclosure will be reviewed by the staff of PICO and may also be reviewed by various Capital Group committees.

If disclosure has not already been made to PICO by including the information on a disclosure form, any associate who is in a position to recommend a security that the associate owns personally for purchase or sale in a fund or client account should first disclose such personal ownership either in writing (in a company write-up) or verbally (when discussing the company at investment meetings) prior to making a recommendation.(1)

In addition, portfolio counselors/managers, investment analysts and certain investment specialists are encouraged to notify investment/portfolio/fixed-income control of personal ownership of securities when placing an order (especially with respect to a first-time purchase).

Blackout Periods

Investment professionals may not buy or sell a security during a period beginning seven calendar days before and ending seven calendar days after a fund or client account transacts in that issuer. The blackout period applies only to trades in the same management company with which the associate is affiliated.

If a fund or client account transaction takes place in the seven calendar days following a precleared transaction by an investment professional, the personal transaction may be reviewed by PICO to determine the appropriate action, if any.

Ban on Short-term Trading Profits

Investment professionals are generally prohibited from profiting from the purchase and sale or sale and purchase of the same (or equivalent) securities within 60 calendar days. This restriction applies to the purchase of an option and the sale of an option, or the purchase of an option and the exercise of the option and sale of shares within 60 days.  Although the associate may be granted preclearance at the time the option is purchased, there is a risk of being denied permission to sell the option or exercise and sell the underlying security. Accordingly, transactions in options on individual securities are strongly discouraged.

Exchange Traded Funds (ETFs) and Index Funds

Investment professionals should preclear ETFs and index funds (including UCITS, SICAVs, OEICs, FCPs, Unit Trusts, Publikumsfonds, etc.) except those based on certain indices.

Penalties for Violating the Policy

Covered associates may be subject to penalties for violating the Policy including failing to preclear, report, submit statements and/or failing to submit timely annual and quarterly disclosure forms.

Personal Investing Committee

The Personal Investing Committee (PICO) oversees the administration of the Policy. Among other duties, the Committee considers certain types of preclearance requests as well as requests for exceptions to the Policy.

*         *         *         *

(1) This disclosure requirement is consistent with both AIMR standards as well as the ICI Advisory Group Guidelines.

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EX-99.B(P)(6)

Exhibit 99.B(p)(6)

The Bank of NEW YORK MELLON Corporation

THE CODE OF CONDUCT AND INTERPRETIVE GUIDANCE

July 2007

The Bank of NEW YORK MELLON Corporation

Dear Colleague:

The creation of The Bank of New York Mellon Corporation merges two companies that have long shared similar values and reputations for integrity and excellence in everything that they do. As we shape our new company, we intend to build on the proud histories and reputations of both organizations. Building on this reputation for honesty, accountability and transparency is absolutely essential to achieving our goal of making The Bank of New York Mellon the most trusted global leader in asset management and securities servicing.

It is the responsibility of every employee to ensure that we serve our clients, co-workers and shareholders by applying the highest standards of ethics and compliance to everything we do. Please understand that this is extremely important to me and our new company. Our new Code of Conduct provides the framework that allows us to maintain the highest possible standards of professional conduct. It should serve as a guide to doing what is right, helping you make the right decisions when questions of ethics arise in the normal course of business and providing you with the standards to which you are expected to adhere.

Employees must apply the principles of the Code of Conduct in all of their business dealings and in every aspect of their employment at The Bank of New York Mellon. As an employee of The Bank of New York Mellon or any of its subsidiaries, you should read the Code and become familiar with its content. We must follow the Code to protect our most valuable asset – our reputation. Annually, some employees will be required to certify and attest to compliance with the Code.

Every employee is responsible for speaking up when they see something that doesn’t seem right. You can do so by reporting your concern to your manager, or by calling – anonymously if you wish – the Employee Ethics Help Line or the Ethics Hot Line (Ethics Point, an independent hotline provider). The numbers are included in the Code of Conduct. You can also e-mail the Ethics Office at ethics@bnymellon.com or visit www.ethicspoint.com to report concerns.

All of our stakeholders expect The Bank of New York Mellon employees to conduct business in full compliance with all laws and regulations and in accordance with the highest possible standards of ethical conduct. Together, we will work to establish The Bank of New York Mellon’s reputation as a company that does business with the utmost integrity, creating a new world-class company of which we can all be justifiably proud.

Bob Kelly

Chief Executive Officer

The Bank of NEW YORK MELLON Corporation

THE CODE OF CONDUCT AND INTERPRETIVE GUIDANCE

Key Comment

In all of the decisions you make and actions you take on behalf of the Company, you must adhere to the highest standards of integrity and ethical behavior, and you must comply with all applicable laws, regulations, Company policies and procedures.

Who should read this?

All employees.

TABLE OF CONTENTS

TOPIC	PAGE #(s)
I. INTRODUCTION	1 – 2
II. THE CODE OF CONDUCT	2 – 5
III. SEEKING HELP OR REPORTING VIOLATIONS OF THE CODE	6 – 7
IV. INTERPRETIVE GUIDANCE
A. CONFLICTS OF INTEREST	7
1. Gifts, Entertainment and Other Payments	7 – 8
2. Personal Conflicts of Interest	8 – 9
3. Fiduciary Appointments and Bequests	9
4. Outside Affiliations, Outside Employment and Certain Outside Compensation Issues	10
5. Disclosure of Relationships and Transactions	10
B. PROPER USE AND CARE OF INFORMATION AND PROPER RECORD KEEPING
1. Proprietary Information; Intellectual Property	10 – 11
2. Data Integrity and Corporate Information	11
3. Use of E-mail and the Internet	12
4. Accurate Accounting and Internal Controls	12
5. Inside Information	13
6. Talking to the Media	13
7. Document Retention	13
C. DEALING WITH CUSTOMERS, PROSPECTS, SUPPLIERS, AND COMPETITORS
1. Business Relationships with Customers, Prospects, Suppliers, and Competitors	14

2. Business Decisions	14 – 15
3. Exploitation of Relationships and Use of the Company’s Name, Letterhead or Facilities	15 – 16
4. Know Your Customer	16
5. Recognizing and Reporting Illegal, Suspicious, or Unusual Activities	16
D. DOING BUSINESS WITH THE GOVERNMENT	17
1. Complying with Government Contracts, Government Contracting Laws and Regulations	17
2. Integrity in the Sales and Marketing Process	17
3. Truthful, Accurate Statements and Recordkeeping	17
4. Safeguarding Government Information and Property	17
5. Cooperating with Government Audits and Investigations	18
6. Meeting Employment and Labor Obligations	18
E. PERSONAL FINANCES
1. Personal Investments	18 – 19
2. Personal Brokerage Accounts	19
3. Contributions to Political Parties	19
4. Contributions to Not-For-Profit Entities	19
5. Individual Employees’ Regulatory Requirements	20
F. TREATING OTHERS FAIRLY AND WITH RESPECT
1. Non-Discrimination	20
2. Anti-Harassment	20
3. Personal Relationships with Other Employees	21
G. COMPLIANCE WITH THE LAW
1. Illegal or Criminal Activities	21
2. Investigations	21
3. Protection of Company Assets	22
V. PENALTIES	22
VI. MANAGEMENT RESPONSIBILITIES	22
VII. OWNERSHIP	22
EXHIBIT A. U.S. LAWS and REGULATIONS REFERENCED IN THE CODE	23 – 30
EXHIBIT B. THE CODE REFERENCE LIST	31 – 35

THE CODE OF CONDUCT AND INTERPRETIVE GUIDANCE

I. INTRODUCTION

The Bank of New York Mellon Corporation (the Company) has a long, proud history and a well-deserved reputation for honesty and accountability. Our good name and the trust and confidence that our shareholders and customers place in us can only be maintained by continued adherence to high standards of conduct. Integrity is one of our core values and, accordingly, the Company has always placed utmost importance on operating in a highly ethical manner. These ethical principles are captured in our Code of Conduct (The Code) and explained more fully in the accompanying Interpretive Guidance, which also provides information concerning how to apply The Code to certain business situations. Each employee and director of the Company and its majority-owned subsidiaries is required to contribute to our leadership position through a personal commitment to follow the principles expressed in The Code.

Every employee is required to read The Code and the Interpretive Guidance. All managers are required to ensure that all of their staff members understand and recognize their responsibility to comply with The Code, to the extent that the principles apply to the performance of the staff member’s job responsibilities. Managers are also expected to promote a culture of compliance and ethics to help protect the Company from financial and reputational losses.

The Code has been drafted to conform to applicable legal and regulatory requirements; however, The Code is not a substitute for, or a complete summary of, the broad range of legal and regulatory requirements applicable to the Company or the functions each employee may perform. Employees must adhere fully to the legal and regulatory requirements of all applicable laws and regulations, including, for example, the Bank Secrecy Act, the Bank Bribery Act, the Foreign Corrupt Practices Act, Sections 23A and 23B of the Federal Reserve Act (Regulation W), Federal Reserve Regulation O, the Securities Exchange Act, the Gramm-Leach-Bliley Act, the Sarbanes-Oxley Act of 2002, Federal Fair Lending Laws, the Fair Credit Reporting Act, the Community Reinvestment Act, U.S. Economic Sanctions Laws and Regulations, the USA PATRIOT Act, Antitrust Laws, the Bank Holding Company Act - Laws and Regulations Regarding Tie-In Arrangements, U.S. Antiboycott Laws and Regulations, the Employee Retirement Income Security Act of 1974 (ERISA), Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, and the Uniform Services Employment and Reemployment Rights Act.

A brief description of these U.S. laws and regulations is provided in Exhibit A, and the applicable requirements have been incorporated in greater detail in various Company and line-of-business policies.

Employees who believe that any provisions of this document are inconsistent with laws or regulations in their jurisdiction of employment should consult with the General Counsel. In certain jurisdictions or lines of business, different or more restrictive policies and procedures may be applicable. In such cases, employees are expected to follow the additional or unique policies, procedures, laws, and regulations applicable to their specific location.

The Code provides guidance and instructions to ask questions, report situations (e.g., potential conflicts), obtain approvals, and report suspected violations. A summary of these instructions is provided in Exhibit B.

IMPORTANT:  Employees must report situations and request all approvals, as required by the Code, via the Code Reports and Permissions Database (CODE RAP) which are summarized in Exhibit B. Employees without access to CODE RAP should consult with their manager for instructions on how to submit a report or request.

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In all business transactions customers, shareholders, regulators, employees, and others rely on the integrity of the Company and its staff members who make decisions and exercise judgment. Conflicts of interest may unduly influence decisions and judgments and lead to improper conduct by the Company or its employees. Consequently, any conflict of interest, or the appearance thereof, must be identified and addressed by appropriate parties, as further described in this document and in the Company’s Policy on Conflicts of Interest.

Any references herein to the Chief Executive Officer, the General Counsel, the Chief Compliance and Ethics Officer or the Director of Human Resources shall mean that individual or their designee.

II. THE CODE OF CONDUCT (The Code)

Our Code of Conduct provides the framework to maintain the highest standards of professional conduct. The Code of Conduct is a statement of the Company’s values and ethical standards, and all employees and directors are required to adhere to its principles to ensure that we protect our most valuable asset, the reputation of The Bank of New York Mellon Corporation and its subsidiaries (the Company).

Through the Code of Conduct, we are guided by the following principles:

•Compliance with all applicable laws, regulations, policies and procedures is essential to our success and is required of every employee and director.

•All of our decisions and acts are proper, in terms of our own sense of integrity and how these acts might appear to others.

•Our interactions with present or prospective customers, suppliers, government officials, competitors, and the communities we serve comply with applicable legal requirements and follow the highest standards of business ethics.

•We are honest, trustworthy, and fair in all of our actions and relationships with, and on behalf of, the Company.

•Our books and records are maintained honestly, accurately, and in accordance with acceptable accounting practices.

•We avoid situations in which our individual personal interests conflict, may conflict or may appear to conflict with the interests of the Company or its customers.

•We secure business based on an honest, competitive market process, which contributes to the Company’s earnings by providing customers with appropriate financial products and services.

•We maintain the appropriate level of confidentiality at all times with respect to information or data pertaining to customers, suppliers, employees or the Company itself.

•We protect and help maintain the value of the Company’s assets, including facilities, equipment, and information.

•We act professionally and respect the dignity of others.

•We contribute to the effectiveness of the Code of Conduct by notifying management, or the non-management directors, whenever violations or possible violations are observed or suspected.

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Employees and directors must apply the principles of the Code of Conduct in all of their business dealings and in every aspect of their employment by, or directorship of, the Company. The principles apply to all forms of communication, including voice, written, e-mail, and the Internet.

Employees and directors must consider their actions in light of how they might be interpreted by others and whether they are behaving appropriately and performing in the best overall interests of the Company. Compliance with the spirit and the letter of the Code of Conduct is critical and required.

The Code of Conduct is set forth below. More extensive direction to help employees understand and apply the principles of the Code of Conduct is provided in the Interpretive Guidance, which is also required reading for all employees.

THE CODE

Avoiding Conflicts of Interest

Employees and directors must make all business decisions for the Company free of conflicting outside influences. Employee and director conflicts of interest, or potential conflicts of interest, must be identified and addressed appropriately. Employees are subject to restrictions with respect to compensation offered and received, gifts and entertainment presented and received, personal fiduciary appointments, acceptance of bequests, outside employment and other affiliations, signing authority on accounts at the Company, and holding a political office. Employees are required to disclose conflicts and potential conflicts in the above categories, as well as conflicting or potentially conflicting relationships with customers, prospects, suppliers, and other employees. Senior managers must review disclosures and determine whether individual employee situations are acceptable because they do not present a conflict of interest for the Company. Directors are required to disclose their potential conflicts of interest to the Chief Executive Officer or the General Counsel for their review.

Proper Use and Care of Information and Proper Record Keeping

The Company recognizes its obligation to shareholders, customers, and employees to ensure the protection, confidentiality, and integrity of all forms of data and information entrusted to it; employees and directors must maintain this confidentiality, even after they leave the Company. Employees and directors must also prevent misuse of confidential information, such as improper insider trading, trading upon material non-public information, and disclosing confidential information.

All entries made to books and records must be accurate and in accordance with established accounting and record-keeping procedures and sound accounting controls. Books and records must also be retained, as required, to comply with document retention requirements. Periodic reports submitted to the Securities and Exchange Commission, other regulators, management, and the public must reflect full, fair, accurate, timely, and understandable disclosure of the Company’s financial condition.

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Dealings with Customers, Prospects, Suppliers, and Competitors

All dealings with customers, prospects, suppliers, and competitors must be conducted in accordance with law and on terms that are fair and in the best interests of the Company. Decisions concerning placement of the Company’s business with current or prospective customers and suppliers must be based solely on business considerations. Employees and directors must not allow personal relationships with current or prospective customers or suppliers to influence business decisions. Each employee who conducts business with customers, and who approves or can influence customer transactions must read and comply with the Company’s Know Your Customer Policies and Procedures. Employees must be mindful of potential or actual conflicts of interests, inside or outside of the Company, that may influence business decisions or otherwise interfere with the performance of their particular responsibilities at the Company and their duties to customers. Employees must comply with all laws and regulations pertaining to anti-money laundering, record keeping, antitrust, fair competition, anti-racketeering, and anti-bribery applicable in the United States or non-U.S. locations where the Company does business.

Doing Business with the Government

The Company conducts business with various national and local governments and with government-owned entities. While employees must always follow the highest standards of business ethics with all customers, employees should be aware that there are special rules that apply to doing business with a government. Some practices that are acceptable when a private company is the client, such as nominal gifts or entertainment, may cause problems, or in some cases be a violation of a law, when working with governments or government agencies. All employees and directors involved in any part of the process of soliciting from or providing service to a government entity have special obligations to follow Company policies regarding “Doing Business with the Government.”  These policies also apply in circumstances where employees are supervising the work of third parties, such as consultants, agents or suppliers. Employees who have responsibilities for recruitment or hiring decisions must follow applicable laws regarding hiring former government officials, their family members or lobbyists.

Treating People Fairly and with Respect

It is the Company’s policy to treat people fairly and with respect. All employees and directors must deal with present and prospective customers, suppliers, visitors, and other employees without any discrimination because of race, color, creed, religion, sex, national origin, ancestry, citizenship status, age, marital status, sexual orientation, physical or mental disability, veteran status, liability for service in the Armed Forces of the United States or any other classification prohibited by applicable law. Managers must create an environment free of hostility, harassment, discrimination, and intimidation. Managers and other employees who violate laws or the Company’s policies requiring fairness and respectful treatment of others are subject to consequences that may include disciplinary action up to and including termination of employment. Any employee or director who believes that he or she has been the subject of harassment or discrimination, or who believes that an act of harassment or discrimination has occurred with respect to another employee or director, is encouraged to report the perceived violation.

4

Compliance with the Law

Employees and directors of the Company must not participate in any illegal or criminal activity. Any employee who has been formally accused of, convicted of or pleaded guilty to a felony, or has been sanctioned by a regulatory agency must report immediately such information in writing to the Director of Human Resources. Employees and directors must also respond to specific inquiries from the Company’s independent public accounting firm and the Company’s regulators. Employees and directors must protect the Company’s assets in whatever ways are appropriate to maintain their value to the Company. Employees and directors must take care to use facilities, furnishings, and equipment properly and to avoid abusive, careless, and inappropriate behavior that may destroy, waste or cause the deterioration of Company property.

Employees should be aware of the laws and regulations applicable to the Company. These include, for example, the Bank Secrecy Act, the Bank Bribery Act, the Foreign Corrupt Practices Act, Sections 23A and 23B of the Federal Reserve Act (Regulation W), Federal Reserve Regulation O, the Securities Exchange Act of 1934, the Gramm-Leach-Bliley Act, the Sarbanes-Oxley Act of 2002, Federal Fair Lending Laws, the Fair Credit Reporting Act, the Community Reinvestment Act, U.S. Economic Sanctions Laws, the USA PATRIOT Act, Antitrust Laws, the Bank Holding Company Act - Laws and Regulations Regarding Tie-In Arrangements, U.S. Antiboycott Laws and Regulations, the Employee Retirement Income Security Act of 1974 (ERISA), Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, and the Uniform Services Employment and Reemployment Rights Act, all of which are summarized in the Appendix A of the Code of Conduct. Training is conducted to ensure that key managers are familiar with these laws and regulations and understand their responsibility to promote compliance by their staff members.

Every possible situation cannot be anticipated in the Code of Conduct, so employees, or directors, who are uncertain about any aspect of the Code of Conduct or how it should be applied or interpreted, are encouraged to discuss the question with their manager, the Chief Compliance and Ethics Officer, the General Counsel or the Director of Human Resources. An employee or director who compromises or violates the law, and any employee who violates the Company’s policies relating to the conduct of its business or the ethical standards contained in the Code of Conduct, is subject to corrective action, up to and including dismissal from employment or directorship at the Company and, in some cases, may also be subject to criminal or civil proceedings under applicable laws.

The Code of Conduct is published on the Company’s Intranet site that is accessible to most employees. The Company also distributes a copy of the Code of Conduct annually to each employee either electronically or in hardcopy. Managers must review the Code of Conduct annually with their staff members. The Code of Conduct is also included in the materials given to new employees by Human Resources. Certain employees are required to annually complete a Code of Conduct Questionnaire and Affiliation Record and to certify that they recognize their responsibility to comply with the Code of Conduct. Managers must review the Questionnaire and Affiliation Record responses of employees on their staff and determine whether they are satisfactory, require further review by more senior managers or require corrective action.

Material changes to the Code of Conduct will be communicated to employees and directors promptly. Waivers of Code of Conduct requirements for executive officers and directors of the Company will be considered and, if appropriate, granted by the Board or a Board committee and disclosed.

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III. SEEKING HELP OR REPORTING VIOLATIONS OF THE CODE

All employees and directors are encouraged strongly to assist management in its efforts to ensure that the Code of Conduct is being followed by all employees (i.e., colleagues, staff members and superiors) and directors. Employees or directors observing or suspecting a breach of the Code of Conduct or any law, regulation or other Company policy by another employee or director in connection with that other employee’s or director’s conducting business for the Company, must report the breach and describe the circumstances to management or to the non-management director designated to receive complaints via mail or e-mail. Alternatively, the observing or suspecting employee or director can call the Employee Ethics Help Line or the Ethics Hot Line (Ethics Point), both of which allow for anonymous communication.

All reports are treated as confidential to the extent consistent with the appropriate investigation. Senior officers or the non-management director will investigate all matters reported and determine whether remedial action and notification to regulators or law enforcement is appropriate. Failure to fully cooperate with an internal investigation may result in disciplinary actions up to and including termination. Retaliation of any kind against any employee or director who makes a good faith report of an observed or suspected violation of the Code of Conduct or any law, regulation or Company policy is prohibited. All employees must respect the need for enforcement of the Code of Conduct and the importance of the disclosure of suspected violations.

Options for Reporting

Reports of suspected or actual breaches of law, regulation or the Code of Conduct may be made to the employee’s manager, a more senior manager in the business, the Chief Compliance and Ethics Officer, the General Counsel or the Director of Human Resources. Such reports may be made orally or in writing and will be treated as confidential to the extent consistent with appropriate investigation and remedial action. Reports can also be made via email at ethics@bnymellon.com or by calling the Company Ethics Help Line using the following phone numbers:

•United States and Canada: 1-888-635-5662

•Europe: 00-800-710-63562

•Brazil: 0800-891-3813

•Australia: 0011-800-710-63562

•Asia: 001-800-710-63562 (except Japan)

•Japan: appropriate international access code + 800-710-63562

•All other locations: call collect to 412-236-7519

If desired, employees may call the Ethics Help Line anonymously, as calls to the Ethics Office do not display a caller’s identification.

If employees are uncomfortable speaking with a representative of the Company directly, they may choose to contact the Ethics Hot Line (Ethics Point), an independent hotline administrator, via the web at http://www.ethicspoint.com is hosted on Ethics Point’s secure servers and is not part of the Company’s web site or intranet) or by calling the Ethics Hot Line (Ethics Point) at:

•United States and Canada: 1- 866-294-4696

•Outside the United States dial the following AT&T Direct Access Number for your country and carrier, then 866-294-4696

•United Kingdom: British Telecom 0-800-89-0011; C&W 0-500-89-0011; NTL 0-800-013-0011

•India  000-117

•Brazil:  0-800-890-0288

•Ireland: 1-800-550-000; Universal International Freephone 00-800-222-55288

•Japan: IDC 00 665-5111; JT 00 441-1111; KDDI 00 539-111

•Australia: Telstra  1-800-881-011; Optus 1-800-551-155

•Hong Kong: Hong Kong Telephone 800-96-1111; New World Telephone 800-93-2266

•Singapore: Sing Tel 800-011-1111; StarHub 800-001-0001

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Reports may also be made to an independent Director of the Board who has been designated to receive such reports. Employees may contact the independent Director via mail addressed to The Bank of New York Mellon Corporation, Church Street Station, P.O. Box 2164, New York, New York 10008-2164, Attn: Non-Management Director, or via e-mail to non-managementdirector@bnymellon.com.

IV. INTERPRETIVE GUIDANCE TO THE CODE

A. CONFLICTS OF INTEREST

A conflict of interest is any situation in which there are competing personal and/or professional interests. When employees are in such situations, it is difficult to objectively fulfill their job duties and their loyalty to the Company may be compromised. Every business decision made by employees must be in the best interest of the Company and not for their own personal gain or benefit. As such, employees may not engage in any activity that creates, or even appears to create, a conflict of interest between them and the Company. Even if the conflict does not create an improper action, the existence of a conflict of interest can create an appearance of impropriety and can damage the Company’s reputation. Therefore, any employee who believes that they have, or may be perceived to have, a conflict of interest, must disclose that conflict to their manager and to the Compliance Department. Employees are expected to cooperate fully with all efforts to resolve any such conflicts.

1. Gifts, Entertainment and Other Payments

Refer to the Company’s Policy on Gifts and Entertainment and Other Payments for specific restrictions and requirements required in connection with the receipt and presentation of gifts, entertainment and other payments. All reports and requests for approval must be made through CODE RAP.

a. Receipt of Gifts and Entertainment

All placements of Company business and acceptance of business by the Company must be awarded purely upon business considerations. Except as permitted by Company policy, an employee must never request or accept anything of value from any person or entity for directing Company business to such person or for accepting business on behalf of the Company.

The Company prefers that its employees and their Immediate Family Members not accept gifts from current or prospective customers, suppliers, prospects or competitors. (See Section IV.A.2 - Personal Conflicts of Interest for the definition of Immediate Family Members.)

Receipt of cash gifts, checks or cash equivalents (e.g., gift certificates and gift cards that are convertible into cash, and gift certificates and gift cards that are not directly associated with a retailer) is prohibited. These gifts are always inappropriate and must never be accepted.

Employees should only accept the type of entertainment that they believe would be deemed appropriate by senior management. Entertainment may only be accepted if it is not excessive, is of the nature that would not bring reputation damage to the Company, and the employee is certain that no conflict of interest issues are raised by the entertainment.

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b.Presentation of Gifts and Entertainment

In situations where the Company is to present a gift, entertainment or other accommodation to a present or prospective customer, supplier, prospect or competitor, employees must use careful judgment to determine whether the matter is handled in good taste and without excessive expense. Except as permitted by Company policy, an employee must never offer, give or promise anything of value to any person or entity in any manner in the course of seeking or retaining business for the Company.

An employee must never make any secret or illegal payments, bribes or other similar payments in any form whatsoever under any circumstances. In particular, employees may not authorize, offer or make payments of anything of value, directly or indirectly, to any foreign official, foreign political party, foreign political candidate, or any officer of a public international organization, in order to obtain, retain or direct business, or to secure an improper advantage, unless the employee has consulted with the Legal Department to ensure any such payments do not violate the Foreign Corrupt Practices Act. (Refer to applicable Company policies).

The presentation of cash gifts, checks or cash equivalents (as described above) by an employee on behalf of, or in the name of, the Company is inappropriate and prohibited.

Employees with any questions concerning the permissibility of gifts, entertainment or other payments should consult with the Compliance or Legal Departments.

2.Personal Conflicts of Interest

An employee must not represent the Company in any transaction if the personal or related interests of the employee or their Family Members (see Note below for definition of Family Members) might affect the employee’s ability to represent the Company’s interest fairly and impartially. If a situation arises that could be considered an actual or potential conflict of interest, the employee must report immediately the circumstances surrounding the situation to the Compliance Department, which will determine what, if any, further review or action is required. Such reports should be made through CODE RAP.

NOTE: Unless otherwise stated herein, Family Members include (1) all Immediate Family Members, which includes spouse, children (including stepchildren, foster children, sons-in-law and daughters-in-law), grandchildren, parents (including stepparents, mothers-in-law and fathers-in-law), grandparents and siblings (including brothers-in-law, sisters-in-law and step brothers and sisters), adoptive relationships, or a closely associated person who has assumed the responsibility normally shouldered by immediate family or for whom one has accepted such responsibility, and (2) Other Family Members, which includes aunt, uncle, first or second cousin, niece and nephew.)

Employees may not handle transactions as a representative of the Company when such transactions are for their own personal account or for accounts of their own Family Members or other persons with whom they have a close personal relationship. Employees may handle transactions involving another employee, a person known to be a member of the other employee’s family or a person with a close personal relationship to the other employee, as long as those transactions conform to Company programs and policies and are conducted on the same terms available to others. When such transactions are beyond the scope and size of usual and ordinary personal financial transactions, the employees who represent the Company in handling those transactions must refer them to a more senior level of management.

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Personal Relationships of any kind with other employees, whether conducted on or off premises, must not result in a conflict, or the appearance of a conflict, with the Company’s interests or policies. In addition, family members, as defined in the applicable Human Resources policies, are generally not permitted to work within the same business unit or to be in a position to control compensation decisions for, or influence transactions carried out by, other employees who are family members. Any apparent or potential conflicts that arise must be reported to the appropriate level of management and the Human Resources Manager immediately. These reports will be evaluated for propriety against the interests of the Company and any conflicts present must be eliminated. Employees who are uncomfortable reporting a conflict to their manager should report them to the Chief Compliance and Ethics Officer.

Employees are required to disclose to their Supervisor and Human Resources Manager the existence of a familial relationship as soon as that relationship occurs. (Refer to Section IV - F.3 - Personal Relationships with Other Employees and applicable Human Resources policies, which discuss dealings between employees, including borrowing, lending, and gifts.)

Employees are subject to restrictions in connection with exercising signing authority over personal and business (for-profit and not-for-profit) accounts maintained at the Company. (Refer to the Company’s Policy on Employee Signing Authority for such restrictions and requirements necessary to be reported via CODE RAP.)

Every possible conflict an employee might incur with the Company or with the Company’s customers, suppliers or competitors cannot be specifically addressed in the Code and, therefore, employees must discuss individual situations with their managers and take appropriate steps to ensure that these situations are being reported and addressed. Such reports should be made through CODE RAP.

3.Fiduciary Appointments and Bequests

Generally, an employee may act as a fiduciary for Family Members or long-standing personal friends if the situation clearly does not present a conflict with the Company’s interests and the employee receives no compensation. Employees may not act as a fiduciary (trustee, executor, etc.) in situations involving customers, prospects, other employees or any other person who might present a conflict of interest, or when compensation is received, unless the fiduciary appointment has been approved by the Chief Compliance and Ethics Officer and the Chief Executive Officer. Employees must be aware that certain fiduciary appointments may have legal requirements that may require the approval of the either the Board of Directors of the Company or one of its subsidiary Board of Directors.

Employees are not permitted to accept a bequest granted under the will or trust instrument of a customer of the Company, except when such bequest is from a Family Member of the employee or permission to do so has been granted by the Chief Compliance and Ethics Officer. Requests for permission must be made through CODE RAP, as prescribed in Exhibit B, and should describe the customer’s relationship with the Company and the employee, and all other relevant circumstances.

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4.Outside Affiliations, Outside Employment, and Certain Outside Compensation Issues

Employees may not accept outside employment as a representative who can prepare, audit or certify statements or documents pertinent to the Company’s business. The Company may restrict its employees from participating in certain outside interests. Restrictions in connection with employee ownership of privately held for-profit businesses; service as a director, trustee, officer or partner of a for-profit business; service as a director, trustee, officer, or owner of a not-for-profit organization; outside employment situations; political appointments and elected office; and compensation received in connection with certain other situations are detailed in the Company’s Policy on Outside Affiliations, Outside Employment, and Certain Outside Compensation Issues. All approvals and reporting required must be made through CODE RAP in accordance with Company policy.

5.Disclosure of Relationships and Transactions

The details of all relationships and transactions among the Company, its customers, suppliers, and others with whom it does business must be disclosed fully to the Company and other appropriate parties. No secret agreements or side arrangements can exist between the Company, an employee or his or her close personal relationships, a customer of the Company, suppliers, or other third parties concerning relationships and transactions with customers or suppliers. All details of the Company’s relationships and transactions with customers, suppliers, and others with whom it does business or transacts for its own account must be entered in its records.

B. PROPER USE AND CARE OF INFORMATION AND PROPER RECORD KEEPING

1.Proprietary Information; Intellectual Property

Unless duly authorized to reveal information in accordance with policies and procedures of the Company, an employee must keep confidential, and not divulge to others, information or data concerning the business or transactions of the Company, or its present, former or prospective customers, suppliers or employees (i.e., Proprietary Information). Proprietary Information includes, but is not limited to, reports, analyses, financial data, analytical models, customer lists, customer account and transaction history information, Company policies and manuals, employee records, and information about products, services, methods, systems, software, technology, security, business plans, pricing methods, marketing strategies, and employees.

Within the Company, access to Proprietary Information must be limited to those persons whose duties require and permit them to have access to that information. Persons receiving Proprietary Information are also responsible for maintaining its confidentiality. All customer information should be treated as highly sensitive and may be disclosed only in authorized circumstances and in accordance with applicable laws (e.g., the Gramm-Leach-Bliley Act and the Fair Credit Reporting Act) and policies of the Company. Inappropriate disclosure of customer information may require reporting to regulators and/or notification to affected consumers. Moreover, an employee is prohibited from making personal use of Proprietary Information and from removing any Proprietary Information from the Company’s premises unless removal is required in the performance of the employee’s duties. (Refer to Section IV - C.5 - Recognizing and Reporting Illegal, Suspicious or Unusual Activities.)

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Software, inventions, business methods, processes, documents, improvements, developments, and other works and materials that are created on Company time, created as part of an employee’s specific job responsibility, result from any work performed for the Company, relate to the Company’s business, or arise from knowledge gained or information or resources available to the employee because of employment by the Company (even if not created as part of the employee’s specific job responsibility) are the intellectual property of the Company exclusively. All rights, title and interest worldwide to such intellectual property belong to the Company, and an employee may not take any action to effect rights, title or interest to such intellectual property on behalf of any person or entity other than the Company. All intellectual property must be returned to the Company, along with other work products, including any copies, when an employee leaves the Company. Additionally, employees must fully cooperate with, and assist the Company in, obtaining patent protection for inventions in any and all countries.

The obligations and prohibitions of this section of the Code continue even after an employee leaves the Company. Legal remedies may be pursued against present and former employees who violate confidentiality requirements or who remove or retain any data, Proprietary Information (including but not limited to customer data, customer lists, reports, policy manuals, records, and the like) or physical or intellectual property from the Company. (Refer to Section IV - - G.3 - Protection of Company Assets.)

2.Data Integrity and Corporate Information

The Company has an obligation to its shareholders, customers, and employees to ensure appropriate protection of the confidentiality and integrity of all forms of data entrusted to it, whether in electronic or printed form. To meet this obligation, management supports an ongoing Corporate Information Protection Program. This program requires that access to data be granted on a strict need-to-know basis, that information systems be controlled to protect the Company from financial loss due to misuse, disclosure, fraud or destruction, and that our shareholders’, customers’, suppliers’, and employees’ rights to confidentiality be maintained. For this purpose, information systems include any computing device that is capable of storing data in electronic fashion, such as the Company’s mainframe, mid-range, personal computers, networks, mobile devices, and electronic media. Sensitive company information, especially personal customer data, must be stored, transported, and disposed of in a manner that will protect against inappropriate or unauthorized disclosure.

Any employee who suspects or knows of a breach in information security has an obligation to report this as a security incident. Employees who have user identification codes and passwords (or other methods of authentication) must recognize that the user identification code is unique to that individual, that the password must be kept confidential, and that the user identification code or password cannot be used by, or shared with fellow employees. In rare cases where it appears necessary for an employee to disclose his or her password, notification must be provided to Company management through CODE RAP.

Employees must exercise care to prevent the disclosure of sensitive information when communicating through e-mail or the Internet. Employees should ensure that information or messages from the e-mail system are not disclosed to unauthorized individuals.

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3.Use of E-mail and the Internet

All communications and written or electronic materials maintained at the Company must be appropriate and in good taste. E-mail systems and Internet access are provided to assist and facilitate business communication. All use of E-mail and the Internet must be consistent with the Company’s Electronic Mail Policy, Internet Policy, and policies prohibiting a hostile work environment. All messages and Internet sites that contain statements or materials that are discriminatory, offensive, defamatory, sexual, pornographic, illegal or harassing in nature are strictly forbidden. (Refer to Sections IV - F.1 and F.2 - - prohibiting discrimination and harassment.)

Statements that would be inappropriate in a memorandum or letter may not be written in an e-mail or Internet message. Moreover, no materials containing such undesirable elements may be downloaded or maintained on Company premises or in the Company’s systems or files. All information transmitted, received, stored or otherwise contained in Company systems or files is the property of the Company and may be accessed, decrypted, and examined by the Company at any time.

E-mail cannot be used to conduct financial transactions with external parties, except where appropriate controls, including encryption and obtaining indemnification from the applicable customer, have been established and approved by a senior officer at the Company. Business units must assess the needs regarding confidentiality and integrity concerning specific transmissions and determine if encryption is required. E-mail and Internet transmissions of confidential customer or restricted information to outside parties is prohibited, except where appropriate steps are taken to protect the information from unauthorized disclosure, such as encryption, or where approved by the appropriate Sector Head under exceptional circumstances after appropriate steps are taken to mitigate the risk, including obtaining indemnification from the applicable customer. This restriction is especially critical with respect to “non-public personal consumer information,” as defined in the Company’s Personal Customer Data Privacy Policy.

Employees may send or receive personal e-mail or Internet messages, provided that they do so responsibly, and that such use does not interfere with work responsibilities or other Company business needs or violate the law or Company policy. There is no right to personal privacy in any message created, received or sent from Company computer systems. The Company reserves the right to monitor the systems that store and transmit e-mails, all e-mail messages, and all Internet access and communications (including instant messaging), to ensure that e-mail and Internet facilities are being used appropriately.

4.Accurate Accounting and Internal Controls

Employees must comply with the Company’s accounting and record keeping procedures to ensure that all records are maintained appropriately and accurately. In addition, managers in areas responsible for preparing or reviewing financial data of the Company are responsible for establishing and maintaining sound internal accounting controls for monitoring their effectiveness. It is essential that periodic reports, which are derived from records of the Company and issued by the Company to shareholders, regulators, and others, provide full, fair, accurate, timely, and understandable disclosure. Falsification or misrepresentation of Company records or reports will not be tolerated under any circumstances. If an employee observes or suspects that inaccurate or misleading entries have been made in the records or reports of the Company, or that necessary entries have not been made in such records and reports, then he or she must report these observations or suspicions in accordance with Section III of The Code.

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5.Inside Information

While performing routine duties for the Company, employees may be exposed to material non-public information (inside information) about the Company, its customers or other parties. Employees must take special care with respect to transactions in securities of the Company, its customers or other parties to avoid any situation involving, or appearing to involve trading on inside information or trading for a quick profit. Employees who have obtained inside information with respect to the Company or any other publicly traded company are prohibited from dealing in, or engaging in transactions in such company’s securities, and may not advise or influence any other person to engage in transactions in those securities until the information becomes public.

Employees are not permitted to divulge the current portfolio positions, pending changes of a portfolio manager, current or anticipated portfolio transactions, or programs or studies, of the Company or any customer to anyone unless it is properly within their job responsibilities to do so.

Additionally, employees may not disclose inside information to another person, except as required to perform their duties for the Company. These restrictions apply whether an employee obtained such inside information intentionally or unintentionally. Employees must always adhere to Company policies with respect to transactions involving securities issued by the Company, its customers or other parties.

Questions concerning whether an employee is affected by additional personal securities trading rules and restrictions should be directed to the Chief Compliance and Ethics Officer. Questions concerning whether employees are in possession of material non-public information, or if specific transactions could violate securities laws, should be directed to the General Counsel.

6.Talking to the Media

All communication to the media about the Company, its businesses, and its employees must be disseminated in a manner that complies with laws and regulations and is in the best interest of the Company. All inquiries from the media must be directed to the Corporate Communications Department, and employees are prohibited from responding to inquiries from the media without prior pre-clearance from Corporate Communications. These inquiries would include requests for interviews, comments or information from television, radio, newspaper, magazine, and trade reporters, and any other persons who may be inquiring for the media.

Moreover, in situations where employees are being interviewed about matters unrelated to the Company, employees should refrain from identifying the Company as their employer and should refrain from making any comments about the Company.

7.Document Retention

Employees must know, understand, and comply with the retention requirements for all records and other documents they handle, as required by applicable laws, regulations, and Company policies. Furthermore, the unauthorized destruction of documents is prohibited. Questions concerning record retention and document destruction rules should be discussed with a manager in the applicable unit or a representative of the Legal Department.

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C.DEALING WITH CUSTOMERS, PROSPECTS, SUPPLIERS, AND COMPETITORS

1.Business Relationships with Customers, Prospects, Suppliers, and Competitors

Employees must not take for themselves or direct to others any existing business or any opportunities for prospective business that could be considered by the Company. Employees of the Company should be scrupulously honest and fair in all dealings with the Company, its customers, its prospects, its suppliers and its competitors.

Employees must take care to ensure that they do not take unfair advantage of anyone through manipulation, abuse of authority, concealment, abuse of privileged information, misrepresentation of material facts, unfair lending practices, or any other unfair dealing practice. Employees must be mindful of actual or potential conflicts of interests, inside or outside of the Company, that may unduly influence business decisions and judgments or otherwise interfere with the performance of the employee’s particular responsibilities at the Company and duties to others.

Employees must not enter into business relationships with customers, prospects, or suppliers of the Company, except for normal consumer transactions conducted through ordinary retail sources. More specifically, borrowings by employees from customers or suppliers of the Company are not permitted, except for routine borrowings from banking organizations, life insurance companies, member firms of the stock exchanges, and close relatives (Refer to Section IV - E.1 - Personal Investments and Section IV - E.2 - Personal Brokerage Accounts.)

Employees may not give legal, tax, investment or other professional advice to customers, prospects or suppliers of the Company, unless this activity is part of their regular duties at the Company. Additionally, employees may not recommend to customers, prospects, suppliers or other employees, third-party professionals who provide services (e.g., attorneys, accountants, insurance brokers or agents, stock brokers, and real estate agents), unless the employee provides several candidates without favoritism and discloses in writing that the recommendations have not been reviewed or endorsed by the Company. In no cases, can these recommendations be for a fee, and under no circumstances can employees make a recommendation if they expect to benefit from such recommendation.

All transactions by employees with customers or suppliers of the Company must be handled strictly on an arm’s length basis, and the terms of such transactions must not even suggest the appearance of personal advantage. Employees who may be presented with the possibility of any deviation from this standard are expected to decline the offer and explain the Company’s policy to the customer or supplier, along with the reasons for strict adherence to the Code.

2.Business Decisions

Employees must not permit a decision about whether the Company will do business with a present or prospective customer or supplier to be influenced by unrelated interests. Decisions relating to placing the Company’s business with present or prospective customers and suppliers, and the volume of such business, must be based solely on business considerations.

Employees are required to uphold antitrust, fair competition, anti-racketeering, and anti-bribery laws enacted by the United States, the various states within the U.S., and any other country in which the Company does business. These antitrust, fair competition, anti-racketeering, and anti-bribery laws are designed to preserve free and open competition. Failure to comply with these laws may result in litigation, government investigations and lawsuits, substantial fines or damages, and adverse publicity that are harmful to the Company’s reputation.

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Employees must preserve fair competition by refraining from discussing pricing or pricing policy, costs, marketing or strategic plans, or proprietary product or other confidential information with competitors. Employees must never agree with competitors on prices to charge customers, the division of markets or the boycott of certain customers, suppliers, or competitors. Except as permitted after consultation with the General Counsel, an employee may not enter into an arrangement on behalf of the Company that would condition the availability or price of a particular service on the customer’s agreement to obtain from, or provide to the Company some other services, or to refrain from dealing with a competitor of the Company in such a way as to violate the laws concerning tie-in arrangements.

There are activities and transactions that competitors can do jointly, but employees must exercise caution when dealing with or speaking to competitors and must consult with the General Counsel concerning questions as to the legality or appropriateness of a discussion with a competitor. If an employee finds himself or herself engaged in a conversation with a competitor, and the employee believes the competitor has made comments or asked questions that are, or may be perceived as a violation of antitrust, fair competition, anti-racketeering, or anti-bribery laws, the employee must immediately state his or her refusal to continue the discussion, abort the conversation, and refer the matter to the General Counsel. (Refer to the Company policies on Antitrust and Anti-Tying Policy.)

3.Exploitation of Relationships and Use of the Company’s Name, Letterhead or Facilities

Employees must be careful to ensure that customers, suppliers, and other employees do not exploit their relationship with the Company and that the Company’s name is not used in connection with any fraudulent, unethical, dishonest or unauthorized transactions. Additionally, employees must not use the Company’s name, letterhead or electronic media to endorse or recommend customers, suppliers or prospects to regulators, suppliers or others, except in accordance with applicable Company policy. In all cases, false statements can never be made in the name of the Company. All communications, business correspondence, marketing materials, websites, and presentations should be prepared in accordance with present Company policies that address corporate identity and the Company brand.

Generally, the Company will not issue endorsements of any customer, supplier, vendor, service or product, and the Company’s name must not be used by any customer, supplier, vendor or employee in advertisements or other such ways as to suggest such endorsement. Employees must not use the Company’s name to enhance their own opportunities with respect to any outside relationships or personal transactions, or to imply, without proper authorization, the Company’s sponsorship or support of their outside interests.

Except as provided in Human Resource policies, employees should not use their position at the Company or the contacts achieved through their position at the Company for the purpose of soliciting business or contributions for any entity other than the Company or its subsidiaries, regardless of whether or not the other entity is a customer, prospect or supplier of the Company.

Use of the Company’s letterhead or facilities or of an employee’s business card can be construed as the use of the Company’s name and reputation; therefore, it is important that employees not use Company letterhead for personal use or in a manner not authorized by the Company. Employees must never use Company letterhead or electronic media to make false statements purportedly on behalf of the Company.

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In general, raffles and lotteries are prohibited. Any exceptions must be approved by senior management.

Situations may arise wherein an employee may choose to serve in some capacity for, or on behalf of a charitable or not-for-profit institution. In such service, the employee may use their business card, the Company’s letterhead, and its facilities in connection with the non-Company entities, if either (1) the Company (as evidenced by written notice from the Chief Executive Officer or President) has agreed to sponsor a charity (for instance, The United Way), (2) the Chief Executive Officer or President has agreed to be the Co-Chair for a charitable event, (3) the Chief Executive Officer or President has requested or instructed an employee to work on an event, or (4) the Company has agreed to sponsor a charitable event, as evidenced by the Secretary’s written approval for the contribution to that charity. In all cases, the company’s name, documents, and facilities must be used in a dignified manner in connection with the specific duties and for the assigned time-period.

Any use of the Company’s letterhead, business card, name, or facilities, except as provided herein, in connection with sponsoring, promoting, introducing or conducting business, or correspondence for or on behalf of any non-Company entities, whether a for-profit or a not-for-profit entity, requires the prior permission of the Director of Corporate Marketing. To request such permission, the employee must submit a request through CODE RAP.

4.Know Your Customer

All employees must exercise care when selecting those customers with whom we conduct business. Each employee who: 1) conducts Company business with customers, 2) approves or influences customer transactions or 3) is in a supervisory, managerial or sensitive position, must read and adhere to the Company-wide Know Your Customer Policies and Procedures. Such employees must also comply with any Know Your Customer Policies and Procedures established by their respective business unit and all applicable laws and regulations on anti-money laundering, record keeping, and reporting.

5.Recognizing and Reporting Illegal, Suspicious or Unusual Activities

All employees must comply with applicable laws, regulations and Company policies pertaining to the identification, investigation, and reporting of all actual or suspected incidents of fraud, money laundering, illegal activity, and other suspicious or unusual activities. Such activities may be observed by an employee through his or her dealings with a customer or from transactions of a customer. It is critical for employees to report any illegal, suspicious or unusual activities by filing an Incident Report using the icon on their computers, so that the Company will be able to comply with the Bank Secrecy Act, the USA PATRIOT Act, and other laws and regulations.

Incident Reports should be filed as soon as possible after activity is thought to be illegal, suspicious or unusual, but all reports must be filed within 72 hours of when the activity was detected.

Employees who wish to make such reports anonymously or confidentially may do so by calling the Ethics Help Line or the Ethics Hot Line (Ethics Point). No retaliation of any kind will be permitted against any employee who makes a good faith report of an observed or suspected violation of any law, regulation or Company policy. (Refer to the specific requirements contained in the Company’s Policy on Identifying, Investigating and Reporting Illegal, Suspicious or Unusual Activities and the Company’s Bank Secrecy Act and USA PATRIOT Act Policies.)

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D.  DOING BUSINESS WITH THE GOVERNMENT

In accordance with the Company’s Government Contract Compliance Program, several key principles apply to doing business with government entities.  All employees are expected to comply with Company policies on “Doing Business with the Government”, but special focus is required by those individuals who are involved in the procurement, sales, marketing, and servicing of Government contracts.

1.  Complying with Government Contracts, and Government Contracting Laws and Regulations

Employees working with the Government have an obligation to know, understand, and abide by the applicable laws, regulations, and ethical standards of those Governments, many of which may be stricter than those that apply to our commercial customers.  Employees are required to know and comply with all terms and conditions of the Government contract(s) or subcontract(s) they support and are responsible for delivering services that meet all Government contractual requirements.

2.  Integrity in the Sales and Marketing Process

Employees must demonstrate the highest levels of integrity during the sales and marketing process.  This includes following laws and regulations concerning gift and entertainment restrictions, avoiding improper payments (e.g., bribes, improper gratuities or kickbacks to government employees/officials, prime contractors or subcontractors) and not entering into anti-competitive arrangements.  When responding to a Government solicitation, an employee will not seek to obtain from a present or former Government employee or official any information concerning a competitor’s bid.

3.  Truthful, Accurate Statements and Recordkeeping

Employees will not submit any documentation to any Government entity that they know contains false or inaccurate information.  In addition, employees are prohibited from making any statement, verbal or written, to a Government employee or official that he or she knows is not true.  All transactions will be entered accurately into the Company’s books and records in accordance with generally accepted accounting practices and principles of the United States and any other applicable laws.  The Company will ensure that it will bill its customers honestly for all services provided and in accordance with applicable contractual requirements.  Employees will be expected to record their expenses and time charges carefully, accurately, and promptly.

4.  Safeguarding Government Information and Property

Employees may not accept from any source, either directly or indirectly, any information marked as classified for national security purposes, unless proper security clearance has been granted by the Government and approval has been received from the Legal Department.  Employees will not use any Government-owned equipment to support non-Government production or divert Government-owned materials from their intended contractual use.  Employees will not take any piece of Government property for their personal use.  In addition, to protect the security of Government property, employees will not destroy or damage Government property while in the possession of the Company.

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5.  Cooperating with Government Audits and Investigations

The Company is committed to cooperating with audits and reasonable investigative requests.  Employees should not destroy or alter any Company documents (whether electronic or paper) in anticipation of a request for those documents from the Government.  Employees should not make any misleading or false statements to any Governmental investigator.

6.  Meeting Employment and Labor Obligations

Employees will not discuss employment opportunities with a present or former Government employee, official or any family member of such employee or official without prior approval from Human Resources.  This includes direct discussions, as well as any discussion conducted through an agent or recruiter.  The Company will comply with all Government contract provisions containing socioeconomic policies, including providing equal employment opportunity for all applicants and employees, developing affirmative action plans, and maintaining a drug-free workplace.   The Company will comply with all applicable laws regarding wage determinations that dictate prevailing wage rates and fringe benefits.

Employees who have questions about government contracting should contact the Government Contract group of the Compliance Department.

E.  PERSONAL FINANCES

1.  Personal Investments

Employees must always take care to be in compliance with the policies on personal securities trading, protecting confidential information, and all other policies developed by the Company with respect to transactions involving securities issued by the Company, its customers and other parties.

Consistent with the goal of aligning the interests of employees and shareholders, employees may not engage in short selling, trade options on the open market, or conduct short-term trades (60 day trading) of Company securities.

Generally, investments by employees in the stocks, bonds, options or other instruments issued by customers or suppliers of the Company should be considered carefully.  Investments by employees in publicly owned corporations would normally be permissible, as long as the employee is not in possession of inside information concerning such corporations.

If the employee’s job function might reasonably be expected to 1) include decision-making with respect to the Company’s activities with the publicly owned corporation or 2) involve the employee’s receipt of privileged information, any information acquired in this capacity should not be used by employees in making their personal investment decisions.  Investments or ownership in such corporations, which are suppliers and customers and whose securities are owned by our customers, would not be in conflict if bought under circumstances where there were no other points of conflict.  The same considerations would apply with respect to an investment in a major competing company.

Any personal investment actions taken by employees with respect to smaller or not publicly traded or readily marketable companies, or involving private equity funds or other special situations, however, would be regarded differently.  Such actions must not violate any of the principles cited in The Code, including conflicts, or result in any detriment, including reputational damage, to the interests of the Company or its customers.  Employees should consult policies on personal securities trading for additional information and restrictions.

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Employees are not permitted to engage in principal transactions with the Company, except when such transactions (1) are conducted through areas of the Company, such as brokerage and investor advisory businesses, which usually and customarily provide such services to individual customers, and (2) are in compliance with all the terms of this and all other Company policies addressing conflicts of interest and undue influence.

2.  Personal Brokerage Accounts

Employees who wish to open or maintain an account to conduct personal securities trading activity must comply with all Company policies that address the maintenance of personal brokerage accounts and the Company’s requirement for certain employees to disclose accounts, report trading activity, seek preclearance prior to trading or maintain accounts at a select group of broker/dealers.  When the brokerage firm requires a letter from the Company in connection with opening a brokerage account, such letter is to be furnished by the Compliance Department.

3.  Contributions to Political Parties

Employees are encouraged to personally support the political party or candidate of their choice through their own personal contributions.  Employees are not permitted to make gifts or contributions in the name of, or on behalf of the Company to any political committee, candidate or party.  Contributions are broadly defined to include any form of money, purchase of tickets, use of corporate personnel or facilities, or payment for services.  All such corporate contributions must be approved in writing by the Public Affairs Office and as permitted by applicable law.

The Company encourages employees to keep informed of political issues and candidates and to take an active interest in political affairs; however, any employee who participates in any political activity must follow these rules: (1) never act as a representative of the Company without the written permission from the Chief Executive Officer, (2) all such activities should be done on the employee’s own time, and employees may not use Company time, equipment, facilities, supplies, clerical support, advertising or any other Company resource, (3) employees’ political activities may not in any way cloud their objectivity to perform their job duties or interfere with their ability to do their job, and (4) employees may not solicit the participation of other employees, customers, suppliers, vendors or any other party with whom the Company does business.

4.  Contributions to Not-for-Profit Entities

The Company has a corporate charitable giving program that is administered by the Public Affairs Department.  Employees are encouraged to personally support the charities of their choice through their own personal contributions and through service.  A gift-matching program, also administered through the Public Affairs Department, is available to employees who may request the Company to partially match their gifts to qualified institutions and organizations.  Employees are not permitted to make gifts or contributions to charities or other not-for-profit entities in the name of, or on behalf of the Company.

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5.  Individual Employees’ Regulatory Requirements

Some employees perform jobs that require them to be registered, licensed or otherwise qualified by certain regulatory authorities (e.g., the Gramm-Leach-Bliley Act - TITLE II requires those Bank employees offering certain investment products to customers to become registered with the SEC).  All employees performing functions that require registrations or licenses must be mindful of their responsibilities to meet and maintain required qualifications.  If such an employee ceases to meet the requirements, he or she must immediately submit a report through CODE RAP.

F.  TREATING OTHERS FAIRLY AND WITH RESPECT

1.  Non-Discrimination

Employees must deal with present and prospective customers, suppliers, visitors, and other employees without any discrimination because of race, color, creed, religion, sex, national origin, ancestry, citizenship status, age, marital status, sexual orientation, physical or mental disability, veteran status, liability for service in the Armed Forces of the United States or any other classification prohibited by applicable law.

Any employee who believes that he or she has been the subject of discrimination, or who believes that an act of discrimination has occurred with respect to another employee, should report the perceived Policy violation to their manager or, the next level(s) of management or directly to their Human Resources Manager, promptly so that appropriate action may be taken.  Employees may choose to submit their report through CODE RAP or report the matter orally or in writing directly with Human Resources.  In any case, the report will be treated as confidential to the extent consistent with appropriate investigation and remedial action.

2.  Anti-Harassment

The Company maintains a work environment that is free from disruptive influences that can interfere with, or interrupt the work of, the Company.  Discriminatory or harassing remarks, jokes, inappropriate e-mails or Internet communications, or other conduct including that of a racial, ethnic, pornographic or sexual nature, which may be offensive to customers, suppliers or other employees, or otherwise create a hostile environment, will not be tolerated.

Harassment can take subtle forms and may vary from situation to situation.  For example, sexual harassment may include any unwelcome sexual advance or request for sexual favors, unwelcome flirtation, or other unwelcome actions, including insulting, degrading or inappropriately complimentary sexual remarks or conduct, sexual jokes, pornography, discussion of sexual activity, threats or suggestions that an employee’s work status is conditioned upon his or her acquiescence to sexual advances, touching, pinching, patting, the display of sexually suggestive objects or pictures, or other verbal or physical conduct of a sexual nature.

Any employee who believes that he or she has been the subject of harassment, or who believes that an act of harassment has occurred with respect to another employee, should report the perceived violation to their manager, to the next level(s) of management or directly to their Human Resources Manager promptly so that appropriate action may be taken.  Employees may elect to submit this report via CODE RAP or may also choose to report the issue orally or in writing directly with Human Resources.  In any case, your report will be treated as confidential to the extent consistent with appropriate investigation and remedial action.

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3.  Personal Relationships with Other Employees

Employees should be scrupulously honest and fair in all dealings with fellow employees and must not allow personal relationships with other employees to affect business decisions.  Employees must not take unfair advantage of other employees through manipulation, abuse of authority, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.

Subject to the provisions of the Company’s Policy on Loans From One Employee to Another, borrowing and lending between employees, or between an employee and a Family Member of another employee, is not permitted except for borrowing or lending that is of a short-term and incidental nature, involves a minimal amount of money (i.e., less than $250), and creates no conflict of interest attributable to the borrowing/lending relationship.  Refer to Section IV - A.2 - Personal Conflicts of Interest and the general prohibition against family members working within the same Division or employees handling transactions for their own Family Members.

Gifts given by one employee to another should always be appropriate and in good taste. Additionally, it is improper for employees to give gifts to other employees, except when these gifts are offered in customary circumstances, do not create a conflict of interest or the appearance thereof, and are of a value that is not greater than $250.  Employees who wish to give a gift larger than $250 to another employee must request approval through CODE RAP.  There are no restrictions on gifts between Family Members.

G. COMPLIANCE WITH THE LAW

1.  Illegal or Criminal Activities

Employees of the Company must not participate in any illegal or criminal activities.  In addition, employees must abide by the Company’s policies concerning substance abuse.  While on Company premises or while on Company business, the following are prohibited:  (1) the use, purchase, sale, transfer or possession of unlawful drugs or controlled substances, (2) the unauthorized use, purchase, sale, transfer or possession of alcohol, (3) being under the influence of unlawful drugs, controlled substances or alcohol, and (4) the abuse of lawful drugs.

Any employee who has been formally accused of, convicted of or has pleaded guilty to a felony, entered into a pre-trial diversion or similar program in connection with a prosecution for a felony or been subject to any order, judgment, decree or sanction by a regulatory agency must immediately report such information in writing to the Director of Human Resources.

2.  Investigations

Employees must cooperate in any investigation conducted by the Company, its regulators or law enforcement agencies and are expected to be truthful and forthcoming during any such investigation.  This includes situations where the employee is an implicated party, a witness, or is asked to provide information to facilitate an investigation.  Any attempt to withhold information, sabotage or otherwise interfere with an investigation, may be subject to any level of disciplinary action.  Investigations are confidential Company matters.  It is impermissible to discuss any aspect of an investigation, even the fact that an investigation is being conducted, with any person not authorized to know the information, including your coworkers, managers, and individuals outside of the Company.  Refer to Company policies on responding to investigations.

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3.  Protection of Company Assets

Employees must protect the Company’s assets, including the Company’s physical assets, loan assets, receivables, investments, and other assets and property, in whatever ways are appropriate to maintain their value to the Company.  Care should also be taken to use facilities, furnishings, and equipment properly and to avoid abusive, careless, and inappropriate behavior that may destroy, waste or cause the deterioration of Company property.  Theft of any Company property, furnishings, equipment or other assets is unlawful.  Employees who commit theft, or abet others in the act of thievery against the Company, will be subject to consequences.  (Refer to Section IV.B.1 Proprietary information and intellectual property and Section IV.C.3 Use of the Company’s name, letterhead or facilities.)

V.  PENALTIES

Employees who compromise or violate the law, Company policies or procedures relating to the conduct of its business, or the ethical standards contained in the Company’s Code of Conduct will be subject to corrective action up to and including dismissal and, where appropriate, criminal or civil proceedings under applicable laws.

Any employee, upon realizing that they have not requested and received the required approval for any of the activities/duties/appointments as set forth in The Code or applicable Company policies, is required to do so immediately.  Additionally, any employee who has not provided reports, as required herein, should do so immediately.  Unless written authorization has been provided by the Chief Compliance and Ethics Officer, no employees are “grandfathered” or otherwise exempt from complying with the reporting and approval requirements of The Code.

VI.  MANAGEMENT RESPONSIBILITIES

Managers have primary responsibility for enforcing The Code and ensuring that the process and communication within their lines of business is sufficient to achieve compliance with its principles.  Annually, managers must review The Code with all members of their staff and then submit to their manager written assurance that this review has been accomplished.

The Company also conducts an annual Code of Conduct Questionnaire Filing and Review Process.  Designated senior managers play an important role in this process by distributing a Code of Conduct Questionnaire and Affiliation Record to targeted employees and stressing the significance and importance of The Code itself.

Designated senior managers should make themselves available to discuss The Code and to answer any questions that their employees may have.  These managers must also review the answers on each completed Questionnaire, seek further explanation of any unsatisfactory responses, and determine if any responses require notification of the Sector Head, Chief Compliance and Ethics Officer, General Counsel or Director of Human Resources.  Further, the designated senior managers are responsible for informing the Compliance Department that the process was completed satisfactorily in their respective business areas.

Questions concerning The Code or The Code of Conduct Questionnaire and Affiliation Record should be directed to the Chief Compliance and Ethics Officer.

VII.  OWNERSHIP

The Chief Compliance and Ethics Officer owns the Code of Conduct and Interpretive Guidance.

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EXHIBIT A

U.S. LAWS AND REGULATIONS REFERENCED IN THE CODE

(Employees who believe that any provision of The Code is inconsistent with local laws or regulations, or with their individual employment contract, should consult with the Legal Department.)

The Bank Secrecy Act

The Bank Secrecy Act commonly refers to a series of laws enacted since 1970 that require U.S. financial institutions to take reasonable steps to detect, deter, and report potential illegal activity involving cash deposits and withdrawals, correspondent and private banking accounts, wire transfers or any other transaction in which a U.S. financial institution may engage in with its customers.  U.S. financial institutions, which include banks, broker/dealers, trust companies, investment advisors, insurance companies, and mutual funds, must establish Anti-Money Laundering (AML) programs that meet certain basic requirements to detect, deter, and report money laundering and terrorist financing. Minimally, a U.S. financial institution’s AML program must include the following elements: internal policies, procedures and controls; the designation of an anti-money laundering compliance officer; an ongoing employee-training program; and an independent audit function to test for compliance.  The provisions of the USA PATRIOT Act, enacted in 2001, have greatly expanded the BSA and the scope of AML programs.  These programs must incorporate a customer identification process into the KYC procedures and meet additional retention and record keeping requirements.

AML programs must also include certain minimum (i) due diligence criteria for correspondent accounts of all foreign financial institutions and all private banking accounts, and (ii) enhanced due diligence requirements for correspondent accounts of some foreign banks (i.e., those operating under an offshore banking license) and for private banking accounts of senior foreign political figures.  Banks and broker/dealers are required to file reports of such activity, including Currency Transaction Reports (CTRs) and, as applicable, Suspicious Activity Reports (SARs) with law enforcement and bank regulatory agencies.

Violations of the Bank Secrecy Act can result in a prison term of up to 20 years and fines of as much as $1,000,000 per offense for convicted persons.  A bank convicted of a money laundering or Bank Secrecy Act crime can also have its license or charter revoked and lose its FDIC insurance.

The Bank Bribery Act

The Bank Bribery Act makes it a crime for any director, officer or employee of an FDIC insured bank to make or grant any loan or gratuity to a public bank examiner; and for any director, officer, employee, agent or attorney of a financial institution to solicit, demand, accept or agree to accept anything of value in exchange for being influenced or as a reward in connection with any business or transaction of such financial institution.

Violations of the Bank Bribery Act can result in a prison term of up to 30 years and fines of up to $1,000,000 or three times the value of the bribe, whichever is greater, per offense for convicted persons.  Violators may also be fined a further sum equal to the money so loaned or gratuity given.

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The Foreign Corrupt Practices Act

The Foreign Corrupt Practices Act of 1977 (FCPA), as amended, prohibits the bribery of foreign officials in international business transactions.  It has two, independent substantive components.  The anti-bribery provisions make it a crime (with very limited exceptions) for any U.S. person or company to bribe (that is, to authorize, offer or make payments of anything of value to), directly or indirectly, any foreign official, foreign political party, foreign political candidate, or any officer of a public international organization, in order to obtain, retain or direct business, or to secure an improper advantage.  The accurate books and records provisions impose internal accounting controls and record-keeping requirements on all issuers of U.S. securities in order to eliminate off-the-books accounts that could be used to conceal such bribes.  The FCPA covers (i) improper payments made directly by the Company, its directors and its employees, as well as those made indirectly by agents, representatives, consultants or business partners acting on our behalf and (ii) acts of foreign persons in furtherance of a foreign bribe while in the U.S., as well as acts of U.S. persons to further unlawful payments completely outside the U.S.   The FCPA also contains some exceptions (including one for “grease” or “facilitating” payments) which should be read narrowly.  In December 1997, the 29 member countries of the OECD and 5 non-member countries adopted the “Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.”  The Convention is a statement of principles and, like the FCPA, has both anti-bribery and accounting components.  The Convention requires the signatory countries to enact laws that implement its principles.   Accordingly, many foreign countries where we conduct business have recently enacted anti-bribery laws to cover unlawful payments occurring in those countries, and where applicable, we must comply with those requirements as well as the FCPA.   In the U.S., the FCPA was amended in 1998 to implement some of the expanded coverage of the Convention.

Violations of the FCPA entail significant consequences, both in terms of criminal liability and civil fines, as well as adverse publicity, loss of good will, and the cost of a major internal investigation to determine the facts.  The Foreign Corrupt Practices Act contains serious criminal and/or civil penalties, including up to 5 years in prison for individuals and $2 million in fines for corporations for violations of the anti-bribery provisions, and up to 10 years in prison for individuals and $2.5 million in fines for corporations for knowing and willful violations of the books and records provisions.

Federal Reserve Act Section 23A (Regulation W)

Section 23A of the Federal Reserve Act limits the aggregate amount of “covered transactions” a bank can engage in with its non-bank affiliates to 10% of the Bank’s capital and surplus for each affiliate and 20% of the Bank’s capital and surplus in the aggregate for all affiliates.  “Covered transactions” include extensions of credit by a bank to an affiliate, guarantees by a bank of obligations of an affiliate, acceptance by a bank of securities issued by an affiliate as collateral for a loan and the purchase of assets by a bank from an affiliate.  In addition, any extension of credit or guarantee must be secured by collateral having a market value of 100%-130%, depending upon the type of collateral.

Federal Reserve Act Section 23B (Regulation W)

Section 23B of the Federal Reserve Act requires transactions between a bank and its affiliates to be on terms and under circumstances that are substantially the same, or at least as favorable to the bank, as those prevailing at the time for comparable transactions with or involving non-affiliated companies.

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Regulation O of the Board of Governors of the Federal Reserve System

Regulation O governs extensions of credit by a bank to its executive officers, directors, principal shareholders and their related interests.  It provides quantitative limits on such extensions of credit and requires that such extensions of credit be made on substantially the same terms as, and following credit underwriting procedures that are not less stringent than, those prevailing at the time for comparable transactions by the bank with persons that are not covered by this regulation and requires prior board of director approval for extensions of credit above a minimum threshold.  It contains additional restrictions with respect to loans to executive officers and requires that such loans be reported to a bank’s board of directors.  It also requires that extensions of credit to executive officers, directors and principal shareholders of correspondent banks be made on terms and conditions comparable to extensions of credit to non-insiders.

Securities Exchange Act of 1934

The Securities Exchange Act of 1934 prohibits the fraudulent misuse of material nonpublic information (often referred to as “inside information”) concerning a company.  Fraudulent misuse of inside information includes buying or selling stock or other securities on the basis of material nonpublic information, in breach of a duty, for one’s own account, the account of a family member, a friend, a legal entity (i.e., a “shell company”), and/or a customer or a proprietary account of the Company.  The prohibition may not be avoided by disclosing such information to someone else (often referred to as “tipping”) who then trades on it, or by using the information as the basis for recommending the purchase or sale of securities (even though the information itself is not disclosed).  The prohibition also applies when the information is used to avoid losses (i.e., selling before the public dissemination of adverse sales or other financial information).

Gramm-Leach-Bliley Act

Title II of the Gramm-Leach-Bliley Act requires employees performing job functions involving the offering of certain investment products to be registered with the Securities and Exchange Commission.  Such employees must maintain registrations in good standing.

Title V of the Gramm-Leach-Bliley Act and its associated Regulations limit the ability of financial services firms to share information about consumers with non-affiliated third parties.  In general, a financial services firm may not disclose information about a consumer to a non-affiliated third party unless (i) the consumer has been notified of the proposed disclosure, (ii) the consumer has had a reasonable opportunity to opt out of the disclosure, and (iii) the consumer has not opted out.  A number of exceptions apply to permit disclosures that are necessary for the transaction of business with the consumer.  In addition, financial services firms are required to provide written notices describing their privacy policies to each consumer when that consumer becomes a customer of the firm and annually thereafter during the customer relationship.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act of 2002 broadly impacts the way public companies, and their officers, directors, audit committees, auditors, and counsel perform their duties, and it imposes significant new responsibilities, liabilities, and risks on each of these parties.  The Act mandates new corporate governance and financial reporting requirements intended to enhance the accuracy and transparency of public companies’ reported financial results.  It establishes new responsibilities for corporate CEOs, CFOs and audit committees in the financial reporting process.  It backs these requirements with new SEC enforcement rules and criminal penalties, including new obstruction of justice and document destruction provisions.  The Act also provides for the establishment of a Public Company Accounting Oversight Board, new federal corporate whistleblower protection, and a lengthened statute of limitations for securities fraud.

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Fair Credit Reporting Act

The Fair Credit Reporting Act prohibits the disclosure of information relating to a consumer’s creditworthiness, subject to certain limited exceptions.  It also limits the circumstances under which credit reports about consumers may be obtained.  Civil remedies, including fines and damages, may be awarded for violations of the Act; obtaining a credit report under false pretenses is a crime.

Fair Lending

Federal Fair Lending Laws, as specified in the Federal Fair Housing Act, the Equal Credit Opportunity Act, and Regulation B, prohibit discrimination in lending on the basis of the applicant’s race, religion, national origin, sex, marital status, familial status, handicap, age, receipt of public assistance income, or exercise of rights, in good faith, under the Consumer Protection Act.  The rules apply to lending in the form of personal loans, mortgage loans, credit cards, and margin credit extended by brokerage firms.

Community Reinvestment Act (CRA Act)

The Community Reinvestment Act seeks to affirmatively encourage lending institutions to help meet the credit needs of the entire community served by each institution covered by the statute, including low and moderate income neighborhoods, in a manner consistent with safe and sound lending principles.  The CRA Act requires regulators of institutions to monitor and assess the institution’s CRA record according to specified tests and to take the record into account when considering an institution’s applications for establishing branches, relocating, mergers and acquisitions, and other things.

U.S. Economic Sanctions Laws and Regulations (under “OFAC”)

The U.S. Government from time to time imposes economic sanctions and trade restrictions on specific countries, persons and activities (such as terrorism or narcotics trafficking) as a measure of furthering U.S. foreign policy and national security objectives (the “U.S. Sanctions Programs.”)  The U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) is primarily responsible for administering and enforcing the U.S. Sanctions. A U.S. Sanctions Program commences when the President of the United States issues an “Executive Order” that identifies a specific country, persons or activity as being a threat to the national security and imposes sanctions.  The U.S. Congress also enacts sanctions legislation. U.S. Sanctions Programs apply to the Company and all its employees (including U.S. citizen or permanent resident alien employees, wherever located), all its operations in the United States, all its overseas branches and, in certain instances, its overseas subsidiaries and controlled affiliates.  The U.S. Sanctions generally require that the Company block all “property” of sanctioned entities, including all accounts, securities and other assets as soon as such property comes into our possession or control and prohibits us from engaging in financial transactions directly or indirectly in any way related to a sanctioned country, person or activity.  Violations of the U.S. Sanctions Programs carry substantial civil and criminal penalties, which can vary depending on the program.  For example, civil fines can range from $11,000 to a $1,075,000 per violation.  Willful violations of the embargo programs are in all cases subject to criminal fines or prison terms (of up to 10 years) or both.

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The Uniting and Strengthening America By Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (“The USA PATRIOT Act”) of 2001

In October 2001, the President signed into law the USA PATRIOT Act which provides the government with new, enhanced powers to combat international terrorism and terrorist financing.  The objectives of the USA PATRIOT Act are (1) to establish new and enhanced methods to combat international money laundering and the financing of terrorism by broadening existing coverage and extraterritorial jurisdiction, (2) to provide the Secretary of the Treasury and other departments of the federal government with enhanced authority to identify, deter and punish international money laundering, and (3) to expand the U.S. anti-money laundering compliance and due diligence obligations and enhanced due diligence for all financial institutions.

Title III of the USA PATRIOT Act, the International Money Laundering Abatement and Anti-Terrorism Financing Act of 2001, amends the Bank Secrecy Act and imposes significant new anti-money laundering requirements on a broad range of financial institutions to detect, deter and prevent terrorism, money laundering and other criminal schemes.  Some of the key provisions of Title III of the USA PATRIOT Act include: prohibition of U.S. correspondent accounts with foreign shell banks; special due diligence and enhanced due diligence for correspondent and private banking accounts; special measures for jurisdictions, financial institutions or international transactions of primary money laundering concern; information sharing with regulatory and enforcement authorities and between financial institutions; and verification of customer identification.  The USA PATRIOT Act also increases civil and criminal penalties for violation of the Bank Secrecy Act to up to $1,000,000.

Antitrust Laws

The antitrust laws prohibit business practices that unreasonably restrain, limit, or reduce competition.  Activities that raise antitrust issues under Federal and State antitrust laws include price fixing, tie-in arrangements, market or customer allocations, refusals to deal, reciprocal dealing arrangements, and exclusive dealing arrangements.  Acquisitions of companies or assets, and joint ventures, partnerships and interlocking employees, officers and directors may also raise antitrust issues.

The consequences of not complying with antitrust laws may result in enforcement proceedings, civil penalties including treble damages, and criminal penalties, and affect proposed mergers and acquisition activities.

The Bank Holding Company Act-Laws and Regulations Regarding Tie-In Arrangements

The Bank Holding Company Act was passed in 1956 to (1) control bank holding company expansion to avoid the creation of monopoly or restraint of trade in banking and (2) allow bank holding companies to expand into non-banking activities related to banking while maintaining separation between banking and commerce.  Section 106 of the Bank Holding Company Act Amendments of 1970 was enacted to prevent banks from using their market power in certain products and services, especially in extending credit, to gain an unfair competitive advantage in other businesses.

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In general, a bank is prohibited from “conditioning” or varying the consideration for a credit, sale or lease of property or provision of service on (i) a customer obtaining additional credit, property or services from a bank, its parent or an affiliate; (ii) a customer providing some additional credit, property or service to the bank, its parent or an affiliate; or (iii) a customer agreeing not to obtain credit, property or services from a competitor.  Limited exceptions apply to each of these prohibitions.

Penalties for violations of Section 106 include civil penalties and regulatory actions including the loss of financial holding company status.

U.S. Antiboycott Laws and Regulations

The U.S. Government has, since the mid-1970s, prohibited the participation of U.S. persons in foreign economic boycotts not sanctioned by the U.S. Government under two separate programs that are administered and enforced by the US Commerce Department and the IRS in the US Treasury Department  (the “U.S. Antiboycott Programs”).  The U.S. Antiboycott Programs generally prohibit six categories of conduct: (i) refusing or agreeing to refuse to do business with a boycotted country, a national of a boycotted country, or a boycotted person; (ii) refusing to hire or otherwise discriminating in employment against a U.S. person, in deference to a boycott requirement or request on the basis of the person’s race, religion or national origin; (iii) furnishing information, in deference to a boycott requirement or request, about the race, religion or national origin of a U.S. person; (iv) furnishing information sought to establish possible associations, or to confirm the absence of associations, with boycotted places or persons; (v) furnishing information about any person’s association with or support for any charitable or fraternal organization supporting a boycotted country; and (vi) paying, honoring, confirming or otherwise implementing a letter of credit that contains any condition or requirement of compliance, which is prohibited by any of the preceding prohibitions.  The U. S. Antiboycott Programs also require persons receiving such boycott requests to report them.  Violations of the U.S. Antiboycott Programs may result in criminal prosecution, the loss of certain tax benefits and substantial civil penalties.

The Employee Retirement Income Security Act of 1974 (“ERISA”)

The Employee Retirement Income Security Act of 1974, as amended (“ERISA”), is a comprehensive federal statute that governs the establishment and administration of employee benefit plans by (i) establishing standards of conduct that govern the responsibilities and obligations of fiduciaries of employee benefit plans; (ii) establishing minimum standards of participation, vesting and funding for such plans; (iii) requiring disclosure and reporting of financial and other information with respect to such plans; and (iv) providing appropriate remedies and sanctions for violations. The U.S. Department of Labor (“DOL”) is charged with the administration, interpretation and enforcement of the provisions of ERISA.   ERISA subjects certain parties that fail to comply with its provisions to liability.  Absent an exemption, ERISA imposes severe penalties on parties in interest who enter into prohibited transactions, identified in the law, even if a specific transaction between the plan and the party in interest is reasonable, on market terms, or otherwise beneficial to the employee benefit plan.  As a provider of services to employee benefit plans, the Company must comply with ERISA.

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Title VII of the Civil Rights Act of 1964, as amended (“Title VII”)

Title VII of the Civil Rights Act of 1964 prohibits discrimination by employers against an individual on the basis of the individual’s race, color, religion, sex, or national origin.  Title VII expressly proscribes discrimination in connection with the hiring and discharge of an employee and  “with respect to his compensation, terms, conditions or privileges of employment.”   In addition, an employer may not “limit, segregate or classify” employees based on any of the prohibited categories, if doing so would deprive or tend to deprive an individual of employment opportunities or otherwise affect his or her status as an employee.

Age Discrimination in Employment Act (“ADEA”)

The Age Discrimination in Employment Act prohibits an employer from discriminating against employees or prospective employees age forty or older.   Specifically, an employer may not refuse to hire, discharge or “otherwise discriminate” against an individual with respect to compensation, terms, conditions or privileges of employment on the basis of the individual’s age.  An employer also may not, on the basis of age, “limit, segregate or classify” employees in a manner tending to deprive the individual of employment opportunities.  Discrimination is permitted; however, if age is a “bona fide occupational qualification.”

Americans with Disabilities Act (“ADA”)

The Americans with Disabilities Act prohibits an employer from discriminating against a  “qualified individual with a disability” because of such disability in regard to job application procedures, hiring, advancement, discharge, compensation, training and “other terms, conditions and privileges of employment.”  Disability discrimination includes the failure to make reasonable accommodations for the employee or denial of employment in order to avoid having to make such reasonable accommodation.  An employer need not accommodate an individual’s disability if doing so would impose an undue hardship on the operation of the employer’s business.

The Family & Medical Leave Act (“FMLA”)

The Family and Medical Leave Act (“FMLA”) requires the Company to provide eligible employees with up to twelve workweeks of unpaid, job protected leave during any twelve-month period for certain family and medical reasons.  Allowable reasons for a leave under FMLA include (i) the birth and care of a newborn child; (ii) the placement with the employee of a child for adoption or foster care; (iii) the employee’s need to care for an immediate family member with a serious health condition; or (iv) the employee’s inability to work because of a serious health condition.  During the FMLA-leave, the employee’s health care benefits, if applicable, will be continued as though the employee is actively at work.

Employees seeking to use FMLA-leave are required to provide thirty-days’ advance notice of the need to take FMLA-leave when the need is foreseeable and such notice is practicable.  Upon return from FMLA-leave, employees must be restored to their original or an equivalent position with equivalent pay, benefits, and other employment items, except in the case of defined “Key Employees.” (The “Key Employee” exception pertains to the limited circumstances in which the Company can refuse to reinstate certain highly paid, salaried “key employees” because restoration to employment will cause substantial and grievous economic injury to its operations.)

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Uniform Services Employment and Reemployment Rights Act (“USERRA”)

The USERRA gives returning service persons rights regarding reemployment, retraining, employee benefits offered by the employer, and protection from discrimination based on service in the military.  The goal of this law is to return employees from their military duty to their previous employment positions with all the status, pay, and benefits that they would be entitled to had they not left for military service.  In order to be protected under this law, the employee must receive an honorable discharge, be on military leave for no more than five years, and reapply for reemployment with a specific time frame, but the right to reemployment is not absolute.  An employee who leaves a job in order to perform active duty in the armed forces is entitled to reinstatement after honorable discharge “if still qualified to perform the duties of such position.”  If it is impossible to return the service person to his or her former position due to a service-incurred disability, or because the job’s requirements have been increased while the veteran was away, he or she is entitled to the nearest similar job he or she can perform. The employer must provide reasonable retraining.

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EXHIBIT B

THE CODE REFERENCE LIST

I.  WHO TO CONTACT TO REPORT SUSPECTED VIOLATIONS OF THE CODE, LAW, REGULATION OR COMPANY POLICY

SECTION	SITUATION	STEP(S) TO BE TAKEN
III.	To report any violation or suspected violation of the Code or any law, regulation, or other Company policy	Employees must report all observed or suspected violations either by: A.  Contacting management via the Company’s Ethics Help Line at ethics@bnymellon.com or calling: ·    United States and Canada: 1-888-635-5662 ·    Europe: 00-800-710-63562 ·    Brazil: 0800-891-3813 ·    Australia: 0011-800-710-63562 ·    Asia: 001-800-710-63562 (except Japan) ·    Japan: appropriate international access code + 800-710-63562 ·    All other locations: call collect to 412-236-7519
		Employees may call the Ethics Help Line anonymously and calls to the ethics office are not identified with caller identification.
		B.  Notifying their manager, the Chief Compliance and Ethics Officer, the General Counsel or the Director of Human Resources who will each make every effort to maintain confidentiality.
		C.  If employees are uncomfortable contacting the Company directly, they may contact Ethics Point, an independent hotline provider, via the web at http://www.ethicspoint.com (hosted on Ethics Point’s secure servers and is not part of the Company web site or intranet) or by calling the Ethics Hot Line (Ethics Point) at: ·    United States and Canada: 1- 866-294-4696 ·Outside the United States dial the AT&T Direct Access Number for your country and carrier, then 866-294-4696
		AT&T Direct Access Numbers by Country/Carrier ·    United Kingdom: British Telecom 0-800-89-0011; C&W 0-500-89-0011; NTL 0-800-013-0011 ·    India 000-117 ·    Brazil: 0-800-890-0288 ·    Ireland: 1-800-550-000; Universal International Freephone 00-800-222-55288 ·    Japan: IDC 00 665-5111; JT 00 441-1111; KDDI 00 539-111 ·    Australia: Telstra 1-800-881-011; Optus 1-800-551-155 ·    Hong Kong: Hong Kong Telephone 800-96-1111; New World Telephone 800-93-2266 ·    Singapore: Sing Tel 800-011-1111; StarHub 800-001-0001
		D.  Notifying the Non-Management member of the Board of Directors designated to receive complaints via mail addressed to: The Bank of New York Mellon Corporation, Church Street Station, P.O. Box 2164, New York, New York 10008-2164, Attn: Non-management Director, or via E-Mail sent to: non-managementdirector@bankofny.com.

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II. WHO TO CONTACT TO ASK QUESTIONS ABOUT THE CODE OR LAWS AND REGULATIONS

SECTION	SITUATION	STEP(S) TO BE TAKEN
ALL	To ask questions about the Code of Conduct	Employees should discuss questions with their manager or consult with the Chief Compliance and Ethics Officer.
Exhibit A	To ask questions about laws and regulations	Employees should discuss questions with their manager, or consult with the Chief Compliance and Ethics Officer or the General Counsel.

III.  WHO TO CONTACT TO OBTAIN APPROVALS OR REPORT EVENTS AS REQUIRED BY THE CODE

Items noted with an “*” require employees to file their request or reports through CODE RAP. Employees without access to CODE RAP should consult with their manager for instructions on how to file.
It is important to note that, employees of certain lines of business, such as those employed by a broker dealer, may have further restrictions or employees based in countries outside of the United States may have laws that are unique to their location. Such employees must comply with the Company’s Code of Conduct, in addition to specific line of business policies and any laws or regulations specific to the country in which the employee works or does business.
SECTION	SITUATION	STEP(S) TO BE TAKEN
IV. A. 1	If you have received an offer for compensation from an outside party to direct business unfairly, as further outlined in the Company’s Policy on Gifts and Entertainment and Other Payments.	You must inform your manager who will then report the offer to the Chief Compliance and Ethics Officer. *
IV. A. 1	If you have received a gift or entertainment from current or prospective customers or suppliers/vendors of the Company that requires approval as further outlined in the Company’s Policy on Gifts and Entertainment and Other Payments.	You must inform your manager and request permission to retain the gift or partake of the entertainment. *
IV. A. 1	If you wish to present gifts or entertainment to a current or prospective customer or supplier/vendors that requires approval as further outlined in the Company’s Policy on Gifts and Entertainment and Other Payments.	You must inform your manager and request permission to present the gift or entertainment. *
IV. A. 2	If your personal or related interests or the interests of your Family Members could be considered a conflict of interest or potential conflict of interest with the interests of the Company.	You must report the circumstances surrounding such situation immediately, to your manager and to Human Resources. As an alternative, you can report this matter to the Chief Compliance and Ethics Officer via CODE RAP.

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SECTION	SITUATION	STEP(S) TO BE TAKEN
IV. A. 2	If you have a personal relationship with another employee and a conflict has arisen or may be expected to arise.	You must report the circumstances surrounding such situation immediately, to your manager and to Human Resources. As an alternative, you can report this matter to the Chief Compliance and Ethics Officer via CODE RAP.
IV. A. 2	If you wish to exercise signing authority over any personal or business (for-profit or not-for-profit) account at the Company.	Restrictions exist in connection with such signing authority. You must comply with all restrictions and requirements outlined in the Company’s Policy on Employee Signing Authority. *
IV. A. 3	If you wish to act as a fiduciary (trustee, executor, etc.) for a Family Member or longstanding personal friend where there is no conflict or potential conflict of interest with the Company and no compensation is received.	No approval is required. However, if a conflict or potential conflict of interest exists and/or compensation is received, you may not serve as a fiduciary unless you have the written approval of the Chief Executive Officer and the Chief Compliance and Ethics Officer. Certain instances also require the approval of the Board of Directors or a subsidiary Board of the Company.
IV. A. 3	If you wish to act as a fiduciary (trustee, executor, etc.) in situations involving customers, prospects or other employees not addressed above.	You may not serve as a fiduciary unless you have the written approval of the Chief Executive Officer and the Chief Compliance and Ethics Officer.
IV. A. 3	If you wish to request permission to accept a bequest granted under the will or trust instrument of a customer other than a Family Member.	You must obtain permission from the Chief Compliance and Ethics Officer. *
IV. A. 4	If you request permission to: ·    Serve as an owner of any privately held for-profit business. ·    Serve as a director, trustee, officer, or partner of a for-profit business ·    Serve as a director, trustee, officer, or owner of a not-for-profit. ·    Accept other outside employment. ·    Accept a political appointment or become a candidate for elective office. ·    Retain compensation in connection with other situations.	You must comply with all restrictions and requirements outlined in the Company’s Policy on Outside Affiliations, Outside Employment and Certain Outside Compensation Issues. *

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SECTION	SITUATION	STEP(S) TO BE TAKEN
IV. B. 2	In rare cases where it appears necessary for you to disclose your password.	You must notify your management. *
IV. B. 5	If you are unclear whether or not you are affected by Personal Securities Trading Rules or wish to determine whether specific transactions may be in violation of the Rules and Regulations on Insider Trading.	You must consult with the Chief Compliance and Ethics Officer.
IV. C. 2	If you are engaged by a competitor in discussion regarding pricing or pricing policy, costs, marketing or strategic plans, proprietary products, or other confidential information.	You must immediately abort such discussion, indicate your unwillingness to continue the conversation, and report the incident to the General Counsel. Consult with the Legal Division if you have any questions as to what is legal to do or discuss with a competitor.
IV. C. 3	If you wish to use the Company’s name, letterhead, business card or facilities in an endorsement of another entity or product for a situation not specifically addressed in the Code or other Company policies.	You must obtain the prior permission of Corporate Marketing *
IV. E. 5	If you perform a job that requires you to be registered, licensed or otherwise qualified by certain regulatory agencies and you cease to meet and/or maintain the required qualifications.	You must immediately report the circumstances surrounding this situation to your manager. *
IV. F. 1	If you believe you have been subject to discrimination or that an act of discrimination has occurred with respect to another employee.	You must report the perceived violation to your manager or, if appropriate, to the next level(s) of management or directly to your Human Resources Manager promptly. You may elect to submit this report on CODE RAP or you may also choose to make such report verbally or in writing. In any case, your report will be treated as confidential to the extent consistent with appropriate investigation and remedial action.
IV. F. 2	If you believe you have been subject to harassment or that an act of harassment has occurred with respect to another employee.	You must report the perceived violation to your manager or, if appropriate, to the next level(s) of management, or directly to your Human Resources Managers promptly. You may elect to submit this report on CODE RAP or you may also choose to make such report verbally or in writing. In any case, your report will be treated as confidential to the extent consistent with appropriate investigation and remedial action.

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SECTION	SITUATION	STEP(S) TO BE TAKEN
IV. F. 3	If you have given or received a gift or entertainment to/from another employee which requires approval (please note there are no restrictions on gifts between Family Members).	Restrictions exist in connection with such gifts and entertainment between employees. You must comply with all restrictions and requirements outlined in the Company’s Human Resource policies. *
IV. F. 3	If you have given or received a loan to/from another employee.	Restrictions exist in connection with such loans. You must comply with all restrictions requirements outlined in the Company’s Policy on Loans from One Employee to Another. *
IV. G. 1	If you have been formally accused of, convicted of or have pleaded guilty to a felony, entered into a pre-trial diversion or similar program in connection with a prosecution for a felony or been subject to any order, judgment, decree or sanction by a regulatory agency.	You must immediately report such information in writing to the Director of Human Resources. You may utilize CODE RAP to submit this report if you choose.

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EX-99.B(P)(7)

Exhibit 99.B(p)(7)

ALLIANCEBERNSTEIN L.P.

CODE OF BUSINESS CONDUCT AND ETHICS

“Trust is the foundation of an investment management company, an attribute that takes years to establish and just days to destroy. Promoting and sustaining a fiduciary culture is, therefore, a business imperative.”

- Lewis A. Sanders, Chief Executive Officer

Updated January 2007

A Message from Lewis A. Sanders,

Chief Executive Officer of AllianceBernstein

Trust is the foundation of an investment management company, an attribute that takes years to establish, constant vigilance to maintain, and just days to destroy.  Honesty, integrity, and high ethical standards must therefore be practiced on a daily basis in order to protect this most critical asset.

Enhancing our sensitivity to our fiduciary obligations, and ensuring that we meet those obligations is an imperative for all. The Internal Compliance Controls Committee, the Code of Ethics Oversight Committee, the Conflicts Officer and the Office of the Company Ombudsman  provide AllianceBernstein employees with comprehensive guidance and multiple avenues in which to explore work-related issues or questions.

AllianceBernstein has long been committed to maintaining and promoting high ethical standards and business practices.  We have prepared this Code of Business Conduct and Ethics (the “Code”) in order to establish a common vision of our ethical standards and practices.  The Code is intended to establish certain guiding principles for all of us and not to be an exhaustive guide to all the detailed rules and regulations governing the conduct of business in the various countries where we do business. Separately, we have prepared a series of fiduciary and business-related policies and procedures, which set forth detailed requirements to which all employees are subject.  We also have prepared various Compliance Manuals, which provide in summary form, an overview of the concepts described in more detail in this Code and in our other policies and procedures.

You should take the time to familiarize yourself with the policies in this Code and use common sense in applying them to your daily work environment and circumstances. Your own personal integrity and good judgment are the best guides to ethical and responsible conduct.  If you have questions, you should discuss them with your supervisor, the General Counsel, the Chief Compliance Officer or a representative of the Legal and Compliance Department or Human Resources. If the normal channels for reporting are not appropriate, or if you feel uncomfortable utilizing them, issues may be brought to the attention of the Company Ombudsman, who is an independent, informal and confidential resource for concerns about AllianceBernstein business matters that may implicate issues of ethics or questionable practices.

Our continued success depends on each of us maintaining high ethical standards and business practices. I count on each of you to apply good ethics and sound judgment in your daily responsibilities in order to help ensure that success.

Lewis A. Sanders

AllianceBernstein L.P

CODE OF BUSINESS CONDUCT AND ETHICS

1.	Introduction	1
2.	The AllianceBernstein Fiduciary Culture	2
3.	Compliance with Laws, Rules and Regulations	2
4.	Conflicts of Interest / Unlawful Actions	3
5.	Insider Trading	4
6.	Personal Trading: Summary of Restrictions	4
7.	Outside Directorships and Other Outside Activities and Interests	6
	(a)  Board Member or Trustee	6
	(b)  Other Affiliations	7
	(c)  Outside Financial or Business Interests	7
8.	Gifts, Entertainment and Inducements	8
9.	Dealings with Government Personnel	9
10.	Political Contributions by or on behalf of AllianceBernstein	9
11.	“Ethical Wall” Policy	10
12.	Corporate Opportunities and Resources	10
13.	Antitrust and Fair Dealing	11
14.	Recordkeeping and Retention	11
15.	Improper Influence on Conduct of Audits	11
16.	Accuracy of Disclosure	12
17.	Confidentiality	12
18.	Protection and Proper Use of AllianceBernstein Assets	13
19.	Policy on Intellectual Property	13
	(a)  Overview	13
	(b)  Employee Responsibilities	14
	(c)  Company Policies and Practices	14
20.	Compliance Practices and Policies of Group Subsidiaries	15
21.	Exceptions from the Code	15

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22.	Regulatory Inquiries and Litigation	16
	(a)  Requests for Information	16
	(b)  Types of Inquiries	16
	(c)  Responding to Information Requests	16
	(d)  Use of Outside Counsel	16
	(e)  Regulatory Investigation	17
	(f)  Litigation	17
23.	Compliance and Reporting of Misconduct / “Whistleblower” Protection	17
24.	Company Ombudsman	17
25.	Sanctions	18
26.	Annual Certifications	18

APPENDIX A

PERSONAL TRADING POLICIES AND PROCEDURES

1.	Overview	A-1
	(a)  Introduction	A-1
	(b)  Definitions	A-1
2.	Requirements and Restrictions – All Employees	A-5
	(a)  General Standards	A-5
	(b)  Disclosure of Personal Accounts	A-6
	(c)  Designated Brokerage Accounts	A-6
	(d)  Pre-Clearance Requirement	A-7
	(e)  Limitation on the Number of Trades	A-8
	(f)   Short-Term Trading	A-9
	(g)  Short Sales	A-10
	(h)  Trading in AllianceBernstein Units and Closed-End Mutual Funds	A-10
	(i)   Securities Being Considered for Purchase or Sale	A-10
	(j)   Restricted List	A-10
	(k)  Dissemination of Research Information	A-12
	(l)   Initial Public Offerings	A-14
	(m) Limited Offerings/Private Placements	A-14

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3.	Additional Restrictions – Growth, Blend & Fixed Income Portfolio Managers	A-14
	(a)  Blackout Periods (if exception applies)	A-15
	(b)  Actions During Blackout Periods	A-15
	(c)  Transactions Contrary to Client Positions	A-15
4.	Additional Restrictions – Bernstein Value Portfolio Management Groups	A-15
	(a)  Value SPMs and Investment Policy Groups	A-16
	(b)  Bernstein Value SBU	A-16
	(c)  Discretionary Accounts	A-16
5.	Additional Restrictions – Research Analysts	A-16
	(a)  Blackout Periods (if exception applies)	A-16
	(b)  Actions During Blackout Periods	A-17
	(c)  Actions Contrary to Ratings	A-17
6.	Reporting Requirements	A-17
	(a)  Duplicate Confirmations and Account Statements	A-17
	(b)  Initial Holdings Reports by Employees	A-17
	(c)  Quarterly Reports by Employees	A-18
	(d)  Annual Holdings Reports by Employees	A-18
	(e)  Report and Certification to the Board of Directors of Fund Clients	A-19
	(f)  Report Representations	A-19
	(g)  Maintenance of Reports	A-19
7.	Reporting Requirements for Directors Who are not Employees	A-20
	(a)  Affiliated Directors	A-20
	(b)  Outside Directors	A-21
	(c)  Reporting Exceptions	A-22

CODE CERTIFICATION FORM

Annual Certification Form  Last Page

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1.    Introduction

This Code of Business Conduct and Ethics (the “Code”) summarizes the values, principles and business practices that guide our business conduct. The Code establishes a set of basic principles to guide all AllianceBernstein employees (including AllianceBernstein directors and consultants where applicable) regarding the minimum requirements which we are expected to meet. The Code applies to all of our offices worldwide. It is not, however, intended to provide an exhaustive list of all the detailed internal policies and procedures, regulations and legal requirements that may apply to you as an AllianceBernstein employee and/or a representative of one of our regulated subsidiaries.

All individuals subject to the provisions of this Code must conduct themselves in a manner consistent with the requirements and procedures set forth herein.  Adherence to the Code is a fundamental condition of service with us, any of our subsidiaries or joint venture entities, or our general partner (the “AllianceBernstein Group”).

AllianceBernstein L.P. (“AllianceBernstein,” “we” or “us”) is a registered investment adviser and acts as investment manager or adviser to registered investment companies, institutional investment clients, employee benefit trusts, high net worth individuals and other types of investment advisory clients.  In this capacity, we serve as fiduciaries.  The fiduciary relationship mandates adherence to the highest standards of conduct and integrity.

Personnel acting in a fiduciary capacity must carry out their duties for the exclusive benefit of our clients.  Consistent with this fiduciary duty, the interests of clients take priority over the personal investment objectives and other personal interests of AllianceBernstein personnel.  Accordingly:

·    Employees must work to mitigate or eliminate any conflict, or appearance of conflict, between the self-interest of any individual covered under the Code and his or her responsibility to our clients, or to AllianceBernstein and its unitholders.

·    Employees must never improperly use their position with AllianceBernstein for personal gain to themselves, their family or any other person.

The Code is intended to comply with Rule 17j-1 under the (U.S.) Investment Company Act of 1940 (the “1940 Act”) which applies to us because we serve as an investment adviser to registered investment companies.  Rule 17j-1 specifically requires us to adopt a code of ethics that contains provisions reasonably necessary to prevent our “access persons” (as defined herein) from engaging in fraudulent conduct, including insider trading.  In addition, the Code is intended to comply with the provisions of the (U.S.) Investment Advisers Act of 1940 (the “Advisers Act”), including Rule 204A-1, which requires registered investment advisers to adopt and enforce codes of ethics applicable to their supervised persons. Finally, the Code is intended to comply with Section 303A.10 of the New York Stock Exchange (“NYSE”) Listed Company Manual, which applies to us because the units of AllianceBernstein Holding L.P. (“AllianceBernstein Holding”) are traded on the NYSE.

Additionally, certain entities within the AllianceBernstein Group, such as Sanford C. Bernstein & Co., LLC and Sanford C. Bernstein Limited, have adopted supplemental codes of ethics to address specific regulatory requirements applicable to them. All employees are obligated to determine if any of these codes are applicable to them, and abide by such codes as appropriate.

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2.    The AllianceBernstein Fiduciary Culture

The primary objective of AllianceBernstein’s business is to provide value, through investment advisory and other financial services, to a wide range of clients, including governments, corporations, financial institutions, high net worth individuals and pension funds.

AllianceBernstein requires that all dealings with, and on behalf of existing and prospective clients be handled with honesty, integrity and high ethical standards, and that such dealings adhere to the letter and the spirit of applicable laws, regulations and contractual guidelines.  As a general matter, AllianceBernstein is a fiduciary that owes its clients a duty of undivided loyalty, and each employee has a responsibility to act in a manner consistent with this duty.

When dealing with or on behalf of a client, every employee must act solely in the best interests of that client. In addition, various comprehensive statutory and regulatory structures such as the 1940 Act, the Advisers Act and ERISA, the Employee Retirement Income Security Act, all impose specific responsibilities governing the behavior of personnel in carrying out their responsibilities.  AllianceBernstein and its employees must comply fully with these rules and regulations.  Legal and Compliance Department personnel are available to assist employees in meeting these requirements.

All employees are expected to adhere to the high standards associated with our fiduciary duty, including care and loyalty to clients, competency, diligence and thoroughness, and trust and accountability. Further, all employees must actively work to avoid the possibility that the advice or services we provide to clients is, or gives the appearance of being, based on the self-interests of AllianceBernstein or its employees and not the clients’ best interests.

Our fiduciary responsibilities apply to a broad range of investment and related activities, including sales and marketing, portfolio management, securities trading, allocation of investment opportunities, client service, operations support, performance measurement and reporting, new product development as well as your personal investing activities.  These obligations include the duty to avoid material conflicts of interest (and, if this is not possible, to provide full and fair disclosure to clients in communications), to keep accurate books and records, and to supervise personnel appropriately. These concepts are further described in the Sections that follow.

3.    Compliance with Laws, Rules and Regulations

AllianceBernstein has a long-standing commitment to conduct its business in compliance with applicable laws and regulations and in accordance with the highest ethical principles.  This commitment helps ensure our reputation for honesty, quality and integrity.  All individuals subject to the Code are required to comply with all such laws and regulations. All U.S. employees, as well as non-U.S. employees who act on behalf of U.S. clients or funds, are required to comply with the U.S. federal securities laws. These laws include, but are not limited to, the 1940 Act, the Advisers Act, ERISA, the Securities Act of 1933 (“Securities Act”), the Securities Exchange Act of 1934 (“Exchange Act”), the Sarbanes-Oxley Act of 2002, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to our activities, and any rules adopted thereunder by the Securities and Exchange Commission (“SEC”) or the Department of the Treasury. As mentioned above, as a listed company, we are also subject to specific rules promulgated by the NYSE.  Similarly, our non-US affiliates are subject to additional laws and regulatory mandates in their respective jurisdictions, which must be fully complied with.

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4.Conflicts of Interest / Unlawful Actions

A “conflict of interest” exists when a person’s private interests may be contrary to the interests of AllianceBernstein’s clients or to the interests of AllianceBernstein or its unitholders.

A conflict situation can arise when an AllianceBernstein employee takes actions or has interests (business, financial or otherwise) that may make it difficult to perform his or her work objectively and effectively.  Conflicts of interest may arise, for example, when an AllianceBernstein employee, or a member of his or her family,(1) receives improper personal benefits (including personal loans, services, or payment for services that the AllianceBernstein employee performs in the course of AllianceBernstein business) as a result of his or her position at AllianceBernstein, or gains personal enrichment or benefits through access to confidential information.  Conflicts may also arise when an AllianceBernstein employee, or a member of his or her family, holds a significant financial interest in a company that does an important amount of business with AllianceBernstein or has outside business interests that may result in divided loyalties or compromise independent judgment.  Moreover, conflicts may arise when making securities investments for personal accounts or when determining how to allocate trading opportunities.  Additional conflicts of interest are highlighted in the AllianceBernstein Policy and Procedures for Giving and Receiving Gifts and Entertainment, a copy of which can be found on the Legal and Compliance Department intranet site.

Conflicts of interest can arise in many common situations, despite one’s best efforts to avoid them.  This Code does not attempt to identify all possible conflicts of interest.  Literal compliance with each of the specific procedures will not shield you from liability for personal trading or other conduct that violates your fiduciary duties to our clients.  AllianceBernstein employees are encouraged to seek clarification of, and discuss questions about, potential conflicts of interest.  If you have questions about a particular situation or become aware of a conflict or potential conflict, you should bring it to the attention of your supervisor, the General Counsel, the Conflicts Officer, the Chief Compliance Officer or a representative of the Legal and Compliance Department or Human Resources.

In addition to the specific prohibitions contained in the Code, you are, of course, subject to a general requirement not to engage in any act or practice that would defraud our clients.  This general prohibition (which also applies specifically in connection with the purchase and sale of a Security held or to be acquired or sold, as this phrase is defined in the Appendix) includes:

·    Making any untrue statement of a material fact or employing any device, scheme or artifice to defraud a client;

·    Omitting to state (or failing to provide any information necessary to properly clarify any statements made, in light of the circumstances) a material fact, thereby creating a materially misleading impression;

·    Making investment decisions, changes in research ratings and trading decisions other than exclusively for the benefit of, and in the best interest of, our clients;

(1)  For purposes of this section of the Code, unless otherwise specifically provided, (i) “family” means your spouse/domestic partner,  parents, children, siblings, in-laws by marriage (i.e., mother, father, son and/or daughter-in-law) and anyone who shares your  home; and (ii) “relative” means your immediate family members and your first cousins.

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· Using information about investment or trading decisions or changes in research ratings (whether considered, proposed or made) to benefit or avoid economic injury to you or anyone other than our clients;

· Taking, delaying or omitting to take any action with respect to any research recommendation, report or rating or any investment or trading decision for a client in order to avoid economic injury to you or anyone other than our clients;

· Purchasing or selling a security on the basis of knowledge of a possible trade by or for a client with the intent of personally profiting from personal holdings in the same or related securities (“front-running” or “scalping”);

· Revealing to any other person (except in the normal course of your duties on behalf of a client) any information regarding securities transactions by any client or the consideration by any client of any such securities transactions; or

· Engaging in any act, practice or course of business that operates or would operate as a fraud or deceit on a client or engaging in any manipulative practice with respect to any client.

5.     Insider Trading

There are instances where AllianceBernstein employees may have confidential “inside” information about AllianceBernstein or its affiliates, or about a company with which we do business, or about a company in which we may invest on behalf of clients that is not known to the investing public. AllianceBernstein employees must maintain the confidentiality of such information.  If a reasonable investor would consider this information important in reaching an investment decision, the AllianceBernstein employee with this information must not buy or sell securities of any of the companies in question or give this information to another person who trades in such securities.  This rule is very important, and AllianceBernstein has adopted the following three specific policies that address it: Policy and Procedures Concerning Purchases and Sales of AllianceBernstein Units, Policy and Procedures Concerning Purchases and Sales of AllianceBernstein Closed-End Mutual Funds, and Policy and Procedures Regarding Insider Trading (collectively, the “AllianceBernstein Insider Trading Policies”).  A copy of the AllianceBernstein Insider Trading Policies may be found on the Legal and Compliance Department intranet site.  All AllianceBernstein employees are required to be familiar with these policies(2) and to abide by them.

6.Personal Trading: Summary of Restrictions

AllianceBernstein recognizes the importance to its employees of being able to manage and develop their own and their dependents’ financial resources through long-term investments and strategies. However, because of the potential conflicts of interest inherent in our business, our industry and AllianceBernstein have implemented certain standards and limitations designed to minimize these conflicts and help ensure that we focus on meeting our duties as a fiduciary for our clients. As a general matter, AllianceBernstein discourages personal investments by employees in individual securities and encourages personal investments in managed collective vehicles, such as mutual funds.

(2)The subject of insider trading will be covered in various Compliance training programs and materials.

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AllianceBernstein senior management believes it is important for employees to align their own personal interests with the interests of our clients.  Consequently, employees are encouraged to invest in the mutual fund products and services offered by AllianceBernstein, where available and appropriate.

The policies and procedures for personal trading are set forth in full detail in the AllianceBernstein Personal Trading Policies and Procedures, included in the Code as Appendix A. The following is a summary of the major restrictions that apply to personal trading by employees, their immediate family members and other financial dependents: 

·Employees must disclose all of their securities accounts to the Legal and Compliance Department;

·Employees may maintain securities accounts only at specified designated broker-dealers;

·Employees must pre-clear all securities trades with the Legal and Compliance Department (via the StarCompliance Code of Ethics application) prior to placing trades with their broker-dealer (prior supervisory approval is required for portfolio managers, research analysts, traders, persons with access to AllianceBernstein research, and others designated by the Legal and Compliance Department);

·Employees may only make five trades in individual securities during any rolling thirty calendar-day period;

·Employee purchases of individual securities are subject to a one-year holding period;

·Employees may not engage in short-term trading of a mutual fund in violation of that fund’s short-term trading policies;

·Employees may not participate in initial public offerings;

·Employees must get written approval, and make certain representations, in order to participate in limited or private offerings;

·Employees must submit initial and annual holding reports, disclosing all securities and holdings in mutual funds managed by AllianceBernstein held in personal accounts;

·Employees must, on a quarterly basis, submit or confirm reports identifying all transactions in securities and mutual funds managed by AllianceBernstein in personal accounts;

·The Legal and Compliance Department has the authority to deny:

a.Any personal trade by an employee if the security is being considered for purchase or sale in a client account, there are open orders for the security on a trading desk, or the security appears on any AllianceBernstein restricted list;

b.Any short sale by an employee for a personal account if the security is being held long in AllianceBernstein - managed portfolios; and

c.Any personal trade by a portfolio manager or research analyst in a security that is subject to a blackout period as a result of client portfolio trading or recommendations to clients.

·Separate requirements and restrictions apply to Directors who are not employees of AllianceBernstein, as explained in further detail in the AllianceBernstein Personal Trading Policies and Procedures, Exhibit A of this document.

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This summary should not be considered a substitute for reading, understanding and complying with the detailed restrictions and requirements that appear in the AllianceBernstein Personal Trading Policies and Procedures, included as Appendix A to the Code.

7.Outside Directorships and Other Outside Activities and Interests

Although activities outside of AllianceBernstein are not necessarily a conflict of interest, a conflict may exist depending upon your position within AllianceBernstein and AllianceBernstein’s relationship with the particular activity in question.  Outside activities may also create a potential conflict of interest if they cause an AllianceBernstein employee to choose between that interest and the interests of AllianceBernstein or any client of AllianceBernstein.  AllianceBernstein recognizes that the guidelines in this Section are not applicable to directors of AllianceBernstein who do not also serve in management positions within AllianceBernstein (“Outside Directors”).

Important Note for Research Analysts: Notwithstanding the standards and prohibitions that follow in this section, any Employee who acts in the capacity of a research analyst is prohibited from serving on any board of directors or trustees or in any other capacity with respect to any company, public or private, whose business is directly or indirectly related to the industry covered by that research analyst.

(a)  Board Member or Trustee

i.No AllianceBernstein employee shall serve on any board of directors or trustees or in any other management capacity of any unaffiliated public company.

ii.No AllianceBernstein employee shall serve on any board of directors or trustees or in any other management capacity of any private company without prior written approval (other than not-for-profit organizations) from the employee’s supervisor.(3) After obtaining supervisory approval, the employee must obtain written authorization from AllianceBernstein’s Chief Compliance Officer who will provide final approval.  This approval is also subject to review by, and may require the approval of, AllianceBernstein’s Chief Executive Officer.  The decision as to whether to grant such authorization will be based on a determination that such service would not be inconsistent with the interests of any client, as well as an analysis of the time commitment and potential personal liabilities and responsibilities associated with the outside affiliation.(4) Any AllianceBernstein

(3)No approval is required to serve as a trustee/board member of not-for-profit organizations such as religious organizations, foundations, educational institutions, co-ops, private clubs etc., provided that the organization has not issued, and does not have future plans to issue, publicly held securities, including debt obligations. Indeed, AllianceBernstein recognizes that its employees often engage in community service in their local communities and engage in a variety of charitable activities, and it commends such service.  However, it is the duty of every AllianceBernstein employee to ensure that all outside activities, even charitable or pro bono activities, do not constitute a conflict of interest or are not otherwise inconsistent with employment by AllianceBernstein.  Accordingly, although no approval is required, each employee must use his/her best efforts to ensure that the organization does not use the employee’s affiliation with AllianceBernstein, including his/her corporate title, in any promotional (other than a “bio” section) or fundraising activities, or to advance a specific mission or agenda of the entity. Such positions also must be reported to the firm pursuant to other periodic requests for information (e.g., the AllianceBernstein 10-K questionnaire).

(4)   Such authorization requires an agreement on the part of the employee to not hold him or herself out as acting on behalf of AllianceBernstein (or any affiliate) and to use best efforts to ensure that AllianceBernstein’s name (or that of any AllianceBernstein affiliated company) is not used in connection with the proposed affiliation (other than in a “bio” section), and in particular, activities relating to fundraising or to the advancement of a specific entity mission or agenda.

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	employee who serves as a director, trustee or in any other management capacity of any private company must resign that position prior to the company becoming a publicly traded company.
iii.	This approval requirement applies regardless of whether an AllianceBernstein employee plans to serve as a director of an outside business organization (1) in a personal capacity or (2) as a representative of AllianceBernstein or of an entity within the AllianceBernstein Group holding a corporate board seat on the outside organization (e.g., where AllianceBernstein or its clients may have a significant but non-controlling equity interest in the outside company).
iv.	New employees with pre-existing relationships are required to resign from the boards of public companies and seek and obtain the required approvals to continue to serve on the boards of private companies.

(b)  Other Affiliations

AllianceBernstein discourages employees from committing to secondary employment, particularly if it poses any conflict in meeting the employee’s ability to satisfactorily meet all job requirements and business needs.  Before an AllianceBernstein employee accepts a second job, that employee must:

· Immediately inform his or her Department Head and Human Resources in writing of the secondary employment;

· Ensure that AllianceBernstein’s business takes priority over the secondary employment;

· Ensure that no conflict of interest exists between AllianceBernstein’s business and the secondary employment (see also, footnote 4, previous page); and

· Require no special accommodation for late arrivals, early departures, or other special requests associated with the secondary employment.

For employees associated with any of AllianceBernstein’s registered broker-dealer subsidiaries, written approval of the Chief Compliance Officer for the subsidiary is also required. (5) New employees with pre-existing relationships are required to ensure that their affiliations conform to these restrictions, and must obtain the requisite approvals.

(c)   Outside Financial or Business Interests

AllianceBernstein employees should be cautious with respect to personal investments that may lead to conflicts of interest or raise the appearance of a conflict.  Conflicts of interest in this context may arise in cases where an AllianceBernstein employee, a member of his or her family, or a close personal acquaintance, holds a substantial interest in a company that has significant dealings with AllianceBernstein or any of its subsidiaries either on a recurring or “one-off” basis. For example, holding a substantial interest in a family-controlled or other privately-held company that does business with, or competes against, AllianceBernstein or any of its subsidiaries may give rise to a conflict of interest or the appearance of a conflict. In

(5)   In the case of AllianceBernstein subsidiaries that are holding companies for consolidated subgroups, unless otherwise specified by the holding company’s Chief Executive Officer, this approval may be granted by the Chief Executive Officer or Chief Financial Officer of each subsidiary or business unit with such a consolidated subgroup.

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contrast, holding shares in a widely-held public company that does business with AllianceBernstein from time to time may not raise the same types of concerns.  Prior to making any such personal investments, AllianceBernstein employees must pre-clear the transaction, in accordance with the Personal Trading Policies and Procedures, attached as Exhibit A of this Code, and should consult as appropriate with their supervisor, the Conflicts Officer, General Counsel, Chief Compliance Officer or other representative of the Legal and Compliance Department.

AllianceBernstein employees should also be cautious with respect to outside business interests that may create divided loyalties, divert substantial amounts of their time and/or compromise their independent judgment.  If a conflict of interest situation arises, you should report it to your supervisor, the Conflicts Officer, General Counsel, Chief Compliance Officer and/or other representative of AllianceBernstein’s Human Resources or Legal and Compliance Department.  Business transactions that benefit relatives or close personal friends, such as awarding a service contract to them or a company in which they have a controlling or other significant interest, may also create a conflict of interest or the appearance of a conflict.  AllianceBernstein employees must consult their supervisor and/or the Conflicts Officer, General Counsel, Chief Compliance Officer or other representative of AllianceBernstein’s Human Resources or Legal and Compliance Department before entering into any such transaction.  New employees that have outside financial or business interests (as described herein) should report them as required and bring them to the attention of their supervisor immediately.

8.Gifts, Entertainment and Inducements

Business gifts and entertainment are designed to build goodwill and sound working relationships among business partners.  However, under certain circumstances, gifts, entertainment, favors, benefits, and/or job offers may be attempts to “purchase” favorable treatment.  Accepting or offering such inducements could raise doubts about an AllianceBernstein employee’s ability to make independent business judgments in our clients’ or AllianceBernstein’s best interests.  For example, a problem would arise if (i) the receipt by an AllianceBernstein employee of a gift, entertainment or other inducement would compromise, or could be reasonably viewed as compromising, that individual’s ability to make objective and fair business decisions on behalf of AllianceBernstein or its clients, or (ii) the offering by an AllianceBernstein employee of a gift, entertainment or other inducement appears to be an attempt to obtain business through improper means or to gain any special advantage in our business relationships through improper means.

These situations can arise in many different circumstances (including with current or prospective suppliers and clients) and AllianceBernstein employees should keep in mind that certain types of inducements may constitute illegal bribes, pay-offs or kickbacks.  In particular, the rules of various securities regulators place specific constraints on the activities of persons involved in the sales and marketing of securities.  AllianceBernstein has adopted the Policy and Procedures for Giving and Receiving Gifts and Entertainment to address these and other matters.  AllianceBernstein Employees must familiarize themselves with this policy and comply with its requirements, which include reporting the acceptance of most business meals, gifts and entertainment to the Compliance Department.  A copy of this policy can be found on the Legal and Compliance Department intranet site, and will be supplied by the Compliance Department upon request.

Each AllianceBernstein employee must use good judgment to ensure there is no violation of these principles. If you have any question or uncertainty about whether any gifts, entertainment or other

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type of inducements are appropriate, please contact your supervisor or a representative of AllianceBernstein’s Legal and Compliance Department and/or the Conflicts Officer, as appropriate. If you feel uncomfortable utilizing the normal channels, issues may be brought to the attention of the Company Ombudsman, who is an independent, informal and confidential resource for concerns about AllianceBernstein business matters that may implicate issues of ethics or questionable practices.  Please see Section 24 for additional information on the Company Ombudsman.

9.Dealings with Government Personnel

AllianceBernstein employees should be aware that practices that may be acceptable in the commercial business environment (such as providing certain transportation, business meals, entertainment and other things of nominal value), may be entirely unacceptable and even illegal when they relate to government employees or others who act on a government’s behalf.  Therefore, you must be aware of and adhere to the relevant laws and regulations governing relations between government employees and customers and suppliers in every country where you conduct business.

No AllianceBernstein employee may give money or gifts to any official or any employee of a governmental entity if doing so could reasonably be construed as having any inappropriate connection with AllianceBernstein’s business relationship.  Such actions are prohibited by law in many jurisdictions.  It is the responsibility of all AllianceBernstein employees to adhere to the laws and regulations applicable in the jurisdictions where they do business.

We expect all AllianceBernstein employees to refuse to make questionable payments.  Any proposed payment or gift to a government official must be reviewed in advance by a representative of the Legal and Compliance Department, even if such payment is common in the country of payment.  AllianceBernstein employees should be aware that they do not actually have to make the payment to violate AllianceBernstein’s policy and the law — merely offering, promising or authorizing it will be considered a violation of this Code.

10.  Political Contributions by or on behalf of AllianceBernstein

Election laws in many jurisdictions generally prohibit political contributions by corporations to candidates. Many local laws also prohibit corporate contributions to local political campaigns.  In accordance with these laws, AllianceBernstein does not make direct contributions to any candidates for national or local offices where applicable laws make such contributions illegal.  In these cases, contributions to political campaigns must not be, nor appear to be, made with or reimbursed by AllianceBernstein assets or resources.  AllianceBernstein assets and resources include (but are not limited to) AllianceBernstein facilities, personnel, office supplies, letterhead, telephones, electronic communication systems and fax machines.  This means that AllianceBernstein office facilities may not be used to host receptions or other events for political candidates or parties which are, or include any, fund raising activities or solicitations.  In limited circumstances, AllianceBernstein office facilities may be used to host events for public office holders as a public service, but only where steps have been taken (such as not providing to the office holder a list of attendees) to avoid the facilitation of fund raising solicitations either during or after the event, and where the event has been pre-approved in writing by the General Counsel or Deputy General Counsel.

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Please see the Policy and Procedures for Giving and Receiving Gifts and Entertainment, which can be found on the Legal and Compliance Department intranet site, for a discussion relating to political contributions suggested by clients.

AllianceBernstein employees who hold or seek to hold political office must do so on their own time, whether through vacation, after work hours or on weekends.  Additionally, the employee must notify the General Counsel or Chief Compliance Officer prior to running for political office to ensure that there are no conflicts of interest with AllianceBernstein business.

Election laws in many jurisdictions allow corporations to establish and maintain political action or similar committees, which may lawfully make campaign contributions.  AllianceBernstein or companies affiliated with AllianceBernstein may establish such committees or other mechanisms through which AllianceBernstein employees may make political contributions, if permitted under the laws of the jurisdictions in which they operate.  Any questions about this policy should be directed to the General Counsel or Chief Compliance Officer.

AllianceBernstein employees may make personal political contributions as they see fit in accordance with all applicable laws and the guidelines in the Policy and Procedures for Giving and Receiving Gifts and Entertainment. Certain employees involved with the offering or distribution of municipal fund securities (e.g., a “529 Plan”) or acting as a director for certain subsidiaries, must also adhere to the restrictions and reporting requirements of the Municipal Securities Rulemaking Board.

11.“Ethical Wall” Policy

AllianceBernstein has established the Policy and Procedures to Control the Flow and Use of Material Non-Public Information (“Ethical Wall Policy”), a copy of which can be found on the Legal and Compliance Department intranet site.  This policy was established to prevent the flow of material non-public information about a listed company or its securities from AllianceBernstein employees who receive such information in the course of their employment to those AllianceBernstein employees performing investment management activities.  If “Ethical Walls” are in place, AllianceBernstein’s investment management activities may continue despite the knowledge of material non-public information by other AllianceBernstein employees involved in different parts of AllianceBernstein’s business.  “Investment management activities” involve making, participating in, or obtaining information regarding purchases or sales of securities of public companies or making, or obtaining information about, recommendations with respect to purchases or sales of such securities.  Given AllianceBernstein’s extensive investment management activities, it is very important for AllianceBernstein employees to familiarize themselves with AllianceBernstein’s Ethical Wall Policy and abide by it.

12.Corporate Opportunities and Resources

AllianceBernstein employees owe a duty to AllianceBernstein to advance the firm’s legitimate interests when the opportunity to do so arises and to use corporate resources exclusively for that purpose. Corporate opportunities and resources must not be taken or used for personal gain. AllianceBernstein Employees are prohibited from:

·Taking for themselves personally opportunities that are discovered through the use of company property, information or their position;

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·Using company property, information, resources or their company position for personal gain; and

·Competing with AllianceBernstein directly or indirectly.

Please also refer to the Policy and Procedures for Giving and Receiving Gifts and Entertainment, and its Appendix B, the Code of Conduct Regarding the Purchase of Products and Services on Behalf of AllianceBernstein and its Clients, which can be found on the Legal and Compliance Department intranet site.

13.Antitrust and Fair Dealing

AllianceBernstein believes that the welfare of consumers is best served by economic competition.  Our policy is to compete vigorously, aggressively and successfully in today’s increasingly competitive business climate and to do so at all times in compliance with all applicable antitrust, competition and fair dealing laws in all the markets in which we operate.  We seek to excel while operating honestly and ethically, never through taking unfair advantage of others.  Each AllianceBernstein employee should endeavor to deal fairly with AllianceBernstein’s customers, suppliers, competitors and other AllianceBernstein employees.  No one should take unfair advantage through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practices.

The antitrust laws of many jurisdictions are designed to preserve a competitive economy and promote fair and vigorous competition.  We are all required to comply with these laws and regulations. AllianceBernstein employees involved in marketing, sales and purchasing, contracts or in discussions with competitors have a particular responsibility to ensure that they understand our standards and are familiar with applicable competition laws.  Because these laws are complex and can vary from one jurisdiction to another, AllianceBernstein employees are urged to seek advice from the General Counsel, Chief Compliance Officer or Corporate Secretary if questions arise. Please also refer to the Policy and Procedures for Giving and Receiving Gifts and Entertainment, which can be found on the Legal and Compliance Department intranet site, for a discussion relating to some of these issues.

14.Recordkeeping and Retention

Properly maintaining and retaining company records is of the utmost importance.  AllianceBernstein employees are responsible for ensuring that AllianceBernstein’s business records are properly maintained and retained in accordance with applicable laws and regulations in the jurisdictions where it operates.  AllianceBernstein Employees should familiarize themselves with these laws and regulations.  Please see the Record Retention Policy on the Legal and Compliance intranet site for more information.

15.Improper Influence on Conduct of Audits

AllianceBernstein employees, and persons acting under their direction, are prohibited from taking any action to coerce, manipulate, mislead or fraudulently influence any independent public or certified public accountant engaged in the performance of an audit or review of AllianceBernstein’s financial statements.  The following is a non-exhaustive list of actions that might constitute improper influence:

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·Offering or paying bribes or other financial incentives to an auditor, including offering future employment or contracts for audit or non-audit services;

·Knowingly providing an auditor with inaccurate or misleading legal or financial analysis;

·Threatening to cancel or canceling existing non-audit or audit engagements if the auditor objects to the company’s accounting; or

·Seeking to have a partner or other team member removed from the audit engagement because such person objects to the company’s accounting.

16.  Accuracy of Disclosure

Securities and other laws impose public disclosure requirements on AllianceBernstein and require it to regularly file reports, financial information and make other submissions to various regulators and stock market authorities around the globe.  Such reports and submissions must comply with all applicable legal requirements and may not contain misstatements or omit material facts.

AllianceBernstein employees who are directly or indirectly involved in preparing such reports and submissions, or who regularly communicate with the press, investors and analysts concerning AllianceBernstein, must ensure within the scope of the employee’s job activities that such reports, submissions and communications are (i) full, fair, timely, accurate and understandable, and (ii) meet applicable legal requirements.  This applies to all public disclosures, oral statements, visual presentations, press conferences and media calls concerning AllianceBernstein, its financial performance and similar matters.  In addition, members of AllianceBernstein’s Board, executive officers and AllianceBernstein employees who regularly communicate with analysts or actual or potential investors in AllianceBernstein securities are subject to the AllianceBernstein Regulation FD Compliance Policy. A copy of the policy can be found on the Legal and Compliance Department intranet site.

17.  Confidentiality

AllianceBernstein employees must maintain the confidentiality of sensitive non-public and other confidential information entrusted to them by AllianceBernstein or its clients and vendors and must not disclose such information to any persons except when disclosure is authorized by AllianceBernstein or mandated by regulation or law.  However, disclosure may be made to (1) other AllianceBernstein employees who have a bona-fide “need to know” in connection with their duties, (2) persons outside AllianceBernstein (such as attorneys, accountants or other advisers) who need to know in connection with a specific mandate or engagement from AllianceBernstein or who otherwise have a valid business or legal reason for receiving it and have executed appropriate confidentiality agreements, or (3) regulators pursuant to an appropriate written request (see Section 22).

Confidential information includes all non-public information that might be of use to competitors, or harmful to AllianceBernstein or our clients and vendors, if disclosed.  The identity of certain clients may be confidential, as well.  Intellectual property (such as confidential product information, trade secrets, patents, trademarks, and copyrights), business, marketing and service plans, databases, records, salary information, unpublished financial data and reports as well as information that joint venture partners, suppliers or customers have entrusted to us are also viewed

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as confidential information.  Please note that the obligation to preserve confidential information continues even after employment with AllianceBernstein ends.

To safeguard confidential information, AllianceBernstein employees should observe at least the following procedures:

· Special confidentiality arrangements may be required for certain parties, including outside business associates and governmental agencies and trade associations, seeking access to confidential information;

· Papers relating to non-public matters should be appropriately safeguarded;

· Appropriate controls for the reception and oversight of visitors to sensitive areas should be implemented and maintained;

· Document control procedures, such as numbering counterparts and recording their distribution, should be used where appropriate;

· If an AllianceBernstein employee is out of the office in connection with a material non-public transaction, staff members should use caution in disclosing the AllianceBernstein employee’s location;

· Sensitive business conversations, whether in person or on the telephone, should be avoided in public places and care should be taken when using portable computers and similar devices in public places; and

· E-mail messages and attachments containing material non-public information should be treated with similar discretion (including encryption, if appropriate) and recipients should be made aware of the need to exercise similar discretion.

18.  Protection and Proper Use of AllianceBernstein Assets

AllianceBernstein employees have a responsibility for safeguarding and making proper and efficient use of AllianceBernstein’s property.  Every AllianceBernstein employee also has an obligation to protect AllianceBernstein’s property from loss, fraud, damage, misuse, theft, embezzlement or destruction.  Acts of fraud, theft, loss, misuse, carelessness and waste of assets may have a direct impact on AllianceBernstein’s profitability.  Any situations or incidents that could lead to the theft, loss, fraudulent or other misuse or waste of AllianceBernstein property should be reported to your supervisor or a representative of AllianceBernstein’s Human Resources or Legal and Compliance Department as soon as they come to an employee’s attention. Should an employee feel uncomfortable utilizing the normal channels, issues may be brought to the attention of the Company Ombudsman, who is an independent, informal and confidential resource for concerns about AllianceBernstein business matters that may implicate issues of ethics or questionable practices.  Please see Section 24 for additional information on the Company Ombudsman.

19.  Policy on Intellectual Property

(a) Overview

Ideas, inventions, discoveries and other forms of so-called “intellectual property” are becoming increasingly important to all businesses, including ours.  Recently, financial services companies

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have been applying for and obtaining patents on their financial product offerings and “business methods” for both offensive and defensive purposes.  For example, business method patents have been obtained for information processing systems, data gathering and processing systems, billing and collection systems, tax strategies, asset allocation strategies and various other financial systems and strategies. The primary goals of the AllianceBernstein policy on intellectual property are to preserve our ability to use our own proprietary business methods, protect our IP investments and reduce potential risks and liabilities.

(b)   Employee Responsibilities

· New Products and Methods. Employees must maintain detailed records and all work papers related to the development of new products and methods in a safe and secure location.

· Trademarks. Clearance must be obtained from the Legal and Compliance Department before any new word, phrase or slogan, which we consider proprietary and in need of trademark protection, is adopted or used in any written materials.  To obtain clearance, the proposed word, phrase or slogan and a brief description of the products or services for which it is intended to be used should be communicated to the Legal and Compliance Department sufficiently well in advance of any actual use in order to permit any necessary clearance investigation.

(c)   Company Policies and Practices

· Ownership. Employees acknowledge that any discoveries, inventions, or improvements (collectively, “Inventions”) made or conceived by them in connection with, and during the course of, their employment belong, and automatically are assigned, to AllianceBernstein. AllianceBernstein can keep any such Inventions as trade secrets or include them in patent applications, and Employees will assist AllianceBernstein in doing so. Employees agree to take any action requested by AllianceBernstein, including the execution of appropriate agreements and forms of assignment, to evidence the ownership by AllianceBernstein of any such Invention.

· Use of Third Party Materials. In performing one’s work for, or on behalf of AllianceBernstein, Employees will not knowingly disclose or otherwise make available, or incorporate anything that is proprietary to a third party without obtaining appropriate permission.

· Potential Infringements. Any concern regarding copyright, trademark, or patent infringement should be immediately communicated to the Legal and Compliance Department. Questions of infringement by AllianceBernstein will be investigated and resolved as promptly as possible.

By certifying in accordance with Section 26 of this Code, the individual subject to this Code agrees to comply with AllianceBernstein’s policies and practices related to intellectual property as described in this Section 19.

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20.  Compliance Practices and Policies of Group Subsidiaries

AllianceBernstein is considered for most purposes to be a subsidiary of AXA, a French holding company doing business in more than more than 50 countries around the world, each of which has its own unique business, legal and regulatory environment.  Various AXA Group companies, such as AllianceBernstein, have adopted their own compliance policies adapted to their specific businesses and to the specific legal, regulatory and ethical environments in the country or countries where they do business, which the AXA Group encourages for all its companies as a matter of “best practices.” The AXA Group has adopted a Compliance Guide, and AXA Financial has put forth a Policy Statement on Ethics, both of which are included on the Legal and Compliance Department intranet site.  AllianceBernstein employees are subject to these AXA policy statements and should therefore be familiar with their requirements.

Importantly, all AXA Group employees are able to submit anonymously, any concerns they may have regarding accounting, internal control or auditing matters, including fraud, directly to the Chairman of AXA’s Audit Committee. The Chairman of AXA’s Audit Committee has a dedicated fax (+331 4500 3016) to receive these concerns from Group employees.  See also Sections 23 and 24 for AllianceBernstein’s “whistleblower” protection and related reporting mechanisms.

21.  Exceptions from the Code

In addition to the exceptions contained within the specific provisions of the Code, the General Counsel, Chief Compliance Officer (or his or her designee) may, in very limited circumstances, grant other exceptions under any Section of this Code on a case-by-case basis, under the following procedures:

(a)  Written Statement and Supporting Documentation

The individual seeking the exception furnishes to the Chief Compliance Officer, as applicable:

(1)	A written statement detailing the efforts made to comply with the requirement from which the individual seeks an exception;
(2)	A written statement containing a representation and warranty that (i) compliance with the requirement would impose a severe undue hardship on the individual and (ii) the exception would not, in any manner or degree, harm or defraud a client, violate the general principles herein or compromise the individual’s or AllianceBernstein’s fiduciary duty to any client; and
(3)	Any supporting documentation that the Chief Compliance Officer may require.

(b)  Compliance Interview

The Chief Compliance Officer (or designee) will conduct an interview with the individual or take such other steps deemed appropriate in order to determine that granting the exception will not, in any manner or degree, harm or defraud a client, violate the general principles herein or compromise the individual’s or AllianceBernstein’s fiduciary duty to any client; and will maintain all written statements and supporting documentation, as well as documentation of the basis for granting the exception.

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PLEASE NOTE: To the extent required by law or NYSE rule, any waiver or amendment of this Code for AllianceBernstein’s executive officers (including AllianceBernstein’s Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer) or directors shall be made at the discretion of the Board of AllianceBernstein Corporation and promptly disclosed to the unitholders of AllianceBernstein Holding pursuant to Section 303A.10 of the NYSE Exchange Listed Company Manual.

22.  Regulatory Inquiries, Investigations and Litigation

(a)  Requests for Information

Governmental agencies and regulatory organizations may from time to time conduct surveys or make inquiries that request information about AllianceBernstein, its customers or others that generally would be considered confidential or proprietary.

All regulatory inquiries concerning AllianceBernstein are to be handled by the Chief Compliance Officer or General Counsel.  Employees receiving such inquiries should refer such matters immediately to the Legal and Compliance Department.

(b)  Types of Inquiries

Regulatory inquiries may be received by mail, e-mail, telephone or personal visit.  In the case of a personal visit, demand may be made for the immediate production or inspection of documents. While any telephone or personal inquiry should be handled in a courteous manner, the caller or visitor should be informed that responses to such requests are the responsibility of AllianceBernstein’s Legal and Compliance Department.  Therefore, the visitor should be asked to wait briefly while a call is made to the Chief Compliance Officer or General Counsel for guidance on how to proceed. In the case of a telephone inquiry, the caller should be referred to the Chief Compliance Officer or General Counsel or informed that his/her call will be promptly returned. Letter or e-mail inquiries should be forwarded promptly to the Chief Compliance Officer or General Counsel, who will provide an appropriate response.

(c)  Responding to Information Requests

Under no circumstances should any documents or material be released without prior approval of the Chief Compliance Officer or General Counsel.  Likewise, no employee should have substantive discussions with any regulatory personnel without prior consultation with either of these individuals. Note that this policy is standard industry practice and should not evoke adverse reaction from any experienced regulatory personnel.  Even if an objection to such delay is made, the policy is fully within the law and no exceptions should be made.

(d)  Use of Outside Counsel

It is the responsibility of the Chief Compliance Officer or General Counsel to inform AllianceBernstein’s outside counsel in those instances deemed appropriate and necessary.

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(e)   Regulatory Investigation

Any employee that is notified that they are the subject of a regulatory investigation, whether in connection with his or her activities at AllianceBernstein or at a previous employer, must immediately notify the Chief Compliance Officer or General Counsel.

(f)   Litigation

Any receipt of service or other notification of a pending or threatened action against the firm should be brought to the immediate attention of the General Counsel or Chief Compliance Officer. These individuals also should be informed of any instance in which an employee is sued in a matter involving his/her activities on behalf of AllianceBernstein.  Notice also should be given to either of these individuals upon receipt of a subpoena for information from AllianceBernstein relating to any matter in litigation or receipt of a garnishment lien or judgment against the firm or any of its clients or employees. The General Counsel or Chief Compliance Officer will determine the appropriate response.

23.  Compliance and Reporting of Misconduct / “Whistleblower” Protection

No Code can address all specific situations.  Accordingly, each AllianceBernstein employee is responsible for applying the principles set forth in this Code in a responsible fashion and with the exercise of good judgment and common sense.  Whenever uncertainty arises, an AllianceBernstein employee should seek guidance from an appropriate supervisor or a representative of Human Resources or the Legal and Compliance Department before proceeding.

All AllianceBernstein employees should promptly report any practices or actions the employee believes to be inappropriate or inconsistent with any provisions of this Code.  In addition all employees must promptly report any actual violations of the Code to the General Counsel, Chief Compliance Officer or a designee.  Any person reporting a violation in good faith will be protected against reprisals.

If you feel uncomfortable utilizing the normal channels, issues may be brought to the attention of the Company Ombudsman, who is an independent, informal and confidential resource for concerns about AllianceBernstein business matters that may implicate issues of ethics or questionable practices. Please see Section 24 for additional information on the Company Ombudsman. AllianceBernstein employees may also utilize the AXA Group’s anonymous reporting mechanism as detailed in Section 20.

24.  Company Ombudsman

AllianceBernstein’s Company Ombudsman provides a neutral, confidential, informal and independent communications channel where any AllianceBernstein employee can obtain assistance in surfacing and resolving work-related issues. The primary purpose of the Ombudsman is to help AllianceBernstein:

·      Safeguard its reputation and financial, human and other company assets;

·      Maintain an ethical and fiduciary culture;

·      Demonstrate and achieve its commitment to “doing the right thing;” and

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·Comply with relevant provisions of the Sarbanes-Oxley Act of 2002, the U.S. Sentencing Guidelines, as well as AllianceBernstein’s 2003 SEC Order, New York Stock Exchange Rule 303A.10 and other laws, regulations and policies.

The Ombudsman seeks to provide early warnings and to identify changes that will prevent malfeasance and workplace issues from becoming significant or recurring. The Ombudsman has a reporting relationship to the AllianceBernstein CEO, the Audit Committee of the Board of Directors of AllianceBernstein Corporation and independent directors of AllianceBernstein’s U.S. mutual fund boards.

Any type of work-related issue may be brought to the Ombudsman, including potential or actual financial malfeasance, security matters, inappropriate business practices, compliance issues, unethical behavior, violations of law, health and safety issues, and employee relations issues. The Ombudsman supplements, but does not replace existing formal channels such as Human Resources, Legal and Compliance, Internal Audit, Security and line management.

25.  Sanctions

Upon learning of a violation of this Code, any member of the AllianceBernstein Group, with the advice of the General Counsel, Chief Compliance Officer and/or the AllianceBernstein Code of Ethics Oversight Committee, may impose such sanctions as such member deems appropriate, including, among other things, restitution, censure, suspension or termination of service.  Persons subject to this Code who fail to comply with it may also be violating the U.S. federal securities laws or other federal, state or local laws within their particular jurisdictions.

26.  Annual Certifications

Each person subject to this Code must certify at least annually to the Chief Compliance Officer that he or she has read and understands the Code, recognizes that he or she is subject hereto and has complied with its provisions and disclosed or reported all personal securities transactions and other items required to be disclosed or reported under the Code.  The Chief Compliance Officer may require interim certifications for significant changes to the Code.

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APPENDIX A

ALLIANCEBERNSTEIN L.P.

PERSONAL TRADING POLICIES AND PROCEDURES

1. Overview

(a)  Introduction

AllianceBernstein recognizes the importance to its employees of being able to manage and develop their own and their dependents’ financial resources through long-term investments and strategies. However, because of the potential conflicts of interest inherent in our business, our industry and AllianceBernstein have implemented certain standards and limitations designed to minimize these conflicts and help ensure that we focus on meeting our duties as a fiduciary for our clients. Employees should be aware that their ability to liquidate positions may be severely restricted under these policies, including during times of market volatility. Therefore, as a general matter, AllianceBernstein discourages personal investments by employees in individual securities and encourages personal investments in managed collective vehicles, such as mutual funds.

AllianceBernstein senior management believes it is important for employees to align their own personal interests with the interests of our clients.  Consequently, employees are encouraged to invest in the mutual fund products and services offered by AllianceBernstein, where available and appropriate.

(b)  Definitions

The following definitions apply for purposes of this Appendix A of the Code; however additional definitions are contained in the text itself.(1)

1.“AllianceBernstein” means AllianceBernstein L.P., its subsidiaries and its joint venture entities.

2.“Beneficial Ownership” is interpreted in the same manner as in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 (“Exchange Act”), Rule 16a-1 and the other rules and regulations thereunder and includes ownership by any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in a Security.  For example, an individual has an indirect pecuniary interest in any Security owned by the individual’s spouse.

(1)  Due to the importance that AllianceBernstein places on promoting responsible personal trading, we have applied the definition of “access person,” as used in Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, and related requirements to all AllianceBernstein employees and officers. We have drafted special provisions for directors of AllianceBernstein who are not also employees of AllianceBernstein.

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Beneficial Ownership also includes, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, having or sharing “voting power” or “investment power,” as those terms are used in Section 13(d) of the Exchange Act and Rule 13d-3 thereunder.

3.     “Client” means any person or entity, including an investment company, for which AllianceBernstein serves as investment manager or adviser.

4.     “Chief Compliance Officer” refers to AllianceBernstein’s Chief Compliance Officer.

5.     “Code of Ethics Oversight Committee” refers to the committee of AllianceBernstein’s senior officers that is responsible for monitoring compliance with the Code.

6.     “Conflicts Officer” refers to AllianceBernstein’s Conflicts Officer, who reports to the Chief Compliance Officer.

7.     “Control” has the meaning set forth in Section 2(a)(9) of the 1940 Act.

8.      “Director” means any person who serves in the capacity of a director of AllianceBernstein Corporation. “Affiliated Director” means any Director who is not an Employee (as defined below) but who is an employee of an entity affiliated with AllianceBernstein. “Outside Director” means any Director who is neither an Employee (as defined below) nor an employee of an entity affiliated with AllianceBernstein.

9.      “Employee” refers to any person who is an employee or officer of AllianceBernstein, including part-time employees and consultants (acting in the capacity of a portfolio manager, trader or research analyst) under the Control of AllianceBernstein.

10.    “Initial Public Offering” means an offering of Securities registered under the Securities Act of 1933 (the “1933 Act”), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act, as well as similar offerings of Securities issued outside the United States.

11.   “Investment Personnel” refers to:

a.Any Employee who acts in the capacity of a portfolio manager, research analyst or trader or any other capacity (such as an assistant to one of the foregoing) and in connection with his or her regular duties makes or participates in making, or is in a position to be aware of, recommendations regarding the purchase or sale of securities by a Client;

b.Any Employee who receives the AllianceBernstein Global Equity Review or has access to the AllianceBernstein Express Research database, or Research Wire;

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c.Any Employees participating in (including passively listening to) “morning calls” for any of the managed account disciplines or broker-dealer subsidiaries;

d.Any other Employee designated as such by the Legal and Compliance Department; or

e.Any natural person who Controls AllianceBernstein and who obtains information concerning recommendations made to a Client regarding the purchase or sale of securities by the Client.

12.   “Limited Offering” means an offering that is exempt from registration under the 1933 Act pursuant to Sections 4(2) or 4(6) thereof or pursuant to Rules 504, 505 or 506 under the 1933 Act, as well as similarly exempted offerings of Securities issued outside the United States. Investments in hedge funds are typically sold in a limited offering setting.

13.   “Ombudsman” means the Company Ombudsman of AllianceBernstein, or any of his/her staff members.

14.   “Personal Account” refers to any account (including, without limitation, a custody account, safekeeping account and an account maintained by an entity that may act in a brokerage or a principal capacity) in which Securities may be traded or custodied, and in which an Employee has any Beneficial Ownership, and any such account maintained by or for a financial dependent of an Employee. For example, this definition includes Personal Accounts of:

a.An Employee’s spouse/domestic partner (of same or opposite gender), including a legally separated or divorced spouse who is a financial dependent;

b.Financial dependents of an Employee, including both those residing with the Employee and those not residing with the Employee, such as financially dependent children away at college; and

c.Any person or entity for which the Employee acts as a fiduciary (e.g., acting as a Trustee) or who has given investment discretion to the Employee, other than accounts over which the employee has discretion as a result of his or her responsibilities at AllianceBernstein.

Personal Accounts include any account meeting the above definition even if the Employee has given discretion over the account to someone else.

15.   “Purchase or Sale of a Security” includes, among other transactions, the writing or purchase of an option to sell a Security and any short sale of a Security.

16.   “Security” has the meaning set forth in Section 2(a)(36) of the Investment Company Act and includes any derivative thereof, commodities, options or forward contracts, except that it shall not include:

a.Securities issued by the government of the United States;

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b.Short-term debt securities that are government securities within the meaning of Section 2(a)(16) of the Investment Company Act;

c.Shares issued by money market funds;

d.Shares issued by open-end mutual funds, including exchange-traded funds (ETF’s), other than those managed by AllianceBernstein; and

e.Bankers’ acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments and such other instruments as may be designated from time to time by the Chief Compliance Officer.

17.   A Security is “Being Considered for Purchase or Sale” when:

a.An AllianceBernstein Growth research analyst issues research information (including as part of the daily morning call) regarding initial coverage of, or changing a rating with respect to, a Security;

b.A portfolio manager has indicated (e.g., during the daily Growth morning call or identified as a Value priority purchase/sale, or otherwise) his or her intention to purchase or sell a Security; or

c.An open order(2) in the Security exists on any buy-side trading desk.

This is not an exhaustive list. At the discretion of the Legal and Compliance Department, a Security may be deemed “Being Considered for Purchase or Sale” even if none of the above events have occurred, particularly if a portfolio manager is contemplating the purchase or sale of that Security, as evidenced by e-mails or the manager’s preparation of, or request for, research.

18.   “Security held or to be acquired or sold” means:

a.Any Security which, within the most recent 15 days (i) is or has been held by a Client in an AllianceBernstein-managed account or (ii) is being or has been considered by AllianceBernstein for purchase or sale for the Client; and

b.Any option to purchase or sell, and any Security convertible into or exchangeable for, a Security.

19.   “StarCompliance Code of Ethics application” means the web-based application used to electronically pre-clear personal securities transactions and file many of the reports required herein. The application can be accessed via the AllianceBernstein network at: https://alliance.starcompliance.com.

20.   “Subsidiary” refers to entities with respect to which AllianceBernstein, directly or indirectly, through the ownership of voting securities, by contract or otherwise has the power to direct or cause the direction of management or policies of such entity.

(2)  Defined as any client order on a Growth trading desk which has not been completely executed, as well as any “significant” open Value client orders, or Value “priority” purchases or sales, as those terms are defined by the applicable Value SBU CIO.

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2.    Requirements and Restrictions – All Employees

The following are the details of the standards which must be observed:

(a)  General Standards

Employees have an obligation to conduct their personal investing activities and related Securities transactions lawfully and in a manner that avoids actual or potential conflicts between their own interests and the interests of AllianceBernstein and its clients. Employees must carefully consider the nature of their AllianceBernstein responsibilities - and the type of information that he or she might be deemed to possess in light of any particular securities transaction - before engaging in any investment-related activity or transaction.

i.Material Nonpublic Information: Employees in possession of material nonpublic information about or affecting Securities, or their issuer, are prohibited from buying or selling such Securities, or advising any other person to buy or sell such Securities. Similarly, they may not disclose such information to anyone without the permission of the General Counsel or Chief Compliance Officer. Please see the AllianceBernstein Insider Trading Policies, which can be found on the Legal and Compliance Department intranet site.

ii.Short-Term Trading: Employees are encouraged to adopt long-term investment strategies (see Section 2(f) for applicable holding period for individual securities). Similarly, purchases of shares of most mutual funds should be made for investment purposes. Employees are therefore prohibited from engaging in transactions in a mutual fund that are in violation of the fund’s prospectus, including any applicable short-term trading or market-timing prohibitions.

With respect to the AllianceBernstein funds, Employees are prohibited from short-term trading, and may not effect a purchase and redemption, regardless of size, in and out of the same mutual fund within any ninety (90) day period.(3)

iii.Personal Responsibility: It is the responsibility of each Employee to ensure that all Securities transactions in Personal Accounts are made in strict compliance with the restrictions and procedures in the Code and this Appendix A, and otherwise comply with all applicable legal and regulatory requirements.

iv.Affiliated Directors and Outside Directors: The personal trading restrictions of Appendix A of the Code do not apply to any Affiliated Director or Outside Director, provided that at the time of the transaction, he or she has no actual knowledge that the Security involved is “Being Considered for Purchase or Sale.” Affiliated

(3)  These restrictions shall not apply to investments in mutual funds through professionally managed asset allocation programs; automatic reinvestment programs; automatic investments through 401(k) and similar retirement accounts; and any other non-volitional investment vehicles. These restrictions also do not apply to transactions in money market funds and other short duration funds used as checking accounts or for similar cash management purposes.

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Directors and Outside Directors, however, are subject to reporting requirements as described in Section 7 below.

(b)  Disclosure of Personal Accounts

All Employees must disclose their Personal Accounts to the Compliance Department (and take all necessary actions to close any accounts held with non-designated brokers, see next section). It is each Employee’s responsibility to ensure that the Compliance Department is appropriately notified of all accounts and to direct the broker to provide the Compliance Department with electronic and/or paper brokerage transaction confirmations and account statements (and verify that it has been done).  Do not assume that the broker-dealer will automatically arrange for this information to be set up and forwarded correctly.

(c)  Designated Brokerage Accounts

Personal Accounts of an Employee that are maintained as brokerage accounts must be held only at the following approved designated broker-dealers (each a “Designated Broker”): (4)

·      Charles Schwab;

·      Credit Suisse Securities - Private Banking USA Group

·      E*TRADE Financial (formerly Harrisdirect);

·      Merrill Lynch; and/or

·      Sanford C. Bernstein & Co., LLC(5)

Under limited circumstances, the Compliance Department may grant exceptions to this policy and approve the use of other broker-dealers or custodians (such as in the case of proprietary products that can only be held at specific firms). In addition, the Chief Compliance Officer may in the future modify this list.

All Securities in which an Employee has any Beneficial Ownership must be held in Personal Accounts and maintained in accordance with the Designated Broker requirements described above (except that shares of open-end mutual funds may be held directly with the investment company).  Additionally, Employees may effect Securities transactions only in Personal Accounts (or directly through a mutual fund’s transfer agent). In limited circumstances, the Chief Compliance Officer, or his designee, may

(4)  Exceptions may apply in certain non-U.S. locations.  Please consult with your local compliance officer.

(5)  Non-discretionary accounts at Sanford C. Bernstein & Co., LLC. may only be used for the following purposes: (a) Custody of securities and related activities (such as receiving and delivering positions, corporate actions, and subscribing to offerings commonly handled by operations such as State of Israel bonds, etc.); (b) Transacting in US Treasury securities; and (c) Transacting in AllianceBernstein products outside of a private client relationship (such as hedge funds, AB and SCB mutual funds, and CollegeBoundfund accounts).  All equity and fixed income (other than US Treasuries) transactions are prohibited.

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grant an exception to these requirements (see Section 21 of the Code).  This requirement applies to all types of Securities and personal Securities transactions including, for example, Securities issued in a Limited Offering or other direct investments.

(d)  Pre-Clearance Requirement

i.Subject to the exceptions specified below, an Employee may not purchase or sell, directly or indirectly, any Security in which the Employee has (or after such transaction would have) any Beneficial Ownership unless the Employee obtains the prior approval from the Compliance Department and, in the case of Investment Personnel, the head of the business unit (or a designated manager) in which the Employee works.(6) Pre-clearance requests must be made on the date of the contemplated transaction, through the use of the appropriate Pre-Trade Authorization Form, which can be accessed via the StarCompliance Code of Ethics application at https://alliance.starcompliance.com/ and clicking on “File a PTAF.” These requests will document (a) the details of the proposed transaction and (b) representations as to compliance with the personal trading restrictions of this Code.

Pre-Clearance requests will be acted on by the Legal and Compliance Department (or by the automated pre-clearance system) only between the hours of 10:00 a.m. and 3:30 p.m. (New York time). The Legal and Compliance Department (including via its electronic pre-clearance utility) will review the request to determine if the proposed transaction complies with the Code, whether that security is restricted for AllianceBernstein personnel, and if appropriate, contact the appropriate supervisor (or a person designated by the supervisor) to determine whether the proposed transaction raises any potential conflicts of interest or other issues. The Compliance Department will communicate to the requesting Employee its approval or denial of the proposed transaction, either in writing (e-mail) or orally.  In the U.S. and Canada, any approval given under this paragraph will remain in effect only until the end of the trading day on which the approval was granted. For employees in offices outside the U.S. and Canada, such approval will remain in effect for the following business day as well.  Good-until-cancel limit orders are not permitted without daily requests for pre clearance approval.  Employees must wait for approval before placing the order with their broker.

The Legal and Compliance Department will maintain an electronic log of all pre-clearance requests and indicate the approval or denial of the request in the log.

PLEASE NOTE: When a Security is Being Considered for Purchase or Sale for a Client (see Section 2(i) below) or is being purchased or sold for a Client following the approval on the same day of a personal trading request form for the same Security, the Legal and Compliance Department is authorized to cancel the personal order if (a) it has not been executed and the order exceeds a market value of $50,000 or (b) the

(6)   For purposes of the pre-clearance requirement, all employees in the Value SBU are considered Investment Personnel, and are therefore required to have all of their trades pre-approved by the head of their respective departments (or a designee).

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Legal and Compliance Department determines, after consulting with the trading desk and the appropriate business unit head (if available), that the order, based on market conditions, liquidity and other relevant factors, could have an adverse impact on a Client or on a Client’s ability to purchase or sell the Security or other Securities of the issuer involved.

ii.Exceptions: The pre-clearance requirements do not apply to(7):

a.Non-Volitional Transactions, including:

·Transactions in a Personal Account managed for an Employee on a discretionary basis by a third person or entity, when the Employee does not discuss any specific transactions for the account with the third-party manager;

·Any Security received as part of an Employee’s compensation (although any subsequent sales must be pre-cleared);

·Any Securities transaction effected in an Employee’s Personal Account pursuant to an automatic investment plan, which means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) a Personal Account in accordance with a predetermined schedule and allocation, and includes dividend reinvestment plans.  Additional purchases and sales that are not automatic, however, are subject to the pre-clearance requirement.

The Legal and Compliance Department may request an Employee to certify as to the non-volitional nature of these transactions.

b.Exercise of Pro Rata Issued Rights

Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of the issuer’s Securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.  This exemption applies only to the exercise or sale of rights that are issued in connection with a specific upcoming public offering on a specified date, as opposed to rights acquired from the issuer (such as warrants or options), which may be exercised from time-to-time up until an expiration date.  This exemption does not apply to the sale of stock acquired pursuant to the exercise of rights.

(e)Limitation on the Number of Trades

No more than an aggregate of five (5) transactions in individual Securities may occur in an Employee’s Personal Accounts during any rolling thirty-day period.  However, if the transaction in a Personal Account is directed by a non-Employee spouse or domestic

(7) Additional Securities may be exempted from the pre-clearance requirement if, in the opinion of the Chief Compliance Officer, no conflict of interest could arise from personal trades in such Security.

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partner and/or other non-Employee covered under the Code (and not by the Employee), the number of permitted Securities transactions is limited to twenty (20) transactions in any rolling thirty-day period.

(f)   Short-Term Trading

i.Employees must always conduct their personal trading activities lawfully, properly and responsibly, and are encouraged to adopt long-term investment strategies that are consistent with their financial resources and objectives.  AllianceBernstein discourages short-term trading strategies, and Employees are cautioned that such strategies may inherently carry a higher risk of regulatory and other scrutiny.  In any event, excessive or inappropriate trading that interferes with job performance, or compromises the duty that AllianceBernstein owes to its Clients will not be tolerated.  Employees are subject to a mandatory buy and hold of all individual Securities held in a Personal Account for twelve months.(8) A last-in-first out accounting methodology will be applied to a series of Securities purchases for determining compliance with this holding rule. Please also see Section 2(a)(ii) with respect to the applicable holding period for AllianceBernstein open-end funds.

ii.Exceptions to the short-term trading rules (i.e., the one-year hold):

a.For Securities transactions in Personal Accounts of spouses and domestic partners and other non-Employees (e.g., financially dependent children) which are not directed by the Employee are subject to a mandatory buy and hold (or sale and buyback) of 60-calendar days. However, after 30 calendar days, such a transaction will be permitted for these Personal Accounts if necessary to minimize a loss.

b.Transactions in a Personal Account managed for an Employee on a discretionary basis by a third person or entity.

c.Transactions in Securities held by the Employee prior to his or her employment with AllianceBernstein.

d.Shares in the publicly traded units of AllianceBernstein that were acquired in connection with a compensation plan. However, units purchased on the open market must comply with the holding period requirements herein.

Any trade made in violation of this section of the Code shall be unwound, or, if that is not practicable, all profits from the short-term trading may be disgorged as directed by the Chief Compliance Officer.

(8)  Relating to the buyback of a previously sold Security, an employee must wait 60 days if the new purchase price is lower than the previous sale, and 30 days if the new purchase price exceeds the previous sale price.

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(g)  Short Sales

The Legal and Compliance Department will prohibit an Employee from engaging in any short sale of a Security in a Personal Account if, at the time of the transaction, any Client has a long position in such Security in an AllianceBernstein-managed portfolio (except that an Employee may engage in short sales against the box and covered call writing provided that these personal Securities transactions do not violate the prohibition against short-term trading).

(h)  Trading in AllianceBernstein Units and Closed-End Mutual Funds

During certain times of the year, Employees may be prohibited from conducting transactions in the equity units of AllianceBernstein.  Additional restricted periods may be required for certain individuals and events, and the Legal and Compliance Department will announce when such additional restricted periods are in effect.  Transactions in AllianceBernstein Units and closed-end mutual funds managed by AllianceBernstein are subject to the same pre-clearance process as other Securities, with certain additional Legal and Compliance Department approval required.  See the Statement of Policy and Procedures Concerning Purchases and Sales of AllianceBernstein Units and the Statement of Policy and Procedures Concerning Purchases and Sales of AllianceBernstein Closed-End Mutual Funds. Employees are not permitted to transact in short sales of AllianceBernstein Units.

(i)   Securities Being Considered for Purchase or Sale

i.The Legal and Compliance Department will, subject to the exceptions below, prohibit an Employee from purchasing or selling a Security (or a derivative product), or engaging in any short sale of a Security, in a Personal Account if, at the time of the transaction, the Security is Being Considered for Purchase or Sale for a Client or is being purchased or sold for a Client.  Please see the definition of a Security “Being Considered for Purchase or Sale” (Section 1(b)(17) of this Appendix) for a non-exhaustive list of examples which illustrate this prohibition.

ii.Exceptions: This prohibition does not apply to:

a.Non-Volitional Transactions, including:

·Transactions in a Personal Account managed for an Employee on a discretionary basis by a third person or entity, when the Employee does not discuss any specific transactions for the account with the third-party manager;

·Any Security received as part of an Employee’s compensation (although any subsequent sales must be pre-cleared);

·Any Securities transaction effected in an Employee’s Personal Account pursuant to an automatic investment plan, which means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) a Personal Account in accordance with a predetermined schedule and

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allocation, and includes dividend reinvestment plans.  Additional purchases and sales that are not automatic, however, are subject to this prohibition.

The Legal and Compliance Department may request an Employee to certify as to the non-volitional nature of these transactions.

b.Exercise of Pro Rata Issued Rights

Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of the issuer’s Securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.  This exemption applies only to the exercise or sale of rights that are issued in connection with a specific upcoming public offering on a specified date, as opposed to rights acquired from the issuer (such as warrants or options), which may be exercised from time-to-time up until an expiration date.  This exemption does not apply to the sale of stock acquired pursuant to the exercise of rights.

c.De Minimis Transactions — Fixed Income Securities

Any of the following Securities, if at the time of the transaction, the Employee has no actual knowledge that the Security is Being Considered for Purchase or Sale by a Client or that the Security is being purchased or sold by or for the Client:

·Fixed income securities transactions having a principal amount not exceeding $25,000; or

·Non-convertible debt securities and non-convertible preferred stocks which are rated by at least one nationally recognized statistical rating organization (“NRSRO”) in one of the three highest investment grade rating categories.

d.De Minimis Transactions — Equity Securities

Any equity Security transaction, or series of related transactions, involving shares of common stock and excluding options, warrants, rights and other derivatives, provided:

.·Any orders are entered after 10:00 a.m. and before 3:00 p.m. and are not designated as “market on open” or “market on close;”

.·The aggregate value of the transactions do not exceed (1) $10,000 for Securities of an issuer with a market capitalization of less than $1 billion; (2) $25,000 for Securities of an issuer with a market capitalization of $1 billion to $5 billion and (3) $50,000 for Securities of an issuer with a market capitalization of greater than $5 billion; and

.·The Employee has no actual knowledge that the Security is Being Considered for Purchase or Sale by a Client or that the Security is being purchased or sold by or for the Client.

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PLEASE NOTE: Even if a trade qualifies for a de minimis exception, it must be pre-cleared by the Legal and Compliance Department in advance of being placed.

(j)   Restricted List

A Security may not be purchased or sold in a Personal Account if, at the time of the transaction, the Security appears on the AllianceBernstein Daily Restricted List and is restricted for Employee transactions.  The Daily Restricted List is made available each business day to all Employees via the AllianceBernstein intranet home page at: http://www.acml.com.

(k)   Dissemination of Research Information

i.An Employee may not buy or sell any Security for a Personal Account that is the subject of “significantly new” or “significantly changed” research during the period commencing with the approval of the research and continuing for twenty-four hours subsequent to the first publication or release of the research.  An Employee also may not buy or sell any Security on the basis of research that AllianceBernstein has not yet made public or released.  The terms “significantly new” and “significantly changed” include:

a.The initiation of coverage by an AllianceBernstein Growth or Sanford C. Bernstein & Co., LLC research analyst;

b.Any change in a research rating or position by an AllianceBernstein Growth or Sanford C. Bernstein & Co., LLC research analyst;

c.Any other rating, view, opinion, or advice from an AllianceBernstein Growth research analyst, the issuance (or re-issuance) of which in the opinion of such research analyst, or his or her director of research, would be reasonably likely to have a material effect on the price of the security.

ii.Exceptions: This prohibition does not apply to:

a.Non-Volitional Transactions, including:

·Transactions in a Personal Account managed for an Employee on a discretionary basis by a third person or entity, when the Employee does not discuss any specific transactions for the account with the third-party manager;

·Any Security received as part of an Employee’s compensation (although any subsequent sales must be pre-cleared);

·Any Securities transaction effected in an Employee’s Personal Account pursuant to an automatic investment plan, which means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) a Personal Account in accordance with a predetermined schedule and

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allocation, and includes dividend reinvestment plans.  Additional purchases and sales that are not automatic, however, are subject to this prohibition.

The Legal and Compliance Department may request an Employee to certify as to the non-volitional nature of these transactions.

b.Exercise of Pro Rata Issued Rights

Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of the issuer’s Securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.  This exemption applies only to the exercise or sale of rights that are issued in connection with a specific upcoming public offering on a specified date, as opposed to rights acquired from the issuer (such as warrants or options), which may be exercised from time-to-time up until an expiration date.  This exemption does not apply to the sale of stock acquired pursuant to the exercise of rights.

c.De Minimis Transactions — Fixed Income Securities

This exception does not apply to research issued by Sanford C. Bernstein & Co., LLC. Any of the following Securities, if at the time of the transaction, the Employee has no actual knowledge that the issuer is the subject of significantly new or significantly changed research:

·Fixed income securities transactions having a principal amount not exceeding $25,000; or

·Non-convertible debt securities and non-convertible preferred stocks which are rated by at least one nationally recognized statistical rating organization (“NRSRO”) in one of the three highest investment grade rating categories.

d.De Minimis Transactions — Equity Securities

This exception does not apply to research issued by Sanford C. Bernstein & Co., LLC.  Any equity Securities transaction, or series of related transactions, involving shares of common stock and excluding options, warrants, rights and other derivatives, provided:

·Any orders are entered after 10:00 a.m. and before 3:00 p.m. and are not designated as “market on open” or “market on close;”

·The aggregate value of the transactions do not exceed (1) $10,000 for Securities of an issuer with a market capitalization of less than $1 billion; (2) $25,000 for Securities of an issuer with a market capitalization of $1 billion to $5 billion and (3) $50,000 for Securities of an issuer with a market capitalization of greater than $5 billion; and

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·The Employee has no actual knowledge that the issuer is the subject of significantly new or significantly changed research.

PLEASE NOTE: Even if a trade qualifies for a de minimis exception, it must be pre-cleared by the Legal and Compliance Department in advance of being placed.

(l)   Initial Public Offerings

No Employee shall acquire for a Personal Account any Security issued in an Initial Public Offering.

(m) Limited Offerings/Private Placements

No Employee shall acquire any Security issued in any limited or private offering (please note that hedge funds are sold as limited or private offerings) unless the Chief Compliance Officer (or designee) and the Employee’s Business Unit Head give express prior written approval and document the basis for granting approval after due inquiry.  The Chief Compliance Officer, in determining whether approval should be given, will take into account, among other factors, whether the investment opportunity should be reserved for a Client and whether the opportunity is being offered to the individual by virtue of his or her position with AllianceBernstein.  Employees authorized to acquire Securities issued in a limited or private offering must disclose that investment when they play a part in any Client’s subsequent consideration of an investment in the issuer, and in such a case, the decision of AllianceBernstein to purchase Securities of that issuer for a Client will be subject to an independent review by Investment Personnel with no personal interest in such issuer.(9)  Additional restrictions or disclosures may be required if there is a business relationship between the Employee or AllianceBernstein and the issuer of the offering.

3.Additional Restrictions – Growth, Blend and Fixed Income Portfolio Managers

In addition to the requirements and restrictions on Employee trading in Section 2 of this Appendix A of the Code, the following restrictions apply to all persons acting in the capacity of a portfolio manager of a Client account in the Growth, Blend and Fixed Income disciplines. For purposes of the restrictions in this section, a portfolio manager is defined as an Employee who has decision-making authority regarding specific securities to be traded for Client accounts, as well as such Employee’s supervisor.

(9)Any Employee who acquires (or any new Employee with a pre-existing position in) an interest in any private investment fund (including a “hedge fund”) or any other Security that cannot be purchased and held in an account at a Designated Broker shall be exempt from the Designated Broker requirement as described in this Appendix A of the Code.  The Legal and Compliance Department may require an explanation as to why such Security can not be purchased and held in such manner. Transactions in these Securities nevertheless remain subject to all other requirements of this Code, including applicable private placement procedures, pre-clearance requirements and blackout-period trading restrictions.

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General Prohibition: No person acting in the capacity of a portfolio manager will be permitted to buy for a Personal Account, a Security that is an eligible portfolio investment in that manager’s product group (e.g., Large Cap Growth).

This prohibition does not apply to transactions directed by spouses or other covered persons provided that the employee has no input into the investment decision. Nor does it apply to sales of securities held prior to the application of this restriction or employment with the firm. However, such transactions are subject to the following additional restrictions.

(a)  Blackout Periods

No person acting in the capacity of a portfolio manager will be permitted to trade a Security for a Personal Account within seven calendar days before and after any Client serviced in that manager’s product group (e.g., Large Cap Growth) trades in the same Security. If a portfolio manager engages in such a personal securities transaction during a blackout period, the Chief Compliance Officer may break the trade or, if the trade cannot be broken, the Chief Compliance Officer may direct that any profit realized on the trade be disgorged.

(b)  Actions During Blackout Periods

No person acting in the capacity of a portfolio manager shall delay or accelerate a Client trade due to a previous purchase or sale of a Security for a Personal Account.  In the event that a portfolio manager determines that it is in the best interest of a Client to buy or sell a Security for the account of the Client within seven days of the purchase or sale of the same Security in a Personal Account, the portfolio manager must contact the Chief Compliance Officer immediately, who may direct that the trade in the Personal Account be canceled, grant an exception or take other appropriate action.

(c)  Transactions Contrary to Client Positions

No person acting in the capacity of a portfolio manager shall trade a Security in a Personal Account contrary to investment decisions made on behalf of a Client, unless the portfolio manager represents and warrants in the personal trading request form that (1) it is appropriate for the Client account to buy, sell or continue to hold that Security and (2) the decision to purchase or sell the Security for the Personal Account arises from the need to raise or invest cash or some other valid reason specified by the portfolio manager and approved by the Chief Compliance Officer and is not otherwise based on the portfolio manager’s view of how the Security is likely to perform.

4.   Additional Restrictions – Bernstein Value Portfolio Management Groups

In addition to the requirements and restrictions on Employee trading in Section 2 of this Appendix A of the Code, the following restrictions apply to all persons in the firm’s Bernstein centralized portfolio management groups.

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(a)  Senior Portfolio Managers and Members of the Value Investment Policy Groups

Senior Portfolio Managers (SPMs) and members of the Value Investment Policy Groups (IPGs) are prohibited from transacting in any Security included in the universe of eligible portfolio securities in their product.

This prohibition does not apply to transactions directed by spouses or other covered persons provided that the employee has no input into the investment decision. Nor does it apply to sales of securities held prior to the application of this restriction or employment with the firm.

(b)  All Other Members of the Bernstein Value SBU

Members of the Bernstein Value SBU are deemed to have actual knowledge of the unit’s Securities Being Considered for Purchase or Sale.  As a consequence, the de minimis exceptions in Section 2(i) of this Appendix relating to “significant” Value Client orders or “priority” purchases or sales (as those terms are defined by the applicable Value CIO) are not available to individuals in the Bernstein Value SBU.

(c)  Discretionary Accounts

The restrictions noted above do not apply to Personal Accounts that are managed as part of their group’s normal management process.

5.   Additional Restrictions – Research Analysts

In addition to the requirements and restrictions on Employee trading in Section 2 of this Appendix A of the Code, the following restrictions apply to all persons acting in the capacity of a research analyst.  Please note that rules of the National Association of Securities Dealers and the New York Stock Exchange may impose additional limitations on the personal trading of the research analysts of Sanford C. Bernstein & Co., LLC and their family members. Such research analysts should refer to the relevant policy documents that detail those additional restrictions.

General Prohibition: No person acting in the capacity of research analyst will be permitted to buy for his or her Personal Account, a Security that is in the sector covered by such research analyst. This prohibition does not apply to transactions directed by spouses or other covered persons provided that the employee has no input into the investment decision. Nor does it apply to sales of securities held prior to the application of this restriction or employment with the firm.  However, such transactions are subject to the following additional restrictions.

(a)  Blackout Periods

No person acting as a research analyst shall trade a Security for a Personal Account within seven calendar days before and after making a change in a rating or other published view with respect to that Security.  If a research analyst engages in such a

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personal securities transaction during a blackout period, the Chief Compliance Officer may break the trade or, if the trade cannot be broken, the Chief Compliance Officer may direct that any profit realized on the trade be disgorged.

(b)  Actions During Blackout Periods

No person acting as a research analyst shall delay or accelerate a rating or other published view with respect to any Security because of a previous purchase or sale of a Security in such person’s Personal Account.  In the event that a research analyst determines that it is appropriate to make a change in a rating or other published view within seven days of the purchase or sale of the same Security in a Personal Account, the research analyst must contact the Chief Compliance Officer immediately, who may direct that the trade in the Personal Account be canceled, grant an exception or take other appropriate action.

(c)  Actions Contrary to Ratings

No person acting as a research analyst shall trade a Security (to the extent such Security is included in the research analyst’s research universe) contrary to an outstanding rating or a pending ratings change or traded by a research portfolio, unless (1) the research analyst represents and warrants in the personal trading request form that (as applicable) there is no reason to change the outstanding rating and (2) the research analyst’s personal trade arises from the need to raise or invest cash, or some other valid reason specified by the research analyst and approved by the Chief Compliance Officer and is not otherwise based on the research analyst’s view of how the security is likely to perform.

6.   Reporting Requirements

(a)  Duplicate Confirmations and Account Statements

All Employees must direct their brokers to supply to the Chief Compliance Officer, on a timely basis, duplicate copies of broker trade confirmations of, and account statements concerning, all Securities transactions in any Personal Account.(10)

The Compliance Department will review such documents for Personal Accounts to ensure that AllianceBernstein’s policies and procedures are being complied with, and make additional inquiries as necessary. Access to duplicate confirmations and account statements will be restricted to those persons who are assigned to perform review functions, and all such materials will be kept confidential except as otherwise required by law.

(b)  Initial Holdings Reports by Employees

An Employee must, within 10 days of commencement of employment with AllianceBernstein, provide a signed (electronic in most cases) and dated Initial Holdings Report to the Chief Compliance Officer.  New employees will receive an electronic

(10) Each Employee must verify with his or her Designated Broker(s) that the Employee’s account(s) is properly “coded” for AllianceBernstein to receive electronic data feeds.

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request to perform this task via the StarCompliance Code of Ethics application. The report must contain the following information current as of a date not more than 45 days prior to the date of the report:

i.All Securities (including private investments as well as any AllianceBernsteinmanaged mutual funds) held in a Personal Account of the Employee, including the title and type of Security, and as applicable, the exchange ticker symbol or CUSIP number, number of shares and/or principal amount of each Security/fund beneficially owned);

ii.The name of any broker-dealer or financial institution with which the Employee maintains a Personal Account in which any Securities are held for the Employee; and

iii.Details of any outside business affiliations.

Employees must then take all necessary actions to bring their accounts into compliance with the designated broker guidelines detailed in Section 2(c) of this Appendix.

(c)  Quarterly Reports by Employees – including Certain Funds and Limited Offerings

Following each calendar quarter, the Legal and Compliance Department will forward (electronically via the StarCompliance Code of Ethics application) to each Employee, an individualized form containing all Securities transactions in the Employee’s Personal Accounts during the quarter based on information reported to AllianceBernstein by the Employee’s brokers. Transactions in Personal Accounts managed on a discretionary basis or pursuant to an automated investment program need not be included for purposes of this reporting requirement.

Within thirty (30) days following the end of each calendar quarter, every Employee must review the form and certify its accuracy, making any necessary changes to the information provided on the pre-populated form (generally this will include those shares of mutual funds sub-advised by AllianceBernstein and held directly with the investment company and Securities issued in limited offerings which are not sent directly to the Compliance Department).  For each such Security, the report must contain the following information: (1) the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Security involved; (2) the nature of the transaction (i.e., purchase or 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 or other financial institution through which the transaction was effected; and (5) the date the Employee submits the report.

In addition, any new Personal Account established during the calendar quarter must be reported, including (1) the name of the broker or other financial institution with which the account was established and (2) the date the account was established.

(d)  Annual Holdings Reports by Employees

On an annual basis, by a date to be specified by the Compliance Department (typically February 15^th), each Employee must provide to the Chief Compliance Officer, a signed

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and dated (or electronically certified via the StarCompliance Code of Ethics application) Annual Holdings Report containing data current as of a date not more than forty five (45) days prior to the date of the submission.  The report must disclose:

i.All Securities (including shares of mutual funds managed by AllianceBernstein and limited offerings), held in a Personal Account of the Employee, including the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and/or principal amount of each Security beneficially owned); and

ii.The name of any broker-dealer or financial institution with which the Employee maintains a Personal Account in which any Securities are held for the Employee.

In the event that AllianceBernstein already maintains a record of the required information via duplicate copies of broker trade confirmations and account statements received from the Employee’s broker-dealer, an Employee may satisfy this requirement by (i) confirming in writing (which may include e-mail) the accuracy of the record on at least an annual basis and (ii) recording the date of the confirmation.

(e)  Report and Certification of Adequacy to the Board of Directors of Fund Clients

On a periodic basis, but not less than annually, the Chief Compliance Officer shall prepare a written report to the management and the board of directors of each registered investment fund (other than a unit investment trust) in which AllianceBernstein acts as investment adviser setting forth the following:

i.A certification on behalf of AllianceBernstein that AllianceBernstein has adopted procedures reasonably necessary to prevent Employees and Directors from violating the Code;

ii.A summary of existing procedures concerning personal investing and any changes in procedures made during the past year; and

iii.A description of any issues arising under the Code or procedures since the last report to the Board including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations.

AllianceBernstein shall also submit any material changes to this Code to each Fund’s Board at the next regular board meeting during the quarter following the change.

(f)  Report Representations

Any Initial or Annual Holdings Report or Quarterly Transaction Report may contain a statement that the report is not to be construed as an admission by the person making the report that he or she has any direct or indirect Beneficial Ownership in the Security to which the report relates.

(g)  Maintenance of Reports

The Chief Compliance Officer shall maintain the information required by this Section and such other records, if any, and for such time periods required by Rule 17j-1 under the

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Investment Company Act and Rules 204-2 and 204A-1 under the Advisers Act.  All reports furnished pursuant to this Section will be kept confidential, subject to the rights of inspection and review by the General Counsel, the Chief Compliance Officer and his or her designees, the Code of Ethics Oversight Committee (or subcommittee thereof), the Securities and Exchange Commission and by other third parties pursuant to applicable laws and regulations.

7.Reporting Requirements for Directors who are not Employees

All Affiliated Directors (i.e., not Employees of AllianceBernstein, but employees of an AllianceBernstein affiliate) and Outside Directors (i.e., neither Employees of AllianceBernstein, nor of an AllianceBernstein affiliate) are subject to the specific reporting requirements of this Section 7 as described below.  Directors who are Employees, however, are subject to the full range of personal trading requirements, restrictions and reporting obligations outlined in Sections 1 through 6 of this Appendix A of the Code, as applicable.  In addition, all Directors are expected to adhere to the fiduciary duties and high ethical standards described in the Code.  The designation of a Director as an Affiliated Director or Outside Director will be communicated to each such Director by the Chief Compliance Officer.

(a)   Affiliated Directors

i.Initial Holdings Report

Upon becoming a Director, an Affiliated Director must submit a signed and dated Initial Holdings Report within ten (10) days of becoming Director.  The Initial Holdings Report must contain the following information current as of a date not more than 45 days prior to the date of the report:

a.All Securities, including private investments as well as any AllianceBernstein-managed mutual funds, held in a Personal Account of the Affiliated Director or held directly with the fund, including the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and/or principal amount of each Security beneficially owned;

b.The name of any broker-dealer or financial institution with which the Affiliated Director maintains a Personal Account in which any Securities are held for the Employee; and

c.Details of any outside business affiliations.

ii.Annual Holdings Report

Once each year, by a date to be specified by the Legal and Compliance Department, each Affiliated Director must provide to the Chief Compliance Officer a signed and dated report containing the following information as of a date not more than 45 days prior to the date of the report:

a.All Securities, including private investments as well as any AllianceBernstein-managed mutual funds, held in a Personal Account of the Affiliated Director or

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held directly with the fund, including the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and/or principal amount of each Security beneficially owned); and

b.The name of any broker-dealer or financial institution with which the Affiliated Director maintains a Personal Account in which any Securities are held for the Employee.

PLEASE NOTE: In the event that AllianceBernstein already maintains a record of the required information via duplicate copies of broker trade confirmations and account statements received from the Affiliated Director’s broker-dealer(s), the Affiliated Director may satisfy this requirement by (i) confirming in writing (which may include e-mail) the accuracy of the record on at least an annual basis and (ii) recording the date of the confirmation.

iii.   Quarterly Transaction Report

Within thirty (30) days following the end of each calendar quarter (see exceptions in section (c)), each Affiliated Director must provide to the Chief Compliance Officer, a signed and dated report disclosing all Securities transactions in any Personal Account.  For each such Security, the report must contain the following information:

a.The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Security involved;

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

c.The price of the Security at which the transaction was effected; and

d.The name of the broker or other financial institution through which the transaction was effected.

(b)  Outside Directors

i.In general, pursuant to various regulatory rule exceptions and interpretations, no reporting is required of Outside Directors. However, if an Outside Director knew, or in the ordinary course of fulfilling his or her official duties as a Director should have known, that during the 15-day period immediately before or after the Outside Director’s transaction in a Security for a Personal Account, a Client bought or sold the Security, or the Client or AllianceBernstein considered buying or selling the Security, the following reporting would be required.

Quarterly Transaction Report.

In the event that a quarterly transaction report is required pursuant to the scenario in the preceding paragraph, subject to the exceptions in part (c) of this Section 7 below, each outside director must within thirty (30) days following the end of each calendar quarter, provide to the Chief Compliance Officer, a signed and dated report disclosing

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all Securities transactions in any Personal Account.  For each such Security, the report must contain the following information:

a.The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Security involved;

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

c.The price of the Security at which the transaction was effected; and

d.The name of the broker or other financial institution through which the transaction was effected.

(c)   Reporting Exceptions

i.Duplicate Broker Confirmations and Account Statements

An Affiliated Director or Outside Director is not required to submit any report for any Securities transaction in a Personal Account provided that the transaction and required information are otherwise reported on duplicate copies of broker trade confirmations and account statements provided to the Chief Compliance Officer.

ii.Accounts with No Influence or Control

An Affiliated Director or Outside Director is not required to submit any report for any Securities transaction in a Personal Account provided that the Affiliated Director or Outside Director has no direct or indirect influence or control over the account.  In addition, an Affiliated Director and Outside Director may include a statement that the report is not to be construed as an admission by the person making the report that he or she has any direct or indirect Beneficial Ownership in the Security to which the report relates.

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ALLIANCEBERNSTEIN L.P.

CODE OF BUSINESS CONDUCT AND ETHICS

CERTIFICATION

I hereby acknowledge receipt of the Code of Business Conduct and Ethics (the “Code”) of AllianceBernstein L.P., its subsidiaries and joint ventures, which includes the AllianceBernstein Personal Trading Policies and Procedures attached as Appendix A to the Code.  I certify that I have read and understand the Code and recognize that I am subject to its provisions.

I have reviewed my own situation and conduct in light of the Code.  I confirm that I am in compliance with the Code, including the requirements regarding the manner in which I maintain and report my Securities holdings and transactions in my Personal Accounts (as such terms are defined in Appendix A of the Code) and conduct my personal securities trading activities, as well as the requirements associated with the firm’s Policy and Procedures for Giving and Receiving Gifts and Entertainment.

I understand that any violation(s) of the Code is grounds for immediate disciplinary action up to, and including, termination of employment.

Signature

Print Name

Date

Please return this form to the Chief Compliance Officer at:
1345 Avenue of the Americas – 17^th Floor
New York, N.Y. 10105

[Please note that for the ANNUAL Certification, this signoff is performed

electronically via the StarCompliance Code of Ethics application.]

EX-99.B(P)(12)

Exhibit 99.B(p)(12)

FULLER & THALER ASSET MANAGEMENT, INC.

CODE OF ETHICS

Revised September 2007

To ensure the highest standards of integrity are maintained at all times, and to avoid possible conflicts of interest in carrying out our responsibilities to the clients of Fuller & Thaler or the public, and to avoid violating applicable securities laws, no employee 1 may use his or her position, or the knowledge gained from his or her position, in any manner that involves a significant conflict between his or her personal interests and those of Fuller & Thaler or those of any Fuller & Thaler client.

Fuller & Thaler is a fiduciary for the accounts it manages.  Because of this fiduciary relationship, Fuller & Thaler wants to avoid even the appearance that its employees may have received any improper benefit from information about account holdings or trading.

How to Use This Code of Ethics

Each employee must read all sections of this Code of Ethics (“Code”).  Note what procedures and reporting are required of you.  Please ask the Chief Compliance Officer about any aspect of this Code or how it applies to you that may be unclear.

Any reference to Chief Compliance Officer means “Chief Compliance Officer or delegate or, in his or her absence, the Chief Operating Officer or his or her delegate or, in his or her absence, the President.”

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.  Definitions are listed at the end of the Personal Securities Transactions Policy section.  You are expected to return a written acknowledgment to indicate your receipt of this Code and of any amendments to it.  Fuller & Thaler will provide each employee with a copy of this Code, any amendments to the Code, and Code acknowledgement forms.

EXPECTATION OF COMPLIANCE WITH CODE OF ETHICS

Fuller & Thaler expects employees to comply with the spirit of the Code, as well as the specific rules contained in the Code. Fuller & Thaler treats violations of this Code (including violations of the spirit of the Code) seriously.  The U.S. Securities and Exchange Commission will also take violations of this Code seriously.

Improper personal securities trading activity can constitute a violation of this Code.  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 client accounts are not harmed by your conduct.

You are expected to follow compliance procedures as noted in this Code and to seek solutions to compliance issues that may arise from time to time.  The Chief Compliance Officer’s

(1) For the purposes of this Code of Ethics (with the exception of the Personal Securities Trading Policy), the term employee shall mean “supervised person,” defined in the Advisers Act as “any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an investment adviser, or other person who provides investment advice on behalf of the investment adviser and is subject to the supervision and control of the investment adviser.”

unavailability to assist you in a compliance matter does not justify actions that may result in non-compliance with the Code.

NON-COMPLIANCE WITH CODE OF ETHICS

The consequences of non-compliance with any provision of the Code will be commensurate with the violation(s) and may include any one or more of the following:

·Immediate disgorgement of any profits resulting from a personal securities transaction that was not pre-authorized with the proceeds being donated to charity

·A letter of warning to the employee with a copy in their personnel file

·Temporary or permanent restriction or suspension of personal trading privileges

·Impact on the employee’s compensation, or

·Demotion, suspension or termination of employment.

EMPLOYEE CONDUCT

Fuller & Thaler strives to maintain the highest standards of ethical conduct in all its relationships and expects its employees to uphold these standards.  Employees must exercise good moral judgment at all times and no employee shall do anything illegal in the performance of his or her job. Employees should avoid putting themselves in positions in which someone could question the propriety of their actions from a legal, moral and/or conflict of interest standpoint.

Fuller & Thaler requires employees to comply with Federal Securities Laws. The requirements of these laws are incorporated into this Code and the Compliance Manual.  All employees must report any violations of the Code promptly to the Chief Compliance Officer.

No employee of Fuller & Thaler shall be permitted to:

·Employ any device, scheme or artifice to defraud any client

·Make to any client any untrue statement of a material fact or to omit material facts in order to mislead a client

·Engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon any client, or

·Engage in any manipulative practice with respect to any client.

CONFLICTS OF INTEREST

A conflict of interest involves compromising or giving the appearance of compromising an employee’s business ethics. Fuller & Thaler perceives any undisclosed employee business activity that is inconsistent with Fuller & Thaler’s best business interest to be a conflict of interest.

An employee must disclose any potential conflicts of interest to the Chief Compliance Officer as soon as the employee is aware of the potential conflict.  If the Chief Compliance Officer determines that an actual or potential conflict exists, Fuller & Thaler may take whatever action appears appropriate according to the circumstances, up to and including termination in circumstances, for instance, when an employee is believed to have deliberately concealed a conflict of interest.

While we cannot list all possible conflicts, following are some areas in which employees may face conflicts and some required procedures intended to deal with potential conflicts.  Some of the procedures are required by law.

Financial Disclosure

At the time of employment, each employee must make full disclosure of all known investments and financial interests in corporations or other business entities that have any actual or potential business relationship with Fuller & Thaler (including any subcontractors or suppliers), or that are in competition with Fuller & Thaler.  Similarly, relationships with consulting firms that render services to Fuller & Thaler should also be disclosed.  This disclosure should also include investments, financial interests, and business relationships maintained by any immediate family member of the employee.

Use of Fuller & Thaler Business Relationships

It is not permissible for any employee to take advantage of a business relationship established through Fuller & Thaler to elicit special consideration, extraordinary services, below-market pricing, etc. for a personal activity.  In the event an employee employs for their personal use subcontractors or suppliers that Fuller & Thaler uses, the employee should make full disclosure to their manager.  No employee should seek discounts or other financial benefits from any person doing business with Fuller & Thaler by reason of such business; that is, employees should not use firm affiliation to obtain concessions not otherwise available in exchange for any actual or implied commitment from Fuller & Thaler to do business with the concession grantor.

Gifts and Entertainment

Receipt of Gifts. Employees shall not accept anything of value, including money, discounts, tips, tickets, referral fees, finder’s fees, or any other financial reward or favored personal treatment (collectively, “Gifts”) of substantial value from a person doing business, or seeking to do business, with Fuller & Thaler, including vendors to, or clients of, the firm.  Generally, those Gifts with a value of over $100, individually or in the aggregate, from any single person or entity during the calendar year will be viewed as being of substantial value.

In the event a Gift of substantial value is received from a person doing business, or seeking to do business, with Fuller & Thaler under circumstances where it is not feasible to return the item, the employee should turn the Gift over to his or her manager for disposition or use as corporate property and report the Gift to the Chief Compliance Officer.

Giving of Gifts.  Fuller & Thaler discourages employees from giving Gifts, especially those of substantial value, to any persons who make decisions on behalf of clients, including consultants.  At a minimum, any such Gifts may give rise to an appearance of improper conduct.  Before giving any Gift of substantial value to any client or prospective client or decision maker for a client or for a prospective client, an employee must obtain the Chief Compliance Officer’s approval.

Managers and the Chief Compliance Officer monitor employee gift giving through their review of employees’ expense reports.

Entertainment.  Employees may receive or provide entertainment from or to a person doing business, or seeking to do business, with Fuller & Thaler in excess of the $100 value limitation, provided that the entertainment is reasonable under the circumstances and not lavish.  Entertainment is any event, activity, or meal as to which the person paying for the event, activity, or meal accompanies and participates with the person invited to the event, activity, or meal.  If an employee is not certain whether particular types or offers of entertainment are reasonable under the circumstances, he or she should ask the Chief Compliance Officer.

In the event lavish entertainment is offered, the employee should decline to receive or participate in that entertainment and report the offer to his or her manager.

Unions. The giving of Gifts to unions or union officials, regardless of value, may have implications under regulations administered by the U.S. Department of Labor.  For these purposes, Gifts include, among other things, in-office meals provided during meetings with union officials and donations to charities or political campaigns on behalf of unions or union officials.  An independent individual appointed by a union to serve on the board of trustees of a Taft-Hartley plan is deemed a “union official.”

An employee must report to the Chief Compliance Officer any Gift to a union or union official (regardless of whether the union or union official is a client).  In certain instances, the Chief Compliance Officer may be required to submit the details of any such Gifts to the Department of Labor.

Gift and Entertainment Log.  The Chief Compliance Officer will maintain a log of any Gifts or lavish entertainment reported by employees.

Exclusion.  This gift and entertainment policy does not preclude an employee from having a social relationship with a person doing business, or seeking to do business, with Fuller & Thaler that may involve the giving and receiving of items of value and entertainment such as theater or sporting event tickets, small gifts, favors, and promotional items, provided: the relationship is purely social and involves no expressed or implied business commitment, public disclosure would not embarrass Fuller & Thaler, and acceptance of the items of value does not violate any applicable law.

Charitable Contributions

Fuller & Thaler and/or employees may make charitable contributions on behalf of clients or potential clients but not with the intent of influencing any client’s or potential client’s decision making. Charitable contributions on behalf of a client or potential client are limited to $250 per year per client or potential client.

Employees must promptly report to the Chief Compliance Officer any charitable contributions made that may potentially pose a conflict of interest.

Political Contributions

Fuller & Thaler, as a firm, does not make political contributions.  Employees may make political contributions on behalf of clients or potential clients but not with the intent of influencing any client or potential client decision making.  Political contributions to clients or potential clients are limited to $1,000 per year per client or potential client.

Employees are encouraged to consult with the Chief Compliance Officer before making any political contributions.

Employees must promptly report to the Chief Compliance Officer any political contributions made that may potentially pose a conflict of interest.

Outside Activities

Employees are encouraged to participate in civic or trade associations provided such participation does not pose a conflict of interest with the employee’s position at Fuller & Thaler and does not interfere with the performance of the employee’s duties at Fuller & Thaler.

Employees must obtain the Chief Compliance Officer’s written approval prior to participating in any outside activities in which the employee may play a significant role, such as serving on a board of directors, and that may potentially pose a conflict of interest.

Involvement in Litigation

Employees must advise the Chief Compliance Officer immediately if they become involved in any litigation or any administrative investigation or proceeding.  Employees must also report to the Chief Compliance Officer if they receive any subpoena, are arrested, become subject to any order, or are contacted by any regulatory authority.

INSIDER TRADING POLICY AND PROCEDURES

Fuller & Thaler has established the following policies and procedures designed to detect and prevent insider trading. Fuller & Thaler’s policy applies to every employee and extends to activities within and outside one’s duties at Fuller & Thaler.

Fuller & Thaler forbids any employee from trading (either personally or on behalf of others including accounts managed by Fuller & Thaler) on material nonpublic information or communicating material nonpublic information to others in violation of the law.  This conduct is frequently referred to as “insider trading.”  The term “insider trading” is not defined in the federal securities laws, but generally is used to refer to the use of material nonpublic information to trade in securities (whether or not one is an “insider”) or to communications of material nonpublic information to others.

While the law concerning insider trading is not static, it is generally understood that the law prohibits:

1.     Trading by an insider while in possession of material nonpublic information,

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

3.     Communicating material nonpublic information to others.

The elements of insider trading and the penalties for such unlawful conduct are discussed below.

Who is an Insider?

The concept of “insider” is broad and includes employees of Fuller & Thaler.  A person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes.  A temporary insider can include, among others, a company’s attorneys, accountants, consultants, and bank lending officers.  According to the United States Supreme Court, a company must expect a temporary insider to keep disclosed nonpublic information confidential and the relationship must at least imply such a duty before the outsider will be considered an insider.

What is Material Information?

Trading on inside information is not a basis for liability unless the information is material.  “Material information” generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s securities.  Material Information may be communicated verbally or in writing. Information that employees should consider material includes, but is not limited to:

·Dividend changes

·Earnings estimates

·Changes in previously released earnings estimates

·Significant merger or acquisition proposals or agreements

·Major litigation

·Liquidation problems, and

·Extraordinary management developments.

Material information does not have to relate to a company’s business.  For example, the United States Supreme Court has held that certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security constituted material information.  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 Nonpublic Information?

Information is nonpublic until it has been effectively communicated to the marketplace.  One must be able to point to some fact to show that the information is generally available to the public. For example, information found in a report filed with the SEC, or appearing in Dow Jones, Bloomberg, Reuters Economic Services, The Wall Street Journal or other publications of general circulation would be considered public.

Penalties for Insider Trading

Penalties for trading on or communicating material nonpublic 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 does not personally benefit from the violation.  Penalties include:

·Civil injunctions

·Treble damages

·Disgorgement of profits

·Jail sentences

·Fines 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, and

·Fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided

In addition, any violation of this policy statement can be expected to result in serious sanctions by Fuller & Thaler, including dismissal of the person(s) involved.

Procedures to Implement Insider Trading Policy

The following procedures have been established to aid the employees of Fuller & Thaler in avoiding insider trading, and to aid Fuller & Thaler in preventing, detecting and imposing sanctions against insider trading.  If you have any questions about these procedures you should consult the Chief Compliance Officer.

Identifying Inside Information

Before trading for yourself or others, including investment companies or private accounts managed by Fuller & Thaler, in the securities of a company about which you may have potential inside information, ask yourself the following questions:

1.Is the information material?  Is this information that an investor would consider important in making an investment decision?  Is this information that would substantially impact the price of a security if generally disclosed?

2.Is the information nonpublic? To whom has this information been provided?  Has the information been effectively communicated to the public by being published in Bloomberg, Reuters, The Wall Street Journal or other publications or data services of general circulation?

If, after consideration of the above, you believe or are uncertain whether the information is material and nonpublic, you should take the following steps:

1.Do not purchase or sell the securities under consideration on behalf of yourself or others including accounts managed by Fuller & Thaler,

2.Do not communicate the information to others, and

3.Report the matter immediately to the Chief Compliance Officer.

After the Chief Compliance Officer has reviewed the situation, he or she will either instruct you to continue the prohibitions against trading and communication; or, allow you to proceed with the trade and communication of the information.

Restricting Access to Material Nonpublic Information

Material and nonpublic information in your possession that has been identified by you and the Chief Compliance Officer according to the identification process described above may not be communicated to anyone, including persons within Fuller & Thaler.  Care should be taken so that such information is secure.  Written material non-public information should be handed over to the Chief Compliance Officer and all other copies destroyed.  The Chief Compliance Officer will record any verbally obtained material non-public information and include it in a file within a locked cabinet with all other such written information.

PERSONAL SECURITIES TRANSACTIONS POLICY(1)

Fuller & Thaler allows its employees and members of each employee’s Family/Household to maintain personal securities accounts in which they hold a Beneficial Interest provided trading in any such accounts is conducted in accordance with the following policies and procedures.  These policies only apply to personal securities transactions of Reportable Securities.

Employees are responsible for understanding all aspects of this policy and all definitions of boldfaced terms, as listed at the end of this Personal Securities Transactions Policy section.  Ask the Chief Compliance Officer for any clarification on any aspect of this policy.

Prohibited Personal Securities Transactions

No employee of Fuller & Thaler shall be permitted to:

·Purchase a Reportable Security within three (3) trading days before a client account purchases the same security

·Sell a Reportable Security within three (3) trading days before a client account sells the same security

(1) For the purposes of the Personal Securities Trading Policy only, the term employee shall mean “access person,” defined in the Advisers Act as any supervised person who (A) “has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund,” or (B) “is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic.”  Please refer to footnote 1 for a definition of supervised person.

·Purchase a Reportable Security within three (3) trading days after a client account sells that security

·Sell a Reportable Security within three (3) trading days after a client account purchases that security

·Purchase a Reportable Security in an IPO

·Participate in an investment club

·Engage in a Private Placement (a.k.a. “limited offering”) without prior written approval of the Chief Compliance Officer

·Trade excessively (trading which is judged to interfere with one’s job responsibilities).

·Place an order which is good for more than one day (a “good-till-canceled order”), or

·Buy or sell a security of mutual fund company to which Fuller & Thaler provides investment management services EXCEPT for trades in Reportable Funds to the extent permissible by this Policy. (See Reportable Funds paragraph, below, for more detail.)

While trades in the opposite direction from Fuller & Thaler client accounts are not strictly prohibited, they will undergo closer scrutiny during the pre-clearance process.  Trading in the opposite direction means to (1) purchase a security that has been (a) recently sold or (b) is in the process of being sold in any client portfolio or (2) sell a security that has been (a) recently purchased or (b) approved for purchase and is being actively traded in client portfolios.  The Chief Compliance Officer may deny any pre-clearance request that he or she deems a potential or actual conflict of interest.

Personal Securities Transactions Pre-Approval Process

Prior to entering any order for a personal securities transaction in a Reportable Security, employees must submit to the Chief Compliance Officer a written request regarding the proposed transaction using the Personal Securities Transaction Authorization Form located on the firm’s common, or “X:” Drive.  Forms are sent to the Chief Compliance Officer for review when they are completed.  Any Reportable Securities transactions requested by the Chief Compliance Officer must be approved by the Chief Operating Officer.

The Chief Compliance Officer generally determines whether to approve personal securities transactions based on the criteria in Prohibited Personal Securities Transactions section, above. However, he or she may deny any pre-clearance request for any reason, including if he or she determines the transaction might create an appearance of impropriety.  Approvals and denials of proposed personal securities transactions are documented in writing and maintained in a confidential file.

Fuller & Thaler may, in the Chief Compliance Officer’s discretion, terminate any approval of a proposed transaction based on, for example, a decision to effect transactions for clients in the relevant or a related Reportable Security.  Similarly, the firm may, in the Chief Compliance Officer’s discretion, require an employee to cancel pending orders or freeze or reverse transactions based on developments or information that lead the Chief Compliance Officer to believe the transaction may involve a violation of law or of Fuller & Thaler’s policies.

Reporting

All employees of Fuller & Thaler must submit reports of transactions and holdings of Reportable Securities according to the following guidelines.  The Chief Compliance Officer will review all employees’ holdings and transactions reports to determine if employees are in compliance with this Code.

Initial Holdings Reporting No later than 10 days after you become an employee, you must file with the Chief Compliance Officer an Initial Holdings Form.  This form requires you to list all Reportable Securities in which you or members of your Family/Household have Beneficial Interest. It also requires you to list all brokers, dealers and banks where you maintain an account in which any securities (not just Reportable Securities) are held for the direct or indirect benefit of you or a member of your Family/Household. The information must be as of a date no earlier than 45 days prior to the date you became an employee.  Furthermore, this form requires you to confirm that you have read and understand this Code.

Quarterly Transaction Reporting No later than 25 days after the end of March, June, September and December each year, every employee must provide to the Chief Compliance Officer a Personal Securities Quarterly Transactions Form.  This form requires you to report all transactions made during the quarter of Reportable Securities in which you or a member of your Family/Household had Beneficial Interest.

The Personal Securities Quarterly Transaction Form also requires you to list all new accounts established, since last quarterly reporting, at brokers, dealers and banks by you or a member of your Family/Household in which any securities (not just Reportable Securities) were or are held for the direct or indirect benefit of you or a member of your Family/Household.

Annual Holdings Reporting No later than 25 days after the end of each year, you must file with the Chief Compliance Officer an Annual Holdings Form.  This form requires you to list all Reportable Securities in which you or a member of your Family/Household had Beneficial Interest as of December 31 of the year just ended.  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 Reportable Securities) were held for the direct or indirect benefit of you or a member of your Family/Household as of December 31 of the year just ended.

Brokerage Statements

In lieu of providing transaction and holdings detail on the reports noted above, employees may provide copies of brokerage or account statements and/or trade confirmations for accounts in which Reportable Securities are maintained.  Statements should be provided together with, and according to the deadlines for, the forms noted above.

Reportable Funds

Fuller & Thaler provides investment management advice to clients that are investment companies registered under the Investment Company Act of 1940 (a.k.a. mutual funds).  For the purposes of this Code, these types of fund clients are called “Reportable Funds”. Fuller & Thaler employees and members of their Family/Household are permitted to trade Reportable Funds in accounts for which they hold Beneficial Interest, provided such trading meets the requirements of this policy.

Fuller & Thaler exerts control over Reportable Funds given the firm’s role as investment advisor. Additionally, the firm possesses insider knowledge of these funds’ investments, management, and investment strategies.  Due to these circumstances, special care must be taken by the firm when allowing employees to trade Reportable Funds in order to prevent employees from taking improper advantage of control authority over, or insider knowledge of, these funds.

As such, all aspects of Fuller & Thaler’s Personal Securities Transactions Policy apply to Reportable Funds investments in any account for which an employee or member of their Family/Household hold Beneficial Interest. One exception to this policy is that employees are not required to pre-clear or report regular, scheduled (such as monthly or bi-monthly) transactions of Reportable Funds. These types of transactions may occur in an employee’s 401(k) account.

However, any active trades of Reportable Funds must be pre-cleared and reported. Active trades include non-regularly scheduled trades of Reportable Funds and rebalancing of Reportable Fund holdings in an employees’ 401(k) account.  For example, if an employee wishes to move their 401(k) holdings in or out of a Reportable Fund, this type of trade must be pre-cleared and reported consistent with the Personal Securities Transactions Pre-Approval and Reporting requirements of this Code.

Personal Trading Policy for Exchange Traded Funds “ETFs”

The SEC requires access persons of registered investment advisers to submit reports of transactions and holdings of unit investment trusts.  Many Exchange-Traded Funds (“ETFs”) are organized as unit investment trusts including SPDRs, MidCap SPDRs, Nasdaq-100 Shares, and DIAMONDS.  Therefore, employees of Fuller & Thaler must report personal transactions and holdings of ETFs according to the guidelines outlined in Reporting, above.  Because most ETFs have similar characteristics as mutual funds, however, such as high trading volumes and portfolios consisting of large numbers of generally liquid holdings, pre-clearing personal ETF trades is not required.

Mixed Accounts

A “Mixed Account” is a limited partnership or other pooled investment vehicle advised by Fuller & Thaler (and of which F&T may be the managing member or general partner) in which employees of Fuller & Thaler and/or members of their Family/Household own or hold Beneficial Interests. Because securities traded for these accounts may also be suitable for non-employee client accounts, F&T must take special care to prevent transactions on behalf of Mixed Accounts from unfairly advantaging employees over clients. However, because (among other factors) Mixed Accounts’ activities are subject to supervision in the ordinary course of F&T’s business and/or because persons not affiliated with F&T may also hold interests in them, Mixed Accounts generally will not be subject to the regular pre-clearance process and other personal securities trading restrictions.  The Chief Compliance Officer, in consultation with senior management, may determine otherwise in certain circumstances.  Employees’ (and members of their Family/Households’) Beneficial Interests in Mixed Accounts are covered by regulatory reporting requirements set forth above.  Exceptions to Personal Securities Transactions Prohibitions

The prohibitions of this Code do not apply to the following transactions:

1.Purchases or sales that are non-volitional on the part of the employee (or Family/Household member), including purchases or sales upon the exercise of puts or calls written by the employee (or Family/Household member) and sales from a margin account pursuant to a bona fide margin call

2.Purchases made solely under, and with the dividend proceeds received in, a dividend reinvestment plan

3.Purchases made 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 rights were so acquired.

Other Persons to Whom Personal Securities Transactions Policy Applies

Any person contracted or otherwise employed, even temporarily, by Fuller & Thaler who, in connection with his or her regular functions or duties, makes, recommends, participates in or obtains information regarding purchases or sales of securities for any client account must abide by these policies and procedures.

Definitions

The special meanings of the following terms as used in this policy are explained below.  Some of these terms are sometimes used in other contexts, not related to Codes of Ethics, where they have different meanings.  For example, Beneficial Interest has a different meaning in this Code of Ethics than it does in other SEC rules.  If you have any doubt or question about whether an investment, account or person is covered by any of these definitions, ask the Chief Compliance Officer.

Federal Securities Laws means the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

Private Placement means any stock, bond, or derivative instrument which is exempt from the registration requirements of the SEC.

Beneficial Interest means any opportunity, directly or indirectly, to profit or share in the profit from any transaction in securities.  It also includes transactions over which a person exercises investment discretion (other than for a client of Fuller & Thaler), even if the person does not share in the profits of the transaction. Beneficial Interest is a very broad concept.  Some examples of forms of Beneficial Interest 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,

·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, and

·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 Interest for purposes of this policy. You should ask the Chief Compliance 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 Interest in any particular situation.

Reportable Security/Reportable Securities means anything that is considered a “security” under the Investment Company Act of 1940, such as any

·Stock, note, treasury stock, future, bond, or debenture

·Fixed income security (except as below)

·Options on securities, on indexes and on currencies

·Any put, call, straddle, or privilege on any security or group or index of securities, or entered into on a national securities exchange relating to foreign currency

·Investments in foreign unit trusts and foreign mutual funds, and

·Investments in private investment funds and investment clubs

·Investments in all kinds of limited partnerships and hedge funds

·Shares of Exchange Traded Funds (“ETFs”), to the extent described above in Personal Trading Policy for exchange Traded Funds “ETFs”

·Reportable Funds, as defined by this Code, are considered Reportable Securities and are subject to certain of the personal securities transactions policies, described above in the Reportable Funds section of this Policy;

For the purposes of this Code, the following are excluded from the definition of Reportable Security:

·Direct obligations of the U.S. Government

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

·Shares of open-end investment companies that are registered under the Investment Company Act (a.k.a. mutual funds), however, certain personal securities transaction restrictions apply to any such company to which Fuller & Thaler provides investment advice as described above in the Reportable Funds section of this Policy

A “security is being purchased” by an account applies to any situation in which a Reportable Security (1) has within the most recent three days has been purchased by a client’s account, or (2) is being or has been considered for purchase for a client’s account.

Family/Household Members of your Family/Household include:

·Your spouse or domestic partner (unless they do not live in the same household as you and you do not contribute in any way to their 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.

There are a number of reasons why this Code covers securities transactions in which members of your Family/Household have Beneficial Interest. First, the SEC regards any benefit to a person that you help support financially as indirectly benefiting you, because it could reduce the amount that you might otherwise contribute to that person’s support.  Second, members of your household could learn of information regarding Fuller & Thaler’s trading or recommendations for client accounts, and may not benefit from that information.

RECORDKEEPING

Fuller & Thaler will keep copies of this Code, and any amendments thereto, records of violations and actions taken as a result thereof, and copies of supervised persons’ acknowledgement of

receipt of and compliance with this Code, in an easily accessible location for five years, the first two years of which in the firm’s offices.  Codes of Ethics will be retained for five years after the date on which they were last in effect.  Employee Code acknowledgements will be retained for five years after the person ceases to be an employee. A list of employees and other persons to whom this Code applies within the past five years will be retained by the Chief Compliance Officer.

OTHER COMPLIANCE PROCEDURES

In addition to being responsible for implementing this Code and the procedures described elsewhere in this Code, the Chief Compliance Officer is responsible for:

·reporting any occurrence that he or she determines is a violation of this Code to management; management, in consultation with the Chief Compliance Officer, will determine an appropriate sanction for the violation;

·making himself or herself available to assist employees with questions regarding this Code; and

·reviewing this Code on a regular basis and updating it as necessary.

·In addition, at least quarterly, the Chief Compliance Officer will compare Personal Securities Transaction Authorization Forms with Personal Securities Quarterly Transaction Forms.

Acknowledgement Form

FULLER & THALER ASSET MANAGEMENT, INC.

SEPTEMBER 2007 CODE OF ETHICS

I acknowledge that I have read and understand Fuller & Thaler’s Code of Ethics.  I certify that I have, to date, complied with and will continue to comply with the Code of Ethics, including the Gifts, Charitable Contributions, Political Contributions, Outside Activity, and Personal Securities Transactions Policies and Procedures.

I understand that any violations of the Code of Ethics may lead to sanctions including my dismissal.

Name (please print):

Signature: 

Title: 

Date: 

EX-99.B(P)(15)

Exhibit 99.B(p)(15)

June 30, 2007

CODE OF ETHICS

PanAgora Asset Management, Inc.

CODE OF ETHICS

It is the personal responsibility of every PanAgora employee to avoid any conduct that could create a conflict, or even the appearance of a conflict, with our fund shareholders and other clients, or to do anything that could damage or erode the trust our fund shareholders and other clients place in PanAgora and its employees.

TABLE OF CONTENTS

OVERVIEW	4
PREAMBLE	8
DEFINITIONS: CODE OF ETHICS	10
SECTION I: PERSONAL SECURITIES RULES FOR ALL EMPLOYEES	14
A. PRE-CLEARANCE AND THE RESTRICTED LIST	14
Rule 1 – Pre-clearance Requirements and the Personal Trading Assistant (PTA) System	14
Rule 2: Personal Trading Assistant (PTA) System and Restricted List	14
Rule 3: Marsh & McLennan (MMC), Great West Life and affiliates Securities	18
B. PROHIBITED TRANSACTIONS	19
Rule 1: Short-Selling Prohibition	19
Rule 2: Initial Public Offerings Prohibition	20
Rule 3: Private Placement Pre-Approval Requirements	21
Rule 4: Trading with Material Non-Public Information	22
Rule 5: No Personal Trading with Client Portfolios	22
Rule 6: Holding Putnam Mutual Fund Shares	22
Rule 7: Putnam Mutual Fund Employee Restrictions	24
Rule 8: Special: Good Until Canceled Orders	26
Rule 9: Excessive Trading	26
C. DISCOURAGED TRANSACTIONS	27
Rule 1: Naked Options	27
D. EXEMPTED TRANSACTIONS	27
Rule 1: Involuntary Transactions	27
Rule 2: Special Exemptions	28
SECTION II: ADDITIONAL SPECIAL RULES FOR PERSONAL SECURITIES TRANSACTIONS OF ACCESS PERSONS AND CERTAIN INVESTMENT PROFESSIONALS	29
Rule 1: 90-Day Short Term Rule	29
Rule 2: 7-Day Rule	30
Rule 3: Blackout Rule	31
Rule 4: Contra Trading Rule	32
Rule 5: No Personal Benefit	33
SECTION III: GENERAL RULES FOR ALL EMPLOYEES	34
Rule 1: Compliance with All Laws, Regulations and Policies	34
Rule 2: Conflicts of Interest	34
Rule 3: Gifts and Entertainment Policy	34
Rule 4: Anti-bribery/Kickback Policy	37
Rule 5: Political Activities, Contributions/Solicitations and Lobbying Policy	38
Rule 6: Confidentiality of PanAgora Business Information	39
Rule 7: Roles At Other Entities	39
Rule 8: Role as Trustee or Fiduciary Outside of PanAgora	40
Rule 9: Investment Clubs	41

2

Rule 10: Business Negotiations For PanAgora	41
Rule 11: Accurate Records	41
Rule 12: Family Members’ Conflict Policy	42
Rule 13: Affiliated Entities	43
Rule 14: Computer and Network Use Policies	44
Rule 15: CFA Institute Code of Ethics	44
Rule 16: Privacy Policy	45
Rule 17: Anti-money Laundering Policy	46
Rule 18: Record Retention	46
SECTION IV: REPORTING REQUIREMENTS FOR ALL EMPLOYEES	47
Rule 1: Broker Confirmations and Statements	47
Rule 2: Access Persons – Quarterly Transaction Report	48
Rule 3: Access Persons – Initial/Annual Holdings Report	49
Rule 4: Certifications	49
Rule 5: Outside Business Affiliation	49
Rule 6: Reporting of Irregular Activity	49
Rule 7: Ombudsman	49
SECTION V: EDUCATION REQUIREMENTS	50
Rule 1: Distribution of Code	50
Rule 2: Annual Training Requirement	50
SECTION VII: COMPLIANCE AND APPEAL PROCEDURES	51
A. RESTRICTED LIST	51
B. CONSULTATION OF RESTRICTED LIST	51
C. REQUEST FOR DETERMINATION	51
D. REQUEST FOR AD HOC EXEMPTION	51
E. APPEAL TO CODE OF ETHICS OFFICER WITH RESPECT TO RESTRICTED LIST	52
F. INFORMATION CONCERNING IDENTITY OF COMPLIANCE PERSONNEL	52
SECTION VII: SANCTIONS	53
APPENDIX A: POLICY STATEMENT CONCERNING INSIDER TRADING PROHIBITIONS	55
PREAMBLE	55
DEFINITIONS: INSIDER TRADING	56
SECTION I: RULES CONCERNING INSIDE INFORMATION	58
Rule 1: Inside Information	58
Rule 2: Material, Non-Public Information	58
Rule 3: Reporting of Material, Non-Public Information	59
SECTION II: OVERVIEW OF INSIDER TRADING	61
APPENDIX B: POLICY STATEMENT REGARDING EMPLOYEE TRADES IN SHARES OF PANAGORA OR PUTNAM CLOSED-END FUNDS	66
APPENDIX C: CONTRA-TRADING RULE CLEARANCE FORM	67
APPENDIX D: CFA INSTITUTE CODE OF ETHICS AND STANDARDS OF PROFESSIONAL CONDUCT	68
APPENDIX E: REPORT OF ENTERTAINMENT FORM	74

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OVERVIEW

This overview is provided only as a convenience and is not intended to substitute for a careful reading of the complete document.  As a condition of continued employment, every PanAgora employee is required to read, understand, and comply with the provisions of the entire Code of Ethics. Additionally, employees are expected to comply with the policies and procedures contained within PanAgora’s Compliance Program, which can be accessed online through PAMZone or in hard copy through the Code of Ethics Officer.

It is the personal responsibility of every PanAgora employee to avoid any conduct that could create a conflict, or even the appearance of a conflict, with our fund shareholders or other clients, or do anything that could damage or erode the trust our clients place in PanAgora and its employees. This is the spirit of the Code of Ethics. In accepting employment at PanAgora, every employee accepts the absolute obligation to comply with the letter and the spirit of the Code of Ethics. Failure to comply with the spirit of the Code of Ethics is just as much a violation of the Code as failure to comply with the written rules of the Code.

The rules of the Code cover activities, including personal securities transactions, of PanAgora employees, certain family members of employees, and entities (such as corporations, trusts, or partnerships) that employees may be deemed to control or influence.

Sanctions will be imposed for violations of the Code of Ethics. Sanctions may include monetary fines, bans on personal trading, reductions in salary increases or bonuses, disgorgement of trading profits, suspension of employment, and termination of

employment.  The proceeds resulting from monetary sanctions will be given to a charity chosen by the Code of Ethics Officer.

Insider trading

PanAgora employees are forbidden to buy or sell any security while either PanAgora or the employee is in possession of material, non-public information (inside information) concerning the security or the issuer. A violation of PanAgora’s insider trading policies may result in criminal and civil penalties, including imprisonment, disgorgement of profits, and substantial fines. An employee aware of or in possession of inside information must report it immediately to the Code of Ethics Officer or the Deputy Code of Ethics Officer. See Appendix A: Overview of Insider Trading.

Conflicts of interest

The Code of Ethics imposes limits on activities of PanAgora employees where the activity may conflict with the interests of PanAgora or its clients. These include limits on the receipt and solicitation of gifts and on service as a fiduciary for a person or entity outside of PanAgora.

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For example, PanAgora employees generally may not accept gifts over $100 in total value in a calendar year from any entity or any supplier of goods or services to PanAgora. In addition, a PanAgora employee may not serve as a director of any corporation or other entity without prior written approval of the Code of Ethics Officer, and PanAgora employees may not be members of investment clubs.

Confidentiality

Information about PanAgora clients and PanAgora investment activity and research is proprietary and confidential and may not be disclosed or used by any PanAgora employee outside PanAgora without a valid business purpose.

PanAgora/Putnam mutual funds

All employees and certain family members are subject to a minimum 90-day holding period for shares in PanAgora and Putnam’s open-end mutual funds. This restriction does not apply to PanAgora or Putnam’s money market funds or Putnam’s Stable Value Fund. Except in limited circumstances, all employees must hold any PanAgora or Putnam open-end fund shares in accounts at PanAgora or Putnam Preferred Access.

Personal securities trading

PanAgora employees may not buy or sell any security for their own account without clearing the proposed transaction in advance. Clearance is facilitated through the Personal Trading Assistant (PTA), the online pre-clearance system for equity securities, and directly with the Code of Ethics Administrator for fixed-income securities and transactions in PanAgora or Putnam closed-end funds. Certain securities are exempted from this pre-clearance requirement (e.g., shares of open-end (not closed-end) mutual funds).

PanAgora employees may not buy any securities in an initial public offering or in a private placement, except in limited circumstances when prior written authorization is obtained.

Clearance must be obtained in advance, between 9:00 a.m. and 4:00 p.m. Eastern Standard Time (EST) on the day of the trade.  A clearance is valid only for the day it is obtained. PanAgora employees are strongly discouraged from engaging in excessive trading for their personal accounts. Employees will be prohibited from making more than 10 trades in individual securities within a quarter. Trading in excess of this level will be reviewed with the Code of Ethics Oversight Committee.

Short selling

PanAgora employees are prohibited from short selling any security, whether or not it is held in a PanAgora client portfolio, except that short selling against broad market indexes and “against the box” are permitted. Note, however, that short selling “against the box”

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or otherwise hedging an investment in shares of Marsh & McLennan (MMC) or Great West Life and affiliates stock is prohibited.

Confirmations of trading and periodic account statements

All PanAgora employees must have their brokers send duplicate confirmations and statements of personal securities transactions, including transactions of those who share the same household as the employee or for accounts over which the employee has investment discretion, to the Code of Ethics Officer. Employees must contact the Code of Ethics Administrator to (a) obtain an authorization letter from PanAgora to hold the account (b) provide instructions to the broker in establishing the Rule 407 Letter from PanAgora for setting up a personal brokerage account and (c) enter broker account profile into PTA.

Quarterly and annual reporting

All employees of PanAgora are Access Persons.  Access persons must report all their securities transactions in each calendar quarter to the Code of Ethics Officer within 15 days after the end of the quarter. All Access Persons must disclose all personal securities holdings (even those to which pre-clearance may not apply) upon commencement of employment, quarterly and thereafter on an annual basis. If you fail to report as required, salary increases and bonuses may be reduced. Egregious conduct, e.g., willful failures to report, will be subject to harsher sanctions, which may include termination of employment.

IPOs and private placements

PanAgora employees may not buy any securities in an initial public offering or in a private placement, except in limited circumstances when prior written authorization is obtained.

Personal securities transactions by Access Persons and certain investment professionals

The Code imposes several special restrictions on personal securities transactions by Access Persons and certain investment professionals, which are summarized as follows. (Refer to Section II for details):

· 90-Day Short Term Holding Period. No Access Person shall purchase and then sell at a profit, or sell and then repurchase at a lower price, any security or related derivative security within 90 calendar days.

· 7-Day Rule. Before a portfolio manager or research analyst places an order to buy a security for any portfolio he manages/researches, he must sell from his personal account any such security or related derivative security purchased within the preceding seven calendar days and disgorge any profit from the sale.

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· Blackout Rules. No portfolio manager or research analyst may sell any security or related derivative security for her personal account until seven calendar days have passed since the most recent purchase of that security or related derivative security by any portfolio she manages/researches. No portfolio manager or research analyst may buy any security or related derivative security for his personal account until seven calendar days have passed since the most recent sale of that security or related derivative security by any portfolio he manages/researches.

· Contra-Trading Rule. No portfolio manager may sell out of her personal account any security or related derivative security that is held in any portfolio she manages unless she has received the written approval of an appropriate Director in your group and the Code of Ethics Officer.

· No portfolio manager may cause a PanAgora client to take action for the manager’s own personal benefit.

Similar rules limit personal securities transactions by analysts and directors. Please read these rules carefully as you are responsible for understanding the restrictions.

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PREAMBLE

It is the personal responsibility of every PanAgora employee to avoid any conduct that would create a conflict, or even the appearance of a conflict, with our fund shareholders or other clients, or do anything that could damage or erode the trust our clients place in PanAgora and its employees. This is the spirit of the Code of Ethics. In accepting employment at PanAgora, every employee also accepts the absolute obligation to comply with the letter and the spirit of the Code of Ethics. Failure to comply with the spirit of the Code of Ethics is just as much a violation of the Code as failure to comply with the written rules of the Code. Sanctions will be imposed for violations of the Code of Ethics, including the Code’s reporting requirements.

Sanctions will include bans on personal trading, reductions in salary increases or bonuses, disgorgement of trading profits, suspension of employment, and termination of employment.

PanAgora is required by law to adopt a Code of Ethics. The purposes of the law are to ensure that companies and their employees comply with all applicable laws and to prevent abuses in the investment advisory business that can arise when conflicts of interest exist between the employees of an investment advisor and its clients. By adopting and enforcing a Code of Ethics, we strengthen the trust and confidence reposed in us by demonstrating that, at PanAgora, client interests come before personal interests.

The Code that follows represents a balancing of important interests. On the one hand, as a registered investment advisor, PanAgora owes a duty of undivided loyalty to its clients, and must avoid even the appearance of a conflict that might be perceived as abusing the trust they have placed in PanAgora. On the other hand, PanAgora does not want to prevent conscientious professionals from investing for their own account where conflicts do not exist or are so attenuated as to be immaterial to investment decisions affecting PanAgora clients.

When conflicting interests cannot be reconciled, the Code makes clear that, first and foremost, PanAgora employees owe a fiduciary duty to PanAgora clients. In most cases, this means that the affected employee will be required to forego conflicting personal securities transactions. In some cases, personal investments will be permitted, but only in a manner, which, because of the circumstances and applicable controls, cannot reasonably be perceived as adversely affecting PanAgora client portfolios or taking unfair advantage of the relationship PanAgora employees have to PanAgora clients.

The Code contains specific rules prohibiting defined types of conflicts. Because every potential conflict cannot be anticipated in advance, the Code also contains certain general provisions prohibiting conflict situations. In view of these general provisions, it is critical that any individual who is in doubt about the applicability of the Code in a given situation seek a determination from the Code of Ethics Officer about the propriety of the conduct in advance. The procedures for obtaining such a determination are described in Section VI

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of the Code.

It is critical that the Code be strictly observed. Not only will adherence to the Code ensure that PanAgora renders the best possible service to its clients, it will ensure that no individual is liable for violations of law.

It should be emphasized that adherence to this policy is a fundamental condition of employment at PanAgora. Every employee is expected to adhere to the requirements of this Code of Ethics despite any inconvenience that may be involved. Any employee failing to do so may be subject to such disciplinary action, including financial penalties and termination of employment, as determined by the Code of Ethics Officer, the Code of Ethics Oversight Committee or the Chief Executive Officer of PanAgora.

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DEFINITIONS: Code of Ethics

The words below are defined specifically for the purpose of PanAgora’s Code of Ethics.

Gender references in the Code of Ethics alternate.

Rule of construction regarding time periods

Unless the context indicates otherwise, time periods used in the Code of Ethics shall be measured inclusively, i.e., beginning on the dates from which the measurement is made.

EXCEPTIONS

Unless the context indicates otherwise, there will be no exceptions to the rules.

Access Persons

All employees of PanAgora are considered Access Persons.

Closed-end Fund

A fund with a fixed number of shares outstanding and which does not redeem shares the way a typical mutual fund does.  Closed-end funds typically trade like stocks on exchange.

Code of Ethics Administrator

The individual designated by the Code of Ethics Officer to assume responsibility for day-to-day, nondiscretionary administration of this Code. The current Code of Ethics Administrator is Robin Kelly, who can be reached at extension x6373.

Code of Ethics Officer

The PanAgora officer who has been assigned the responsibility of enforcing and interpreting this Code. The Code of Ethics Officer shall be the Chief Compliance Officer or such other person as is designated by the Chief Executive Officer of PanAgora. If the Code of Ethics Officer is unavailable, the Deputy Code of Ethics Officer shall act in his or her stead. The Code of Ethics Officer is Louis X. Iglesias. The Deputy Code of Ethics Officer is Robin J. Kelly.

Code of Ethics Oversight Committee

Has oversight responsibility for administering the Code of Ethics. Members include the Code of Ethics Officer and other members of PanAgora’s senior management approved by the Chief Executive Officer of PanAgora.

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Considered Securities Limited Sale Rule

This rule permits a sale (but not a purchase) of a security up to 250 shares per day if the market capitalization of the security is $500 million to $5 billion.

Discretionary Account

An account for which the holder gives his/her broker or investment advisor (but not an immediate family member) complete authority to make management decisions to buy and sell securities (also called controlled account or managed account).

Exchange Traded Fund (ETF)

A fund that tracks an index, but can be traded like a stock, ETFs always bundle together the securities that are in an index. Examples include (but are not limited to): SPDRs, WEBs, QQQQs, iShares, HLDRs.

Immediate family

Spouse, domestic partner, minor children, or other relatives living in the same household as the PanAgora employee. All pre-clearance and reporting applies to “immediate family members”.

Narrow-based derivative

A future, swap, put or call option, or similar derivative instrument whose return is determined by reference to fewer than 25 underlying issuers. Single stock futures and exchange traded funds based on fewer than 25 issuers are included.

Personal Trading Assistant (PTA)

The Personal Trading Assistant (PTA) is an intuitive, browser-based application that provides an automated and streamlined mechanism for managing employee personal trading practices, e.g. pre-clearance, reporting and certifications in accordance with regulatory requirements and PanAgora’s Code of Ethics.

Policy statements

The Policy Statement Concerning Insider Trading Prohibitions attached to the Code as Appendix A and the Policy Statement Regarding Employee Trades in Shares of PanAgora or Putnam closed-end funds attached to the Code as Appendix B.

Private placement

Any offering of a security not offered to the public and not requiring registration with the relevant securities authorities.

Purchase or sale of a security

Any acquisition or transfer of any interest in the security for direct or indirect

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consideration; this includes the writing of an option.  This definition includes any transfer of a security by an employee as a gift to an individual or a charity.

PanAgora

Any or all of PanAgora, and its subsidiaries, any one of which shall be a PanAgora company.

PanAgora client

Any of the PanAgora mutual funds, or any advisory, trust, or other client of PanAgora.

PanAgora employee (or employee)

Any employee of PanAgora.

Restricted list

The list established in accordance with Rule 1 of Section I.A.

Security

The following instruments are defined as “securities” and require pre-clearance:

·Any type or class of equity or debt security; any rights relating to a security, such as warrants, convertible securities

·    Closed-end funds

·    Narrow-based derivative

Unless otherwise noted, the term security does not include:

·   Currencies

·   Direct and indirect obligations of the U.S. government and its agencies

·   Commercial paper

·   Certificates of deposit

·   Repurchase agreements

·   Bankers’ acceptances

·   Any other money market instruments

·   Exchange traded index funds containing a portfolio or securities of 25 or more issuers (e.g., SPDRs, WEBs, QQQs)

·   Commodities

·   Any option on a broad-based market index or an exchange-traded futures contract or option

Selling Short

The sale of a security that the investor does not own in order to take advantage of an anticipated decline in the price of the security.  In order to sell short, the investor must borrow the security from his broker in order to make delivery to the buyer.

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Selling Short Against the Box

A short sale where the investor owns the security, but does not want to use the shares for delivery, so he borrows them from the brokerage firm.

Transaction for a personal account (or personal securities transaction)

Securities transactions: (a) for the personal account of any employee; (b) for the account of a member of the immediate family of any employee; (c) for the account of a partnership in which a PanAgora employee or immediate family member is a general partner or a partner with investment discretion; (d) for the account of a trust in which a PanAgora employee or immediate family member is a trustee with investment discretion; (e) for the account of a closely-held corporation in which a PanAgora employee or immediate family member holds shares and for which he has investment discretion; and (f ) for any account other than a PanAgora client account, which receives investment advice of any sort from the employee or immediate family member, or as to which the employee or immediate family member has investment discretion.

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SECTION I: Personal Securities Rules for All Employees

A. Pre-clearance and the Restricted List

Rule 1 – Pre-clearance Requirements and the Personal Trading Assistant (PTA) System

Pre-clearance is required for the following securities:

·MMC Stock

·Great West Life and affiliates

·Any type or class of equity or debt security, including corporate and municipal bonds

·Any rights relating to a security, such as warrants and convertible securities

·Closed-end funds – including Putnam closed-end funds. Country funds as well as other funds that are not tied to an index, are considered closed-end funds and are subject to pre-clearance and reporting requirements, e.g., India Fund (INF), Morgan Stanley Asia Pacific Fund (APF), Central Europe and Russia Fund (CEE). Certain closed-end funds which sometimes are referred to as closed-end ETFs., Blackrock (BKK), Western Asset Emerging (ESD) or Eaton Vance Muni Trust (EVN) are also subject to pre-clearance and reporting requirements.

·Any narrow based derivative, e.g. a put or call option on a single security

·Any security donated as a gift to an individual or a charity

Pre-clearance is not required for:

·Open-end mutual funds

·Currencies, Treasuries (T-bills), and direct and indirect obligations of the U.S. government and its agencies

·Direct and indirect obligations of any member of the country of the Organization for Economic Co-Operation and Development (OECD), commercial paper, certificates of deposit (CDs), repurchase agreements, bankers’ acceptances, and other money market instruments

The following are excluded from pre-clearance but not from reporting requirements:

·Exchange-traded index funds (ETFs) containing a portfolio of securities of 25 or more issuers (e.g., SPDRs, WEBs, QQQQs, iShares, HLDRs), and any option on a broad-based market index or an exchange-traded futures contract or option thereon.

Rule 2: Personal Trading Assistant (PTA) System and Restricted List

No PanAgora employee shall purchase or sell for his personal account any security requiring pre-clearance under Rule 1 without prior clearance obtained through procedures set forth by the Code of Ethics Officer.  Equity securities are pre-cleared through the Personal Trading Assistant (PTA) Putnam’s intranet pre-clearance

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system (under the left column of www.putnam.com/panagora/remoteaccess). Fixed-income securities must be pre-cleared by calling the Code of Ethics Administrator, and there are special rules for trading in PanAgora or Putnam closed-end funds. See Appendix B. Subject to the limited exceptions below, no clearance will be granted for securities appearing on the Restricted List. Securities will be placed on the Restricted List in the following circumstances:

(a) When orders to purchase or sell such security have been entered for any PanAgora client, or the security is being actively considered for purchase for any PanAgora client, unless the security is a nonconvertible investment grade rated (at least BBB by S&P or Baa by Moody’s) fixed-income investment;

(b) When such a security is a voting security of a corporation in the banking, savings and loan, insurance, communications, public utilities, or gaming (i.e., casinos) industries, if holdings of PanAgora or Putnam clients in that corporation exceed 7%;

(c) When, in the judgment of the Code of Ethics Officer, other circumstances warrant restricting personal transactions of PanAgora employees in a particular security;

(d) When required under the circumstances described in the Policy Statement Concerning Insider Trading Prohibitions, attached as Appendix A.

Reminder: Securities for an employee’s personal account include securities owned by certain family members of a PanAgora employee. Thus, this Rule prohibits certain trades by family members of PanAgora employees. See Definitions.

Compliance with this rule does not exempt an employee from complying with any other applicable rules of the Code, such as those described in Section III. In particular, Access Persons and certain investment professionals must comply with the special rules set forth in Section II.

IMPLEMENTATION

An employee wishing to trade any equity security shall first obtain clearance through the Personal Trading Assistant (PTA) system. The system may be accessed online at www.putnam.com/panagora/remoteaccess and selecting “Access PTA”.  Employees may pre-clear securities between 9:00 a.m. and 4:00 p.m. ET. Requests to make personal securities transactions may not be made using the system or presented to the Code of Ethics Administrator before 9:00 a.m. or after 4:00 p.m. ET.

Pre-clearance must be made by calling the Code of Ethics Administrator for fixed-income (munis and corporate) bonds, including non-convertible investment grade rated (BBB by S&P or Baa by Moody’s) and Putnam closed-end funds.

The PTA system will inform the employee whether the security may be traded and whether trading in the security is subject to the “Large Cap” limitation or the “Considered

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List – Limited Sale Exception”. The response of the pre-clearance system as to whether a security appears on the Restricted List and, if so, whether it is eligible for the exceptions set forth after this Rule shall be final, unless the employee appeals to the Code of Ethics Officer, using the procedure described in Section VII, regarding the request to trade a particular security.

A clearance is only valid for trading on the day it is obtained. Trades in securities listed on Asian or European stock exchanges, however, may be executed within one business day after pre-clearance is obtained.

If a security is not on the Restricted List, other classes of securities of the same issuer (e.g., preferred or convertible preferred stock) may be on the Restricted List. It is the employee’s responsibility to identify with particularity the class of securities for which permission is being sought for a personal investment.

If the pre-clearance system does not recognize a security, or if an employee is unable to use the system or has any questions with respect to the system or pre-clearance, the employee may consult the Code of Ethics Administrator. The Code of Ethics Administrator shall not have authority to answer any questions about a security other than whether trading is permitted. The response of the Code of Ethics Administrator as to whether a security appears on the Restricted List and, if so, whether it is eligible for any applicable exceptions set forth after this Rule shall be final, unless the employee appeals to the Code of Ethics Officer, using the procedure described in Section VII, regarding the request to trade a particular security.

EXCEPTIONS

A. Large Cap Exception. If a security appearing on the Restricted List is an equity security for which the issuer has a market capitalization (defined as outstanding shares multiplied by current price per share) of over $5 billion, then a PanAgora employee may purchase or sell up to 1,000 shares of the security per day for his personal account. This exception does not apply if the security appears on the Restricted List in the circumstances described in subpart (b), (c), or (d) of Rule 1.

B. Considered List - Limited Sale Rule.  As the PanAgora list of securities is broad and inclusive, employees will be permitted to make limited sales (250 shares) but not purchases of securities held in their accounts if trading is blocked solely by the Considered List of securities.

C. Pre-clearing Transactions Effected by Share Subscription. The purchase of securities made by subscription rather than on an exchange are limited to issuers having a market capitalization of $5 billion or more and are subject to a 1,000 share limit. The following are procedures to comply with Rule 1 when effecting a purchase or sale of shares by subscription:

(a) The PanAgora employee must pre-clear the trade on the day he or she submits a

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subscription to the issuer, rather than on the actual day of the trade since the actual day of the trade typically will not be known to the employee who submits the subscription. At the time of pre-clearance, the employee will be told whether the purchase is permitted (in the case of a corporation having a market capitalization of $5 billion or more), or not permitted (in the case of a smaller capitalization issuer).

(b) The subscription for any purchase or sale of shares must be reported on the employee’s quarterly personal securities transaction report, noting the trade was accomplished by subscription.

(c) Because no brokers are involved in the transaction, the confirmation requirement will be waived for these transactions, although the PanAgora employee must provide the Legal and Compliance Department with any transaction summaries or statements sent by the issuer.

D. Trades in Approved Discretionary Brokerage Accounts. A transaction does not need to be pre-cleared if it takes place in an account that the Code of Ethics Officer has approved in writing as exempt from the pre-clearance requirement. In the sole discretion of the Code of Ethics Officer accounts that will be considered for exclusion from the preclearance requirement are only those for which an employee’s securities broker or investment advisor has complete discretion (a discretionary account) and the following conditions are met (i) the employee certifies annually in writing that the employee has no influence over the transactions in the discretionary account and is not aware of the transactions in the discretionary account prior to their execution, (ii) the compliance department of the employee’s broker or investment advisor certifies annually in writing that the employee has no influence over the transactions in the discretionary account and is not aware of the transactions in the discretionary account prior to their execution; and(iii) each calendar quarter, the broker or investment advisor sends PanAgora’s Code of Ethics Administrator copies of each quarterly statement for the discretionary account. Employees wishing to seek such an exemption must send a written request to the Code of Ethics Administrator.

COMMENTS

· Pre-clearance. Subpart (a) of Rule 2 is designed to avoid the conflict of interest that might occur when an employee trades for his personal account a security that currently is being traded or is likely to be traded for a PanAgora client. Such conflicts arise, for example, when the trades of an employee might have an impact on the price or availability of a particular security, or when the trades of the client might have an impact on price to the benefit of the employee. Thus, exceptions involve situations where the trade of a PanAgora employee is unlikely to have an impact on the market.

· Regulatory Limits. Owing to a variety of federal statutes and regulations in the banking, savings and loan, insurance, communications, and gaming industries, it is critical that accounts of PanAgora and Putnam clients not hold more than 10% of the voting securities (7% for public utilities) of any issuer in those industries. Because of the risk that the

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personal holdings of PanAgora and Putnam employees may be aggregated with PanAgora and Putnam holdings for these purposes, subpart (b) of this Rule limits personal trades in these areas. The 7% limit will allow the regulatory limits to be observed.

· Options. For the purposes of this Code, options are treated like the underlying security. See Definitions. Thus, an employee may not purchase, sell, or “write” option contracts for a security that is on the Restricted List. The automatic exercise or assignment of an options contract (the purchase or writing of which was previously pre-cleared) does not have to be pre-cleared. Note, however, that the sale of securities obtained through the exercise of options must be pre-cleared.

· Involuntary transactions. Involuntary personal securities transactions are exempted from the Code. Special attention should be paid to this exemption. (See Section I.D.)

· Tender offers. This Rule does not prohibit an employee from tendering securities from his personal account in response to an any and all tender offer, even if PanAgora clients are also tendering securities. A PanAgora employee is, however, prohibited from tendering securities from his personal account in response to a partial tender offer, if PanAgora clients are also tendering securities.

· Gifts of Securities. Pre-clearance is required for securities donated as a gift to a charitable organization or to an individual.  Employees are required to provide a figt transfer certificate of the transaction (if produced) to the Code of Ethics Administrator along with an account statement reflecting the gift transaction.  Receipt of a securities gift should be reported on the Access Person’s Annual Holding Report. Employees who receive a securities gift must report the gift to the Code of Ethics Administrator to make the necessary adjustments in PTA and Access Persons must disclose this holding in PTA.

Rule 3: Marsh & McLennan (MMC), Great West Life and affiliates Securities

All employees trading in MMC, Great West Life or affiliate securities must be pre-cleared in the PTA system. MMC, Great West Life or affiliate securities include stock, options, and any other securities such as debt. Trades in the MMC Employee Stock Purchase Plan and in all Putnam and MMC employee benefit and bonus plans, i.e., reallocating, rebalancing, or exchanging in and out of the 401(k)/Profit/Bonus Plan, etc., are included in this requirement.

Pre-clearance of MMC, Great West Life or affiliate is required when, for example, you:

· Sell MMC out of the Stock Purchase Plan

· Exchange MMC, Great West Life or affiliate shares into or out of your 401(k)/Profit Sharing/Bonus Plan

· Reallocate your Putnam fund choices, which results in a buy or sell of MMC, Great West Life or affiliate from your 401(k)/Profit Sharing/Bonus Plan

· Trade in MMC, Great West Life or affiliate securities in other accounts held outside Putnam

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Pre-clearance is not required when you:

·Increase/decrease the amount of money that is automatically deducted (systematic plan) from your paycheck and used to purchase MMC, Great West Life or affiliate shares in your 401(k)/Profit Sharing/Stock Purchase Plan

·Maintain standing instructions to have money deducted (automatic payroll deductions) and want to increase or decrease the percentage allocated, or instruct to reduce it to “0” in your 401(k)/Profit Sharing/Stock Purchase Plan

·Apply for a loan and/or make withdrawals of the stock from your 401(k)/Profit Sharing Plan

COMMENTS

All transactions of MMC, Great West Life or affiliate require pre-clearance in PTA before you contact your broker to trade shares in an outside brokerage account or before contacting Smith Barney to sell shares out of your Stock Purchase Plan. Also, if MMC is one of your choices in the 401(k)/Profit Sharing Plan, all exchanges in/out must be cleared. Even though clearance is not required for Putnam mutual funds, if you do not wish to include MMC shares when rebalancing any of your fund choices, which will result in an automatic exchange of your MMC shares, you must remember to exclude MMC shares prior to submitting your changes. If you are investing online, check the box to exclude MMC; or if you are investing by telephone with a Putnam representative, ask to exclude MMC before rebalancing the funds.

Additional MMC, Great West Life or affiliate-related policies:

· MMC, Great West Life or affiliate securities may from time to time be restricted due to the federal laws that govern trading on inside information. All transactions are prohibited during this period.

· Members of the Executive Board of Directors and members of the Chief Financial Officer’s senior staff may not trade in MMC, Great West Life or affiliate securities during the period between the calendar quarter-end and the public announcement of MMC’s earnings for the quarter.

· Transactions in MMC, Great West Life or affiliate securities which are held in Putnam’s internal plans are not subject to the 90-Day Short-Term Rule (applicable to Access Persons only) or to the holding periods that apply to Putnam mutual funds.

B. Prohibited Transactions

Rule 1: Short-Selling Prohibition

PanAgora employees are prohibited from short selling any security in their own accounts, whether or not the security is held in a PanAgora client portfolio. Employees are prohibited from hedging investments made in securities of MMC, Great West Life and affiliates.

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EXCEPTIONS

Short selling against broad market indexes (such as the Dow Jones Industrial Average, the NASDAQ index, and the S&P 100 & 500 indexes) and short selling against the box are permitted (except that short selling shares of MMC, Great West Life, and affiliates is not permitted).

Rule 2: Initial Public Offerings Prohibition

No PanAgora employee shall purchase any security for her personal account in an initial public offering. Employees are also restricted from participating in Initial Public Offerings via a Discretionary Account.

EXCEPTION

Pre-existing Status Exception. A PanAgora employee shall not be barred by this Rule or by Rule 1(a) of Section I.A. from purchasing securities for her personal account in connection with an initial public offering of securities by a bank or insurance company when the employee’s status as a policyholder or depositor entitles her to purchase securities on terms more favorable than those available to the general public, in connection with the bank’s conversion from mutual or cooperative form to stock form, or the insurance company’s conversion from mutual to stock form, provided that the employee has had the status entitling her to purchase on favorable terms for at least two years. This exception is only available with respect to the value of bank deposits or insurance policies that an employee owns before the announcement of the initial public offering. This exception does not apply, however, if the security appears on the Restricted List in the circumstances set forth in subparts (b), (c), or (d) of Section I.A., Rule 2.

IMPLEMENTATION

A. General Implementation. An employee shall inquire, before any purchase of a security for her personal account, whether the security to be purchased is being offered pursuant to an initial public offering. If the security is offered through an initial public offering, the employee shall refrain from purchasing that security for her personal account unless the exception applies.

B. Administration of Exception. If the employee believes the exception applies, she shall consult the Code of Ethics Administrator concerning whether the security appears on the Restricted List and if so, whether it is eligible for this exception.

COMMENTS

· The purpose of this Rule is designed to avoid the conflict of interest that might occur when an employee trades for his personal account a security that currently is being traded or is likely to be traded for a PanAgora client. Such conflicts arise, for example, when the trades of an employee might have an impact on the price or availability of a particular security, or when the trades of the client might have an impact on price to the benefit of the employee. Thus, exceptions involve situations where the trade of a Putnam employee

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is unlikely to have an impact on the market.

· Purchases of securities in the immediate after-market of an initial public offering are not prohibited, provided they do not constitute violations of other portions of the Code of Ethics. For example, participation in the immediate after-market as a result of a special allocation from an underwriting group would be prohibited by Section III, Rule 3 concerning gifts and other favors.

· Public offerings subsequent to initial public offerings are not deemed to create the same potential for competition between PanAgora employees and PanAgora clients because of the pre-existence of a market for the securities.

Rule 3: Private Placement Pre-Approval Requirements

No PanAgora employee shall purchase any security for his personal account in a limited private offering or private placement without prior approval from the Code of Ethics Officer. Privately placed limited partnerships and funds such as private equity or hedge funds are specifically included in this Rule.

COMMENTS

· The purpose of this Rule is to prevent a PanAgora employee from investing in securities for his own account pursuant to a limited private offering that could compete with or disadvantage PanAgora clients, and to prevent PanAgora employees from being subject to efforts to curry favor by those who seek to do business with PanAgora.

· Exemptions to the prohibition will generally not be granted where the proposed investment relates directly or indirectly to investments by a PanAgora client, or where individuals involved in the offering (including the issuers, broker, underwriter, placement agent, promoter, fellow investors and affiliates of the foregoing) have any prior or existing business relationship with PanAgora or a PanAgora employee, or where the PanAgora employee believes that such individuals may expect to have a future business relationship with PanAgora or a PanAgora employee.

· An exemption may be granted, subject to reviewing all the facts and circumstances, for investments in:

(a) Pooled investment funds, including hedge funds, subject to the condition that an employee investing in a pooled investment fund would have no involvement in the activities or decision-making process of the fund except for financial reports made in the ordinary course of the fund’s business, and subject to the condition that the hedge fund does not invest significantly in registered investment companies.

(b) Private placements where the investment cannot relate, or be expected to relate, directly or indirectly to PanAgora or investments by a PanAgora client.

· Employees who apply for an exemption will be expected to disclose to the Code of Ethics Officer in writing all facts and relationships relating to the proposed investment.

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· Applications to invest in private placements will be reviewed by the Code of Ethics Oversight Committee. This review will take into account, among other factors, the considerations described in the preceding comments.

Rule 4: Trading with Material Non-Public Information

No PanAgora employee shall purchase or sell any security for her personal account or for any PanAgora client account while in possession of material, nonpublic information concerning the security or the issuer.

EXCEPTIONS

None. Please read Appendix A, Policy Statement Concerning Insider Trading Prohibitions.

Rule 5: No Personal Trading with Client Portfolios

No PanAgora employee shall purchase from or sell to a PanAgora client any securities or other property for his personal account, nor engage in any personal transaction to which a PanAgora client is known to be a party, or which transaction may have a significant relationship to any action taken by a PanAgora client.

EXCEPTIONS

None.

IMPLEMENTATION

It shall be the responsibility of every PanAgora employee to make inquiry prior to any personal transaction sufficient to satisfy himself that the requirements of this Rule have been met.

COMMENT

This rule is required by federal law. It does not prohibit a PanAgora employee from purchasing any shares of an open-end PanAgora fund. The policy with respect to employee trading in closed-end PanAgora funds is attached as Appendix B.

Rule 6: Holding Putnam Mutual Fund Shares

PanAgora employees may not hold shares of PanAgora or Putnam open-end U.S. mutual funds other than through accounts maintained at PanAgora/Putnam through Putnam Preferred Access (PPA). Employees placing purchase orders in shares of PanAgora or Putnam open-end funds must place such orders through PanAgora/Putnam and not through an outside broker or other intermediary.

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Employees redeeming or exchanging shares of PanAgora or Putnam open-end funds must place those orders through PanAgora/Putnam and not through an outside broker or other intermediary. Contact a PPA representative at 1-800-634-1590 for instructions on how to transfer these funds.

REMINDER:

For purposes of this Rule, “employee” includes:

· Members of the immediate family of a PanAgora employee who share the same household as the employee or for whom the PanAgora employee has investment discretion (family member);

· Any trust in which a PanAgora employee or family member is a trustee with investment discretion and in which such PanAgora employee or any family member are collectively beneficiaries;

· Any closely-held entity (such as a partnership, limited liability company, or corporation) in which a PanAgora employee and his or her family members hold a controlling interest and with respect to which they have investment discretion; and

· Any account (including any retirement, pension, deferred compensation, or similar account) in which a PanAgora employee or family member has a substantial economic interest and over which said PanAgora employee or family member exercises investment discretion.

COMMENTS

These requirements also apply to:

· self-directed IRA accounts holding Putnam fund shares, and

· variable insurance accounts, which invest in Putnam Variable Trusts such as the Putnam/Hartford Capital Manager Programs. Employees must designate Putnam Retail Management as the broker of record for all such accounts. Employees may not hold an interest in Putnam Variable Trust which cannot be held through Putnam.

EXCEPTION

Retirement, pension, deferred compensation and similar accounts that cannot be legally transferred to Putnam are not subject to the requirement. For example, a spouse of a PanAgora employee may have a 401(k) plan with her employer that invests in Putnam funds. Any employee who continues to hold shares in open-end Putnam funds outside of Putnam must notify the Code of Ethics Officer in writing of the account information, provide the reason why the account cannot be transferred to Putnam and

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arrange for a quarterly statement of transactions in such account to be sent to the Code of Ethics Administrator.

Rule 7: Putnam Mutual Fund Employee Restrictions

(a) Employees defined in Rule 6 may not, within a 90-calendar day period, make a purchase followed by a sale or a sale followed by a purchase of shares of the same open-end Putnam mutual fund even if the transactions occur in different accounts.

(b) Employees who are Access Persons may not, within a one-year period, make a purchase followed by a sale or a sale followed by a purchase of shares of the same open-end Putnam mutual fund or of shares of any U.S. registered mutual fund to which Putnam acts as advisor or sub-advisor even if the transactions occur in different accounts.

(c) All employees are required to “link” their immediate family members’ accounts holding Putnam mutual funds to comply with the disclosure requirements.  These accounts are also subject to the 90-day and one-year rules.  To link these accounts, log on to www.ibenefitcenter.com – click on @Putnam and select Employee Essentials/Linked Mutual Fund Accounts.  You are required to confirm the information and will be prompted to add any accounts that you or your family members have that should be linked or delinked accounts which you or your family have closed.

COMMENTS

This Rule applies to transactions by a Putnam employee and family members as defined in the Code in any type of account including retail, IRA, variable annuity, 401(k)/Profit Sharing Plan, and any deferred compensation account and the restrictions apply across all accounts maintained by an employee and family members:

· An employee who buys shares of an open-end Putnam mutual fund may not sell any shares of the same mutual fund until 90 calendar days have passed.

Example: If an employee buys shares of a Putnam fund on Day 1 for a retail account and then sells (by exchange) shares of the same fund for his or her Putnam Profit Sharing 401(k) Plan account on Day 85, the employee has violated the rule.

Similarly, an employee who sells shares of an open-end Putnam mutual fund may not buy any shares of the same mutual fund until 90 calendar days have passed.

Similarly, an employee who buys shares of an open-end PanAgora or Putnam mutual fund may not sell any shares of the same mutual fund until 1 year has passed.

· The purpose of these blackout periods restriction is to prevent any market timing, or appearance of market timing activity.

· This Rule applies to transactions by a PanAgora employee and their family member as

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defined in the Code in any type of account, including retail, IRA, variable annuity, college savings 529 plans, Profit Sharing 401(k) Plan, and any deferred compensation accounts.

· The minimum sanction for an initial violation of the blackout period shall be disgorgement of any profit made on the transaction. Additional sanctions may apply, including termination of employment.

EXCEPTIONS

A. The restrictions do not apply to Putnam’s money market funds and Putnam Stable Value Fund.

B. Profit Sharing 401(k) Plan Contributions and Payroll Deductions. The 90-day or one year restriction is not triggered by initial allocation of regular employee or employer contributions or forfeitures to an employee’s account under the terms of PanAgora employee benefit plans or a PanAgora payroll deduction direct investment program; later exchanges of these contributions will be subject to either the 90-day or one year blackout period.

C. Systematic Programs. The restrictions do not apply with respect to shares sold or acquired as a result of participation in a systematic program for contributions, withdrawals or exchanges, provided that an election to participate in any such program and the participation dates of the program are not be changed more often than quarterly after the program is elected by the employee. Access Persons may elect a quarterly or semiannual rebalancing program although it may only be changed on an annual basis;

D. Employee Benefit Plan Withdrawals and Distributions. This restriction does not apply with respect to shares sold for withdrawals, loans or distributions under the terms of PanAgora employee benefit plans;

E. Dividends, Distributions, Mergers, and Share Class Conversions. This restriction does not apply with respect to the acquisitioned shares as a result of reinvestment of dividends, distributions, mergers, conversions of share classes, or other similar actions. Subsequent transactions with respect to the shares will be covered.

F. College Savings Program: Redemptions from an employee’s college savings 529 plan to pay for qualified educational expenses for the beneficiary of the account (and redemptions due to death or disability) are exempt from the 90-day and one-year restrictions applicable to Putnam mutual funds.  Qualified redemptions include:

·    Tuition

·    School fees

·    Books

·    Supplies and equipment required for enrollment

·    Room and board

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·    Death

·    Disability

G. Special Situations: In special situations, as determined by PanAgora’s Code of Ethics Oversight Committee, exceptions may be granted to the blackout periods as a result of death, disability, or special circumstances (such as, personal hardship). Employees can request an exception by submitting a written request to the Code of Ethics Officer.

Rule 8: Special: Good Until Canceled Orders

Good Until Canceled (GTC) Limit Orders are prohibited.

Any order not executed on the day of pre-clearance must be resubmitted for pre-clearance before being executed on a subsequent day. “Good until canceled limit” orders are prohibited because of the potential failure to pre-clear.

EXCEPTION

Same day limit orders are permitted.

Rule 9: Excessive Trading

PanAgora employees are strongly discouraged from engaging in excessive trading for their personal accounts.  Employees are prohibited from making more than 10 trades in individual securities in any given quarter. Excessive trading within PanAgora or Putnam open-end mutual funds is prohibited.  For the purpose of this rule, an employee is prohibited from engaging in more than a total of 10 trades in all accounts the employee may hold (including those accounts held by his immediate family members), not 10 trades per individual accounts.

EXCEPTIONS

For the purpose of calculating the number of trades in any quarter, trading the same security in the same direction (buy or sell) over a period of five business days will be counted as one transaction.

Trades in ETFs containing 25 or more issuers and trades of MMC, Great West Life and affiliate stock in Putnam internal plans are not counted towards the 10 trade limit.

COMMENTS

· Although a PanAgora employee’s excessive trading may not itself constitute a conflict of interest with PanAgora clients, PanAgora believes that its clients’ confidence in PanAgora will be enhanced and the likelihood of PanAgora achieving better investment results for its clients over the long term will be increased if PanAgora employees rely on their investment — as opposed to trading — skills in transactions for their own account. Moreover, excessive trading by a PanAgora employee for his or her own account diverts

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an employee’s attention from the responsibility of servicing PanAgora clients, and increases the possibilities for transactions that are in actual or apparent conflict with PanAgora client transactions. Short-term trading is strongly discouraged while employees are encouraged to take a long-term view.

· Employees should be aware that their trading activity is closely monitored. Activity exceeding 10 trades per quarter will be prohibited by the Code of Ethics Oversight Committee. Sanctions will be imposed such as a trading ban or a more stringent sanction may be determined at the discretion of the Committee. Different rules apply with respect to trading in shares of PanAgora or Putnam open-end mutual funds. See Section I. B, Rule 7 above.

C. Discouraged Transactions

Rule 1: Naked Options

PanAgora employees are strongly discouraged from engaging in writing (selling) naked options for their personal accounts.

Naked option transactions are particularly dangerous, because a PanAgora employee may be prevented by the restrictions in this Code of Ethics from covering the naked option at the appropriate time. All employees should keep in mind the limitations on their personal securities trading imposed by this Code when contemplating such an investment strategy. Engaging in naked options transactions on the basis of material, nonpublic information is prohibited. See Appendix A, Policy Statement Concerning Insider Trading Prohibitions.

EXCEPTIONS

None.

D. Exempted Transactions

Rule 1: Involuntary Transactions

Transactions that are involuntary on the part of a PanAgora employee are exempt from the prohibitions set forth in Sections I.A., I.B., and I.C.

EXCEPTIONS

None.

COMMENTS

· This exemption is based on categories of conduct that the Securities and Exchange Commission does not consider “abusive.”

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· Examples of involuntary personal securities transactions include:

(a) Sales out of the brokerage account of a PanAgora employee as a result of bona fide margin call, provided that withdrawal of collateral by the PanAgora employee within the ten days previous to the margin call was not a contributing factor to the margin call;

(b) Purchases arising out of an automatic dividend reinvestment program of an issuer of a publicly traded security.

· Transactions by a trust in which the PanAgora employee (or a member of his immediate family) holds a beneficial interest, but for which the employee has no direct or indirect influence or control with respect to the selection of investments, are involuntary transactions. In addition, these transactions do not fall within the definition of “personal securities transactions.” See Definitions.

· A good-faith belief on the part of the employee that a transaction was involuntary will not be a defense to a violation of the Code of Ethics. In the event of confusion as to whether a particular transaction is involuntary, the burden is on the employee to seek a prior written determination of the applicability of this exemption. The procedures for obtaining such a determination appear in Section VII, Part 4.

Rule 2: Special Exemptions

Transactions that have been determined in writing by the Code of Ethics Officer before the transaction occurs to be no more than remotely harmful to PanAgora clients because the transaction would be very unlikely to affect a highly institutional market, or because the transaction is clearly not related economically to the securities to be purchased, sold, or held by a PanAgora client, are exempt from the prohibitions set forth in Sections I.A., I.B., and I.C.

IMPLEMENTATION

An employee may seek an ad-hoc exemption under this Rule by following the procedures in Section VII, Part 4.

COMMENTS

· This exemption is also based upon categories of conduct that the Securities and Exchange Commission does not consider “abusive.”

· The burden is on the employee to seek a prior written determination that the proposed transaction meets the standards for an ad hoc exemption set forth in this Rule.

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SECTION II: Additional Special Rules for Personal Securities Transactions of Access Persons and Certain Investment Professionals

Access Persons

Rule 1: 90-Day Short Term Rule

Access Persons may not sell a security at a profit within 90 days of purchase or buy a security at a price below which he or she sold it within the past 90 days.

EXCEPTIONS

None, unless prior written approval from the Code of Ethics Officer is obtained. Exceptions may be granted on a case-by-case basis when no abuse is involved and the equities of the situation support an exemption. For example, although an Access Person may buy a stock as a long-term investment, that stock may have to be sold involuntarily due to unforeseen activity such as a merger.

IMPLEMENTATION

A. The 90-Day Short-Term Rule applies to all Access Persons, as defined in the Definitions section of the Code.

B. Calculation of whether there has been a profit is based upon the market prices of the securities. The calculation includes commissions and other sales charges.

C. As an example, an Access Person would not be permitted to sell a security at $12 that he purchased within the prior 90 days for $10. Similarly, an Access Person would not be permitted to purchase a security at $10 that she had sold within the prior 90 days for $12.

COMMENTS

· The prohibition against short-term trading profits by Access Persons is designed to minimize the possibility that they will capitalize inappropriately on the market impact of trades involving a client portfolio about which they might possibly have information.

· Although directors, portfolio managers, and analysts may sell securities at a profit within 90 days of purchase in order to comply with the requirements of the 7-Day Rule applicable to them (described below), the profit will have to be disgorged to charity under the terms of the 7-Day Rule.

· An Access Person cannot trade a security within 90 days regardless of tax lot election.

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Certain Investment Professionals

Rule 2: 7-Day Rule

(a) Portfolio Managers: Before a portfolio manager (including a director with respect to an account he manages) places an order to buy a security for any PanAgora client portfolio that he manages, he must sell that security or related derivative security if he has purchased it in his personal account within the preceding seven calendar days.

(b) Co-managers: Before a portfolio manager places an order to buy a security for any PanAgora client he manages, his co-manager must sell that security or related derivative security if he has purchased it in his personal account within the preceding seven calendar days.

(c) Research Analysts: Before an analyst makes a buy or outperform recommendation for a security, he must sell that security or related derivative security if he has purchased it in his personal account within the preceding seven calendar days.

COMMENTS

· This Rule applies to portfolio managers (including directors with respect to accounts they manage) in connection with any purchase (no matter how small) in any client account managed by that portfolio manager or director. In particular, it should be noted that the requirements of this Rule also apply with respect to purchases in client accounts, resulting from “cash flows.” To comply with the requirements of this Rule, it is the responsibility of each portfolio manager or director to be aware of the placement of all orders for purchases of a security by client accounts that he or she manages for seven days following the purchase of that security for his or her personal account.

· An investment professional who must sell securities to be in compliance with the 7-Day Rule must absorb any loss and disgorge to charity any profit resulting from the sale. The recipient charity will be chosen by the Code of Ethics Officer.

· This Rule is designed to avoid even the appearance of a conflict of interest between an investment professional and a PanAgora client. A greater burden is placed on these professionals given their positions in the organization. Transactions executed for the employee’s personal account must be conducted in a manner consistent with the Code of Ethics and in such a manner as to avoid any actual or perceived conflict of interest or any abuse of the employee’s position of trust and responsibility.

· “Portfolio Manager” is used in this Section as a functional label, and is intended to cover any employee with authority to authorize a trade on behalf of a PanAgora client, whether or not such employee bears the title “portfolio manager.” “Analyst” is also used in this Section as a functional label, and is intended to cover any employee who is not a portfolio manager but who may make recommendations regarding investments for PanAgora clients.

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EXCEPTIONS

None.

Rule 3: Blackout Rule

(a) Portfolio Managers: No portfolio manager (including a director with respect to an account she manages) shall: (i) sell any security or related derivative security for her personal account until seven calendar days have elapsed since the most recent purchase of that security or related derivative security by any PanAgora client portfolio she manages or co-manages; or (ii) purchase any security or related derivative security for her personal account until seven calendar days have elapsed since the most recent sale of that security or related derivative security from any PanAgora client portfolio that she manages or co-manages.

(b) Research Analysts: No analyst shall: (i) sell any security or related derivative security for his personal account until seven calendar days have elapsed since his most recent buy or outperform recommendation for that security or related derivative security; or (ii) purchase any security or related derivative security for his personal account until seven calendar days have elapsed since his most recent sell or under perform recommendation for that security or related derivative security.

COMMENTS

· This Rule applies to portfolio managers (including directors with respect to accounts they manage) in connection with any purchase (no matter how small) in any client account managed by that portfolio manager or directors. In particular, it should be noted that the requirements of this rule also apply with respect to transactions in client accounts resulting from cash flows. In order to comply with the requirements of this Rule, it is the responsibility of each portfolio manager and director to be aware of all transactions in a security by client accounts that he or she manages that took place within the seven days preceding a transaction in that security for his or her personal account.

· This Rule is designed to prevent a PanAgora portfolio manager or analyst from engaging in personal investment conduct that appears to be counter to the investment strategy she is pursuing or recommending on behalf of a PanAgora client.

· Trades by a PanAgora portfolio manager for her personal account in the “same direction” as the PanAgora client portfolio she manages, and trades by an analyst for his personal account in the same direction as his recommendation, do not present the same danger, so long as any same direction trades do not violate other provisions of the Code or the Policy Statements.

EXCEPTIONS

None.

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Rule 4: Contra Trading Rule

(a) Portfolio Managers: No portfolio manager shall, without prior clearance, sell out of his personal account securities or related derivative securities held in any PanAgora client portfolio that he manages or co-manages.

(b) Directors: No director shall, without prior clearance, sell out of his personal account securities or related derivative securities held in any PanAgora client portfolio managed in his investment group.

EXCEPTIONS

None, unless prior clearance and written approval are given.

IMPLEMENTATION

A. Individuals Authorized to Give Approval. Prior to engaging in any such sale, a portfolio manager shall seek approval, in writing, of the proposed sale. In the case of a portfolio manager or analyst, prior written approval of the proposed sale shall be obtained from a director to whom he reports or, in his absence, another director. In the case of a director, prior written approval of the proposed sale shall be obtained from the chief investment officer. In the case of the chief investment officer, prior written approval shall  be obtained from the Code of Ethics Officer.  In addition to the foregoing, prior written approval must also be obtained from the Code of Ethics Officer or in the case of the chief investment officer, prior written approval from the chief executive officer.

B. Contents of Written Approval. In every instance, the written approval form attached as Appendix C (or such other form as the Code of Ethics Officer shall designate) shall be used. The written approval should be signed by the director giving approval and dated the date such approval was given, and shall state, briefly, the reasons why the trade was allowed and why the investment conduct pursued by the portfolio manager, analyst, or director was deemed inappropriate for the PanAgora client account controlled by the individual seeking to engage in the transaction for his personal account. Such written approval shall be sent by the director approving the transaction to the Code of Ethics Officer, for her approval, within 24 hours or as promptly as circumstances permit. Approvals obtained after a transaction has been completed or while it is in process will not satisfy the requirements of this Rule.

COMMENT

This Rule, like Rule 3 of this Section, is designed to prevent a PanAgora portfolio manager from engaging in personal investment conduct that appears to be counter to the investment strategy that he is pursuing on behalf of a PanAgora client.

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Rule 5: No Personal Benefit

No portfolio manager shall cause, and no analyst shall recommend, a PanAgora client to take action for the portfolio manager’s or analyst’s own personal benefit.

EXCEPTIONS

None.

COMMENTS

· A portfolio manager who trades in, or an analyst who recommends, particular securities for a PanAgora client account in order to support the price of securities in his personal account, or who “front runs” a PanAgora client order is in violation of this Rule. Portfolio managers and analysts should be aware that this Rule is not limited to personal transactions in securities (as that word is defined in Definitions). Thus, a portfolio manager or analyst who front runs a PanAgora client purchase or sale of obligations of the U.S. government is in violation of this Rule, although U.S. government obligations are excluded from the definition of security.

· This Rule is not limited to instances when a portfolio manager or analyst has malicious intent. It also prohibits conduct that creates an appearance of impropriety. Portfolio managers and analysts who have questions about whether proposed conduct creates an appearance of impropriety should seek a prior written determination from the Code of Ethics Officer, using the procedures described in Section VI, Part 3.

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SECTION III: General Rules for All Employees

Rule 1: Compliance with All Laws, Regulations and Policies

All employees must comply with applicable laws and regulations as well as company policies. This includes tax, anti-trust, political contribution, and international boycott laws. In addition, no employee at PanAgora may engage in fraudulent conduct of any kind.

EXCEPTIONS

None.

COMMENTS

· PanAgora may report to the appropriate legal authorities conduct by PanAgora employees that violates this Rule.

· It should also be noted that the U.S. Foreign Corrupt Practices Act makes it a criminal offense to make a payment or offer of payment to any non-U.S. governmental official, political party, or candidate to induce that person to affect any governmental act or decision, or to assist PanAgora’s obtaining or retaining business.

Rule 2: Conflicts of Interest

No PanAgora employee shall conduct herself in a manner, which is contrary to the interests of, or in competition with, PanAgora or a PanAgora client, or which creates an actual or apparent conflict of interest with a PanAgora client.

EXCEPTIONS

None.

COMMENTS

· This Rule is designed to recognize the fundamental principle that PanAgora employees owe their chief duty and loyalty to PanAgora and PanAgora clients.

· It is expected that a PanAgora employee who becomes aware of an investment opportunity that she believes is suitable for a PanAgora client who she services will present it to the appropriate portfolio manager, prior to taking advantage of the opportunity herself.

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Rule 3: Gifts and Entertainment Policy

No PanAgora employee shall accept anything of material value from any broker-dealer, financial institution, corporation or other entity, any existing or prospective supplier of goods or services with a business relationship to PanAgora, or any company or other entity whose securities are held in or are being considered as investments for any other PanAgora client accounts. Included are gifts, favors, preferential treatment, special arrangements, or access to special events.

COMMENTS

This Rule is intended to permit the acceptance of only proper types of customary and limited business amenities.

A PanAgora employee may not, under any circumstances, accept anything that could create the appearance of any kind of conflict of interest. For example, acceptance of any consideration is prohibited if it would create the appearance of a reward or inducement for conducting PanAgora business either with the person providing the gift or his employer.

IMPLEMENTATION

A. Gifts. An employee may not accept small gifts with an aggregate value of more than $100 in any year from any one source, i.e., entity or firm. Any PanAgora employee who is offered or receives an item exceeding $100 in value is prohibited by this Rule and must report the details to the Code of Ethics Officer and surrender or return the gift. Any entertainment event provided to an employee where the host is not in attendance is treated as a gift and is subject to the $100 per year per source limit.

B. Entertainment. PanAgora’s rules are designed to permit reasonable, ordinary business entertainment, but prohibit any events, which may be perceived as extravagant or involving lavish expenditures.

1. Occasional lunches, dinners, cocktail parties, or comparable gatherings conducted for business purposes are permitted.

For example, occasional attendance at group functions sponsored by sell side firms is permitted where the function relates to investments or other business activity. Occasional attendance at these functions is not required to be counted against the limits described in paragraph (B)(2) below.

2. Other entertainment events, such as, sporting events, theater, movies, concerts, or other forms of entertainment conducted for business purposes, are permitted only under the following conditions:

(i)	The host must be present for the event.
(ii)	The location of the event must be in the metropolitan area in which the office

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	of the employee is located.
(iii)	Spouses or other family members of the employee may not attend the entertainment event or any meals before or after the entertainment event.
(iv)	The value of the entertainment event provided to the employee may not exceed $150, not including the value of any meals that may be provided to the employee before or after the event.
	Acceptance of entertainment events having a market value materially exceeding the face value of the entertainment including, for example, attendance at sporting event playoff games, is prohibited. This prohibition applies even if the face value of tickets to the events is $150 or less or when the PanAgora employee offers to pay for the tickets. If there is any ambiguity about whether to accept an entertainment event in these circumstances, please consult the Code of Ethics Officer.
(v)	The employee may not accept entertainment events under this provision (B)(2) more than six times a year and not more than two times in any year from any single source.
(vi)	The Code of Ethics Officer may grant exceptions to these rules. For example, it may be appropriate for an employee attending a legitimate conference in a location away from the office to attend a business entertainment event in that location. All exceptions must be approved in advance by written request to the Code of Ethics Officer.

3. Any employee attending any entertainment event under (B)(1) or (B)(2) above must disclose a meal or entertainment in the PTA system within 20 business days of the event. Failure to report will be treated as a violation of the Code.

Planned absences, i.e., vacations, leave or business trips are not valid excuses for providing late reports. Failure to meet the deadline violates the Code’s rules. Late filers may be subject to monetary fines.

4. Meals and entertainment, which are part of the regular program at an investment conference (i.e., open to all participants), are not subject to the limits of this section (B)(2) above. Meals which are part of a meeting and/or a conference do not require reporting. An employee is required to disclose a meal outside of a business meeting or conference setting within 20 days in the PTA system.

C. Among the items that are prohibited are:

1. Any entertainment event attendance, which would reflect badly on PanAgora as a firm of the highest fiduciary and ethical standards. For example, events involving adult entertainment or gambling must be avoided.

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2. Entertainment involving travel away from the metropolitan area in which the employee is located. If in the event an exception is granted as contemplated by (B)(2)(vi) above, payment by a third party of the cost of transportation to a location outside the employee’s metropolitan area, lodging while in another location, and any meals not specifically approved by the Code of Ethics officer, are prohibited;

3. Personal loans to a PanAgora employee on terms more favorable than those generally available for comparable credit standing and collateral; and

4. Preferential brokerage or underwriting commissions or spreads or allocations of shares or interests in an investment for the personal account of a PanAgora employee; and

D. As with any of the provisions of the Code of Ethics, a sincere belief by the employee that he was acting in accordance with the requirements of this Rule will not satisfy his obligations under the Rule. Therefore, an employee who is in doubt concerning the propriety of any gift or favor should seek a prior written determination from the Code of Ethics Officer, as provided in number 3 of Section VII.

E. No PanAgora employee may solicit any gift or entertainment from any person, even if the gift or entertainment, if unsolicited, would be permitted.

F. The Rule does not prohibit employees on business travel from using local transportation and arrangements customarily supplied by brokers or similar entities. For example, it is customary for brokers in developing markets to make local transportation arrangements. These arrangements are permitted so long as the expense of lodging and air travel are paid by PanAgora.

Rule 4: Anti-bribery/Kickback Policy

No PanAgora employee shall pay, offer, or commit to pay any amount of consideration which might be or appear to be a bribe or kickback in connection with PanAgora’s business.

EXCEPTIONS

None.

COMMENT

Although the rule does not specifically address political contributions (which are described in Rule 5 below), PanAgora employees should be aware that it is against corporate policy to use company assets to fund political contributions of any sort, even where such contributions may be legal. No PanAgora employee should offer or agree to make any political contributions (including political dinners and similar fundraisers) on behalf of PanAgora, and no employee will be reimbursed by PanAgora for such

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contributions made by the employee personally.

Rule 5: Political Activities, Contributions/Solicitations and Lobbying Policy

A. Corporate Contributions. Political activities of corporations such as PanAgora are highly regulated, and corporate political contributions are prohibited. . No corporate assets, funds, facilities, or personnel may be used to benefit any candidate, campaign, political party, or political committee, including contributions made in connection with fundraisers.

1. If employees anticipate that any corporate funds or assets (such as corporate facilities or personnel) may be used in connection with any political volunteer activity, they must obtain pre-approval from the Chief Compliance Officer.

2. Employees should not seek or approve reimbursement from PanAgora for any political contribution expenses. Any contributions for which employees seek reimbursement from Putnam is considered a contribution by Putnam and is subject to the corporate political contribution requirements.

B. Personal Contributions. Employees have the right to make personal contributions. However, if employees choose to participate in the political process, they must do so as individuals, not as representatives of PanAgora.

In certain limited circumstances, individual contributions may raise issues under applicable laws regulating political contributions to public officials, or candidates for official positions, who could be in a position to hire PanAgora. As a result, the following rules apply to individual contributions by employees.

1. Prior to making any political contribution to a person or entity with whom PanAgora has a current or proposed business relationship, or who can make or influence decisions to engage PanAgora to provide services, employees must pre-clear the proposed contribution with the Chief Compliance Officer.

2. Employees may not make contributions to candidates or elected officials for the following offices without prior written approval from the Chief Compliance Officer:

1. State or local offices in California, New Jersey, Ohio, or West Virginia

2. State Treasurer in Connecticut or Vermont

3. Any public office in the City of Houston

C. Government Official. Employees must obtain pre-approval from the Code of Ethics Officer prior to providing any gift (including meals, entertainment, transportation or lodging) to any government official or employee.

D. Lobbying. Federal and state law imposes limits and registration requirements on efforts by individuals and companies to influence the passage of legislation or to obtain business from governments. Accordingly, Putnam employees should not engage in any lobbying activities without approval from Putnam’s Director of Government Relations. Lobbying does not include solicitation of investment management business through the ordinary course of business, such as responding to a Request For Proposals (RFPs).

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EXCEPTIONS

None.

COMMENTS

This rule prohibits solicitation on personal letterhead by PanAgora employees except as pre-approved by the Code of Ethics Officer.

Rule 6: Confidentiality of PanAgora Business Information

No unauthorized disclosure may be made by any employee or former employee of any trade secrets or proprietary information of PanAgora or of any confidential information. No information regarding any PanAgora client portfolio, actual or proposed securities trading activities of any PanAgora client, or PanAgora research shall be disclosed outside the PanAgora organization unless doing so has a valid business purpose and is in accord with any relevant procedures established by PanAgora relating to such disclosures.

COMMENT

All information about PanAgora and PanAgora clients is strictly confidential. PanAgora research information should not be disclosed without proper approval and never for personal gain.

Rule 7: Roles At Other Entities

No PanAgora employee shall serve as officer, employee, director, trustee, or general partner of a corporation or entity other than PanAgora, without prior approval of the Code of Ethics Officer. Requests for a role at a publicly-traded company will be closely reviewed and permission will be granted on an ad-hoc basis. [See also Section IV, Rule 5]

IMPLEMENTATION

A. All employees must provide a written request seeking approval from the Code of Ethics Officer if they wish to serve as an employee, officer, director, trustee or general partner of a corporation or entity other than PanAgora. The details of the outside business affiliation must be disclosed in PTA. Click on Certifications/Disclosures/Outside Business Affiliation/start/complete each question/click Submit. A determination will be sent via email.

B. Upon hire, all employees who also hold an outside position must complete an Outside Business Affiliation Disclosure in PTA.

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EXCEPTION

Charitable or Non-profit Exception. This Rule shall not prevent any PanAgora employee from serving as officer, director, or trustee of a charitable or not-for-profit institution, provided that the employee abides by the Code of Ethics and the Policy Statements with respect to any investment activity for which she has any discretion or input as officer, director, or trustee. The pre-clearance and reporting requirements of the Code of Ethics do not apply to the trading activities of such charitable or not-for-profit institutions for which an employee serves as an officer, director, or trustee unless the employee is responsible for day-to-day portfolio management of the account.

COMMENTS

· This Rule is designed to ensure that PanAgora cannot be deemed an affiliate of any issuer of securities by virtue of service by one of its officers or employees as director or trustee.

· Positions with public companies are especially problematic and will normally not be approved.

· Certain charitable or not-for-profit institutions have assets (such as endowment funds or employee benefit plans) which require prudent investment. To the extent that a PanAgora employee (because of her position as officer, director, or trustee of an outside entity) is charged with responsibility to invest such assets prudently, she may not be able to discharge that duty while simultaneously abiding by the spirit of the Code of Ethics and the Policy Statements. Employees are cautioned that they should not accept service as an officer, director, or trustee of an outside charitable or not-for-profit entity where such investment responsibility is involved, without seriously considering their ability to discharge their fiduciary duties with respect to such investments.

Rule 8: Role as Trustee or Fiduciary Outside of PanAgora

No PanAgora employee shall serve as a trustee, executor, custodian, any other fiduciary, or as an investment advisor or counselor for any account outside PanAgora.

EXCEPTIONS

A. Charitable or Religious Exception. This Rule shall not prevent any PanAgora employee from serving as fiduciary with respect to a religious or charitable trust or foundation, so long as the employee abides by the spirit of the Code of Ethics and the Policy Statements with respect to any investment activity over which he has any discretion or input. The pre-clearance and reporting requirements of the Code of Ethics do not apply to the trading activities of such a religious or charitable trust or foundation unless the employee is responsible for day-to-day portfolio management of the account.

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B. Family Trust or Estate Exception. This Rule shall not prevent any PanAgora employee from serving as fiduciary with respect to a family trust or estate, so long as the employee abides by all of the Rules of the Code of Ethics with respect to any investment activity over which he has any discretion.

COMMENT

The roles permissible under this Rule may carry with them the obligation to invest assets prudently. Once again, PanAgora employees are cautioned that they may not be able to fulfill their duties in that respect while abiding by the Code of Ethics and the Policy Statements.

Rule 9: Investment Clubs

No PanAgora employee may be a member of any investment club.

EXCEPTIONS

None.

COMMENT

This Rule guards against the danger that a PanAgora employee may be in violation of the Code of Ethics and the Policy Statements by virtue of his personal securities transactions in or through an entity that is not bound by the restrictions imposed by this Code of Ethics and the Policy Statements. Please note that this restriction also applies to the spouse of a PanAgora employee and any relatives of a PanAgora employee living in the same household as the employee, as their transactions are covered by the Code of Ethics (see page vii).

Rule 10: Business Negotiations For PanAgora

No PanAgora employee may become involved in a personal capacity in consultations or negotiations for corporate financing, acquisitions, or other transactions for outside companies (whether or not held by any PanAgora client), nor negotiate nor accept a fee in connection with these activities without obtaining the prior written permission of the Chief Executive Officer of PanAgora.

EXCEPTIONS

None.

Rule 11: Accurate Records

No employee may create, alter or destroy (or participate in the creation, alteration

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or destruction of) any record that is intended to mislead anyone or to conceal anything that is, or is reasonably believed to be, improper. In addition, all employees responsible for the preparation, filing, or distribution of any regulatory filings or public communications must ensure that such filings or communications are timely, complete, fair, accurate, and understandable.

EXCEPTIONS

None.

COMMENTS

· In many cases, this is not only a matter of company policy and ethical behavior but also required by law. Our books and records must accurately reflect the transactions represented and their true nature. For example, records must be accurate as to the recipient of all payments; expense items, including personal expense reports, must accurately reflect the true nature of the expense. No unrecorded fund or asset shall be established or maintained for any reason.

· All financial books and records must be prepared and maintained in accordance with Generally Accepted Accounting Principles and PanAgora’s existing accounting controls, to the extent applicable.

Rule 12: Family Members’ Conflict Policy

No employee or member of an employee’s immediate family shall have any direct or indirect personal financial interests in companies which do business, with PanAgora unless such interest is disclosed and approved by the Code of Ethics Officer.

Investment holdings in public companies which are not material to the employee are excluded from this prohibition. The Code also provides more detailed supplemental rules to address potential conflicts of interests which may arise if members of employees’ families are closely involved in doing business with Putnam.

Corporate purchase of goods and services

PanAgora will not acquire goods and services from any firm in which a member of an employee’s immediate family serves as the sales representative in a senior management capacity or has an ownership interest in the supplier firm (excluding normal investment holdings in public companies) without permission from the Code of Ethics Officer. Any employee who is aware of a proposal to purchase goods and services from a firm at which a member of the employee’s immediate family meets one of the previously mentioned conditions must notify the Code of Ethics Officer.

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Portfolio Trading

PanAgora will not allocate any trades for a portfolio to any firm that employs a member of an employee’s immediate family as a sales representative to PanAgora (in a primary, secondary or back up role). Any PanAgora employee who is aware that an immediate family member serves as a broker-dealer’s sales representative to Putnam should inform the Code of Ethics Officer.

Definition of Immediate Family

“Immediate family” of an employee means (1) husband or wife of the employee, (2) any child, sibling or parent of an employee and any person married to a child, sibling, or parent of an employee and (3) any other person who lives in the same household as the employee.

Rule 13: Affiliated Entities

With respect to any affiliate of PanAgora that provides investment advisory services and is listed below in Comment 4 to this Rule, as revised from time to time (each a Non-PanAgora affiliate or NPA), No employee shall:

(a) Directly or indirectly seek to influence the purchase, retention, or disposition of, or exercise of voting consent, approval or similar rights with respect to, any portfolio security in any account or fund advised by the NPA and not by PanAgora,

(b) Transmit any information regarding the purchase, retention or disposition of, or exercise of voting, consent, approval, or similar rights with respect to, any portfolio security held in a PanAgora or NPA client account to any personnel of the NPA,

(c) Transmit any trade secrets, proprietary information, or confidential information of PanAgora to the NPA unless doing so has a valid business purpose and is in accord with any relevant procedures established by PanAgora relating to such disclosures,

(d) Use confidential information or trade secrets of the NPA for the benefit of the employee, PanAgora, or any other NPA, or

(e) Breach any duty of loyalty to the NPA derived from the employee’s service as a director or officer of the NPA.

COMMENTS

· Sections (a) and (b) of the Rule are designed to help ensure that the portfolio holdings of PanAgora clients and clients of the NPA need not be aggregated for purposes of determining beneficial ownership under Section 13(d) of the Securities Exchange Act or applicable regulatory or contractual investment restrictions that incorporate such definition of beneficial ownership. Persons who serve as directors or officers of both PanAgora and an NPA should take care to avoid even inadvertent violations of Section (b). Section (a) does not prohibit a PanAgora employee who serves as a director or officer

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of the NPA from seeking to influence the modification or termination of a particular investment product or strategy in a manner that is not directed at any specific securities. Sections (a) and (b) do not apply when a PanAgora affiliate serves as an advisor or sub-advisor to the NPA or one of its products, in which case normal PanAgora aggregation rules apply.

· As a separate entity, any NPA may have trade secrets or confidential information that it would not choose to share with PanAgora. This choice must be respected.

· When PanAgora employees serve as directors or officers of an NPA, they are subject to common law duties of loyalty to the NPA, despite their PanAgora employment. In general, this means that when performing their duties as NPA directors or officers, they must act in the best interest of the NPA and its shareholders. PanAgora’s Compliance Department will assist any PanAgora employee who is a director or officer of an NPA and has questions about the scope of his or her responsibilities to the NPA.

· Entities that are currently non-Putnam affiliates within the scope of this Rule are: Nissay Asset Management Co., Ltd., L.P., and PanAgora Asset Management, Inc.

· Putnam and PanAgora also maintain an information barrier between the investment professionals of each organization regarding investment and trading information.

Rule 14: Computer and Network Use Policies

No employee shall use computer hardware, software, data, Internet, electronic mail, voice mail, electronic messaging (e-mail or cc: Mail), or telephone communications systems in a manner that is inconsistent with their use as set forth in policy statements governing their use that are adopted from time to time by PanAgora. No employee shall introduce a computer virus or computer code that may result in damage to PanAgora’s information or computer systems.

COMMENT

PanAgora’s policy statements relating to these matters are contained in the Computer and Network Use Policy section of the Employee Handbook.

EXCEPTIONS

None.

Rule 15: CFA Institute Code of Ethics

All employees must follow and abide by the spirit of the Code of Ethics and the Standards of Professional Conduct of the CFA Institute. The texts of the CFA Institute Code of Ethics and Standards of Professional Conduct are set forth in

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Exhibit D.

EXCEPTIONS

None.

Rule 16: Privacy Policy

Except as provided below, no employee may disclose to any outside organization or person any nonpublic personal information about any individual who is a current or former client of any PanAgora retail or institutional fund, or current or former client of a PanAgora company. All employees shall follow the security procedures as established from time to time by a PanAgora company to protect the confidentiality of all client account information.

Except as PanAgora’s Compliance Department may expressly authorize, no employee shall collect any nonpublic personal information about a prospective or current client of PanAgora or prospective or current client of a PanAgora company, other than through an account application (or corresponding information provided by the client’s financial representative) or in connection with executing client transactions, nor shall any information be collected other than the following: name, address, telephone number, Social Security number, and investment, broker, and transaction information.

EXCEPTIONS

A. PanAgora Employees. Nonpublic personal information may be disclosed to PanAgora employees in connection with processing transactions or maintaining accounts for shareholders of a PanAgora fund and clients of a PanAgora company, to the extent that access to such information is necessary to the performance of that employee’s job functions.

B. Client Consent Exception. Nonpublic personal information about a client’s account may be provided to a non-PanAgora organization at the specific request of the client or with the client’s prior written consent.

C. Broker or Advisor Exception. Nonpublic personal information about a client’s account may be provided to the client’s broker of record.

D. Third-Party Service Provider Exception. Nonpublic personal information may be disclosed to a service provider that is not affiliated with a PanAgora fund or PanAgora company only when such disclosure is necessary for the service provider to perform the specific services contracted for, and only (a) if the service provider executes PanAgora’s standard confidentiality agreement, or (b) pursuant to an agreement containing a confidentiality provision that has been approved by the Compliance Department. Examples of such service providers include proxy solicitors and proxy vote tabulators, mail services, and providers of other administrative services, and Information Services

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Division consultants who have access to nonpublic personal information.

COMMENTS

· Nonpublic personal information is any information that personally identifies a PanAgora client of a PanAgora company and is not derived from publicly available sources. This privacy policy applies to clients who are individuals, not institutions. However, as a general matter, all information that we receive about a PanAgora client of a PanAgora company shall be treated as confidential. No employee may sell or otherwise provide shareholder or client lists or any other information relating to a client to any marketing organization.

· All PanAgora employees with access to client account information must be trained in and follow PanAgora’s security procedures designed to safeguard that information from unauthorized use. For example, a telephone representative must be trained in and follow PanAgora’s security procedures to verify the identity of a caller requesting account information.

· Any questions regarding this privacy policy should be directed to PanAgora’s Compliance Department. A violation of this policy may be subject to the sanctions imposed for violations of PanAgora’s Code of Ethics.

· Employees must report any violation of this policy or any possible breach of the confidentiality of client information (whether intentional or accidental) to the director in charge of the employee’s business unit. Directors who are notified of such a violation or possible breach must immediately report it in writing to PanAgora’s chief compliance officer and, in the event of a breach of computerized data, PanAgora’s chief technology officer.

Rule 17: Anti-money Laundering Policy

No employee may engage in any money laundering activity or facilitate any money-laundering activity through the use of any PanAgora account or client account. Any situations giving rise to a suspicion that attempted money laundering may be occurring in any account must be reported immediately to the managing director in charge of the employee’s business unit. Managing directors who are notified of such a suspicion of money laundering activity must immediately report it in writing to PanAgora’s chief compliance officer and chief financial officer.

Rule 18: Record Retention

All employees must comply with the record retention requirements applicable to the business unit. Employees should check with their managers or the chief compliance officer of their division to determine what record retention requirements apply to their business unit.

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SECTION IV: Reporting Requirements for All Employees

Reporting of Personal Securities Transactions

Rule 1: Broker Confirmations and Statements

Each PanAgora employee shall ensure that copies of all confirmations for securities transactions for his personal brokerage accounts and brokerage account statements are sent to the PanAgora Compliance Department’s (Code of Ethics Administrator). (For the purpose of this Rule, securities shall also include ETFs, futures, and other derivatives on broad-based market indexes excluded from the pre-clearance requirement.) Statements and confirmations are required for PanAgora or Putnam funds not held at PPA or in a PanAgora retirement plan, as well as for U.S. mutual funds sub-advised by PanAgora.

PanAgora employees must disclose their brokerage accounts in the PTA system and complete all required information which will facilate the instructions to the broker.

EXCEPTION

None.

IMPLEMENTATION

A. PanAgora employees must instruct their broker-dealers to send duplicate statements and confirmations to PanAgora and must follow up with the broker-dealer on a reasonable basis to ensure that the instructions are being followed. For brokerage accounts, PanAgora employees should contact the Code of Ethics Administrator to obtain a letter from PanAgora authorizing the setting up of a personal brokerage account.

B. Statements and confirmations should be submitted to the Code of Ethics Administrator.

C. Failure of a broker-dealer to comply with the instructions of a PanAgora employee to send confirmations shall be a violation by the PanAgora employee of this Rule. Similarly, failure by an employee to report the existence of a personal account (and, if the account is opened after joining PanAgora, failure to obtain proper authorization to establish the account) shall be a violation of this Rule.

D. Statements and confirmations must also be sent for members of an employees’ immediate family, including statements received with respect to a family member’s 401(k) plan at another employer.

COMMENTS

· Transactions for personal accounts is defined broadly to include more than transaction

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in accounts under an employee’s own name. See Definitions.

· Statements and confirmations are required for all personal securities transactions, whether or not exempted or excepted by this Code.

· To the extent that a PanAgora employee has investment authority over securities transactions of a family trust or estate, confirmations of those transactions must also be made, unless the employee has received a prior written exception from the Code of Ethics Officer.

Rule 2: Access Persons – Quarterly Transaction Report

Every Access Person shall file a quarterly report, within fifteen calendar days of the end of each quarter, recording all purchases and sales of any securities for personal accounts as defined in the Definitions. (For the purpose of this Rule, reportable “securities” also includes exchange traded funds (ETF), futures, and any option on a security or securities index, including broad-based market indexes excluded from the pre-clearance requirement and also includes transactions in PanAgora open-end funds if the account for the PanAgora or Putnam funds is not held at PPA or in a PanAgora retirement plan and for transactions in U.S. mutual funds sub-advised by PanAgora.)

EXCEPTIONS

None.

IMPLEMENTATION

All employees required to file such a report will receive by e-mail a blank form at the end of the quarter from the Code of Ethics Administrator. The form will specify the information to be reported. The form shall also contain a representation that employees have complied fully with all provisions of the Code of Ethics.

COMMENTS

· The date for each transaction required to be disclosed in the quarterly report is the trade date for the transaction, not the settlement date.

· If the requirement to file a quarterly report applies to you and you fail to report within the required 15-day period, salary increases and bonuses may be reduced in accordance with guidelines stated in the form. It is the responsibility of the employee to request an early report if he has knowledge of a planned absence, i.e., vacation or business trip.

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Reporting of Personal Securities Holdings

Rule 3: Access Persons – Initial/Annual Holdings Report

Access Persons must disclose all personal securities holdings to the Code of Ethics Officer upon commencement of employment within ten calendar days of hire and thereafter on an annual basis. This requirement is mandated by SEC regulations and is designed to facilitate the monitoring of personal securities transactions. PanAgora’s Code of Ethics Administrator will provide Access Persons with the form for making these reports and the specific information that must be disclosed at the time that the disclosure is required.

Rule 4: Certifications

All employees are required to submit a certification in PTA annually attesting to compliance with all of the conditions of the Code of Ethics.

Rule 5: Outside Business Affiliation

The details of an outside business affiliation must be disclosed in PTA under Certifications/Disclosures/Outside Business Affiliations (see Section III, Rule 7).

Rule 6: Reporting of Irregular Activity

If a PanAgora employee suspects that fraudulent, illegal, or other irregular activity (including violations of the Code of Ethics) might be occurring at PanAgora, the activity should be reported immediately to the managing director in charge of that employee’s business unit. Managing directors who are notified of any such activity must immediately report it in writing to PanAgora’s financial officer and PanAgora’s Chief Compliance Officer.

An employee who does not feel comfortable reporting this activity to the relevant managing director may instead contact the chief compliance officer, the Putnam or MMC Ethics hotlines or the ombudsman.

Rule 7: Ombudsman

Putnam has established a formal Office of the Ombudsman as an additional mechanism for an employee to report an impropriety or conduct that is not in line with the company’s value system. The ombudsman is a person who is authorized to receive complaints or questions confidentially about alleged acts, omissions, improprieties, and broader systemic problems within the organization. Communication with the Ombudsman is confidential.

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SECTION V: Education Requirements

Every PanAgora employee has an obligation to fully understand the requirements of the Code of Ethics. The Rules set forth below are designed to enhance this understanding.

Rule 1: Distribution of Code

A copy of the Code of Ethics will be distributed to every PanAgora employee periodically. All Access Persons will be required to certify annually that they have read, understood, and will comply with the provisions of the Code of Ethics, including the Code’s Policy Statement Concerning Insider Trading Prohibitions.

Rule 2: Annual Training Requirement

Every employee will annually be required to complete training on PanAgora’s Code of Ethics.

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SECTION VII: Compliance and Appeal Procedures

A. Restricted List

No employee may engage in a personal securities transaction without prior clearance. 

B. Consultation of Restricted List

It is the responsibility of each employee to pre-clear through PTA or consult with the Code of Ethics Administrator prior to engaging in a personal securities transaction, to determine if the security he proposes to trade is on the Restricted List and, if so, whether it is subject to the large-cap exception. 

C. Request for Determination

An employee who has a question concerning the applicability of the Code of Ethics to a particular situation shall request a determination from the Code of Ethics Officer before engaging in the conduct or personal securities transaction about which he has a question.

If the question pertains to a personal securities transaction, the request shall state for whose account the transaction is proposed, the relationship of that account to the employee, the security proposed to be traded, the proposed price and quantity, the entity with whom the transaction will take place (if known), and any other information or circumstances of the trade that could have a bearing on the Code of Ethics Officer’s determination. If the question pertains to other conduct, the request for determination shall give sufficient information about the proposed conduct to assist the Code of Ethics Officer in ascertaining the applicability of the Code. In every instance, the Code of Ethics Officer may request additional information, and may decline to render a determination if the information provided is insufficient.

The Code of Ethics Officer shall make every effort to render a determination promptly.

No perceived ambiguity in the Code of Ethics shall excuse any violation. Any person who believes the Code to be ambiguous in a particular situation shall request a determination from the Code of Ethics Officer.

D. Request for Ad Hoc Exemption

Any employee who wishes to obtain an ad hoc exemption under Section I.D., Rule 2, shall request from the Code of Ethics Officer an exemption in writing in advance of the conduct or transaction sought to be exempted. In the case of a personal securities transaction, the request for an ad hoc exemption shall give the same information about the transaction required in a request for determination under number 3 of this section, and shall state why the proposed personal securities transaction would be unlikely to affect a highly institutional market, or is unrelated economically to securities to be purchased, sold, or held by any PanAgora client. In the case of other conduct, the request shall give

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information sufficient for the Code of Ethics Officer to ascertain whether the conduct raises questions of propriety or conflict of interest (real or apparent).

The Code of Ethics Officer shall make reasonable efforts to promptly render a written determination concerning the request for an ad hoc exemption.

E. Appeal to Code of Ethics Officer with Respect to Restricted List

If an employee ascertains that a security that he wishes to trade for his personal account appears on the Restricted List, and thus the transaction is prohibited, he may appeal the prohibition to the Code of Ethics Officer by submitting a written memorandum containing the same information as would be required in a request for a determination. The Code of Ethics Officer shall make every effort to respond to the appeal promptly.

F. Information Concerning Identity of Compliance Personnel

The names of Code of Ethics personnel are available by contacting the Compliance Department and will be published on PAMZone.

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Section VII: Sanctions

Sanctions Guidelines

The Code of Ethics Oversight Committee is responsible for setting sanctions policies for violating the Code. The Committee has adopted the following minimum monetary sanctions for violations of the Code. These sanctions apply even if the exception results from inadvertence rather than intentional misbehavior. The Code of Ethics Officer is authorized to impose the minimum sanction on employees without further Committee action. However, the sanctions noted below are only minimums and the Committee reserves the right to impose additional sanctions such as higher monetary sanctions, trading bans, suspension or termination of employment as it determines to be appropriate.

A. The minimum sanction for a violation of the following Rules is disgorgement of any profits or payment of avoided losses and the following payments:

Section IA, Rule 1 (Pre-clearance and Restricted List)

Section IB, Rule 1 (Short-selling)

Section IB, Rule 2 (IPOs)

Section IB, Rule 3 (Private Placements)

Section IB, Rule 4 (Trading with Inside Information)

Section IB, Rules 6-8 (Holding and trading of Putnam Funds)

Section II, Rule 2 (7-Day Rule)

Section II, Rule 3 (Black-out Rule 

Section II, Rule 4, (Contra-Trading Rule)

Section II, Rule 5 (Trading for personal benefit)

	Director/Officer			PM		Non-Investment Professional
1st violation	$		500	$	250	$	50
2nd	$		1,000	$	500	$	100
3rd		Minimum monetary sanction as above with ban on all new personal individual investments

B. The minimum sanction for violations of all other rules in the Code is as follows:

	Director/Officer			PM		Non-Investment Professional
1st violation	$		100	$	50	$	25
2nd	$		200	$	100	$	50
3rd		Minimum monetary sanction as above with ban on all new personal individual investments

The reference period for determining whether a violation is initial or subsequent will be five years.

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NOTE

These are the sanction guidelines for successive failures to pre-clear personal trades within a two-year period. The Code of Ethics Oversight Committee retains the right to increase or decrease the sanction for a particular violation in light of the circumstances. The Committee’s belief that an employee has violated the Code of Ethics intentionally may result in more severe sanctions than outlined in the guidelines above. The sanctions described in paragraph B apply to Restricted List securities that are: (a) small-cap stocks (i.e., stocks not entitled to the Large Cap exception) and (b) large-cap stocks that exceed the daily 1,000 share maximum permitted under the Large Cap exception. Failure to preclear an otherwise permitted trade of up to 1,000 shares of a large-cap security is subject to the sanctions described above in paragraph A.

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APPENDIX A: Policy Statement Concerning Insider Trading Prohibitions

PREAMBLE

PanAgora has always forbidden trading on material nonpublic information (inside information) by its employees. Tough federal laws make it important for PanAgora to state that prohibition in the strongest possible terms, and to establish, maintain, and enforce written policies and procedures to prevent the misuse of material nonpublic information.

Unlawful trading while in possession of inside information can be a crime. Federal law provides that an individual convicted of trading on inside information may go to jail for a period of time. There is also significant monetary liability for an inside trader; the Securities and Exchange Commission can seek a court order requiring a violator to pay back profits, as well as penalties substantially greater than those profits. In addition private plaintiffs can seek recovery for harm suffered by them. The inside trader is not the only one subject to liability. In certain cases, controlling persons of inside traders (including supervisors of inside traders or PanAgora itself) can be liable for large penalties.

Section 1 of this Policy Statement contains rules concerning inside information. Section 2 contains a discussion of what constitutes unlawful insider trading.

Neither material nonpublic information nor unlawful insider trading is easy to define. Section 2 of this Policy Statement gives a general overview of the law in this area. However, the legal issues are complex and must be resolved by the Code of Ethics Officer. If an employee has any doubt as to whether she has received material nonpublic information, she must consult with the Code of Ethics Officer prior to using that information in connection with the purchase or sale of a security for his own account or the account of any PanAgora client, or communicating the information to others. A simple rule of thumb is if you think the information is not available to the public at large, don’t disclose it to others and don’t trade securities to which the inside information relates.

An employee aware of or in possession of inside information must report it immediately to the Code of Ethics Officer. If an employee has failed to consult the Code of Ethics Officer, PanAgora will not excuse employee misuse of inside information on the ground that the employee claims to have been confused about this Policy Statement or the nature of the information in his possession.

If PanAgora determines, in its sole discretion, that an employee has failed to abide by this Policy Statement, or has engaged in conduct that raises a significant question concerning insider trading, he will be subject to disciplinary action, including termination of employment.

There are no exceptions to this policy statement and no one is exempt.

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APPENDIX A

DEFINITIONS: Insider Trading

Gender references in Appendix A alternate.

Code of Ethics Administrator

The individual designated by the Code of Ethics Officer to assume responsibility for day-to-day, non-discretionary administration of this Policy Statement.

Code of Ethics Officer

The PanAgora officer who has been assigned the responsibility of enforcing and interpreting this Policy Statement. The Code of Ethics Officer shall be the chief compliance officer or such other person as is designated by the chief executive officer of PanAgora. If he or she is unavailable, the Deputy Code of Ethics Officer (to be appointed by the Code of Ethics Officer) shall act in his or her stead.  The Code of Ethics Officer is Louis Iglesias. The Deputy Code of Ethics Officer is Robin Kelly.

Immediate family

Spouse, domestic partner, minor children or other relatives living in the same household as the PanAgora employee.

Purchase or sale of a security

Any acquisition or transfer of any interest in the security for direct or indirect consideration, including the writing of an option.

PanAgora

Any or all of PanAgora, and its subsidiaries, any one of which shall be a PanAgora company.

PanAgora client

Any of the PanAgora clients.

PanAgora employee (or employee)

Any employee of PanAgora.

Security

Anything defined as a security under federal law. The term includes any type of equity or debt security, any interest in a business trust or partnership, and any rights relating to a

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security, such as put and call options, warrants, convertible securities, and securities indexes. (Note: The definition of security in this Policy Statement varies significantly from that in the Code of Ethics. For example, the definition in this Policy Statement specifically includes all securities of any type.)

Transaction for a personal account (or personal securities transaction)

Securities transactions: (a) for the personal account of any employee; (b) for the account of a member of the immediate family of any employee; (c) for the account of a partnership in which a PanAgora employee or immediate family member is a partner with investment discretion; (d) for the account of a trust in which a PanAgora employee or immediate family member is a trustee with investment discretion; (e) for the account of a closely-held corporation in which a PanAgora employee or immediate family member holds shares and for which he has investment discretion; and (f ) for any account other than a PanAgora client account which receives investment advice of any sort from the employee or immediate family member, or as to which the employee or immediate family member has investment discretion. Officers and employees of PIL must also consult the relevant procedures on compliance with U.K. insider dealing legislation set forth in PIL’s Compliance Manual (See Rule 3 of Section IV of the Code of Ethics).

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APPENDIX A

SECTION I: Rules Concerning Inside Information

Rule 1: Inside Information

No PanAgora employee shall purchase or sell any security listed on the Inside Information List (the Red List) either for his personal account or for a PanAgora client.

IMPLEMENTATION

When an employee contacts the Code of Ethics Administrator seeking clearance for a personal securities transaction, the Code of Ethics Administrator’s response as to whether a security appears on the Restricted List will include securities on the Red List.

COMMENT

This Rule is designed to prohibit any employee from trading a security while PanAgora may have inside information concerning that security or the issuer. Every trade, whether for a personal account or for a PanAgora client, is subject to this Rule.

Rule 2: Material, Non-Public Information

No PanAgora employee shall purchase or sell any security, either for a personal account or for the account of a PanAgora client, while in possession of material, nonpublic information concerning that security or the issuer, without the prior written approval of the Code of Ethics Officer.

IMPLEMENTATION

In order to obtain prior written approval of the Code of Ethics Officer, a PanAgora employee should follow the reporting steps prescribed in Rule 3.

COMMENTS

· Rule 1 concerns the conduct of an employee when PanAgora possesses material nonpublic information. Rule 2 concerns the conduct of an employee who herself possesses material, nonpublic information about a security that is not yet on the Red List.

· If an employee has any question as to whether information she possesses is material and/or nonpublic information, she must contact the Code of Ethics Officer in accordance with Rule 3 prior to purchasing or selling any security related to the information or communicating the information to others. The Code of Ethics Officer shall have the sole authority to determine what constitutes material, nonpublic information for the purposes of this Policy Statement.

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Rule 3: Reporting of Material, Non-Public Information

Any PanAgora employee who believes he is aware of or has received material, nonpublic information concerning a security or the issuer shall immediately report the information to the Code of Ethics Officer, the Deputy Code of Ethics Officer or, in their absence, a lawyer in the Putnam Legal and Compliance Department and to no one else. After reporting the information, the PanAgora employee shall comply strictly with Rule 2 by not trading in the security without the prior written approval of the Code of Ethics Officer and shall: (a) take precautions to ensure the continued confidentiality of the information; and (b) refrain from communicating the information in question to any person.

IMPLEMENTATION

A. In order to make any use of potential material, nonpublic information, including purchasing or selling a security or communicating the information to others, an employee must communicate that information to the Code of Ethics Officer in a way designed to prevent the spread of such information. Once the employee has reported potential material, nonpublic information to the Code of Ethics Officer, the Code of Ethics Officer will evaluate whether information constitutes material, nonpublic information, and whether a duty exists that makes use of such information improper. If the Code of Ethics Officer determines either (a) that the information is not material or is public, or (b) that use of the information is proper, he will issue a written approval to the employee specifically authorizing trading while in possession of the information, if the employee so requests. If the Code of Ethics Officer determines (a) that the information may be nonpublic and material, and (b) that use of such information may be improper, he will place the security that is the subject of such information on the Red List.

B. An employee who reports potential inside information to the Code of Ethics Officer should expect that the Code of Ethics Officer will need significant information (and time to gather such information) to make the evaluation described in the foregoing paragraph, including information about (a) the manner in which the employee acquired the information, and (b) the identity of individuals to whom the employee has revealed the information, or who have otherwise learned the information. In appropriate situations, the Code of Ethics Officer will normally place the affected security or securities on the Red List pending the completion of his evaluation.

C. If an employee possesses documents, disks, or other materials containing the potential inside information, an employee must take precautions to ensure the confidentiality of the information in question. Those precautions include (a) putting documents containing such information out of the view of a casual observer, and (b) securing files containing such documents or ensuring that computer files reflecting such information are secure from viewing by others.

D. Members of the executive board of directors and members of chief financial officer’s staff may not trade securities of MMC in the period from the end of each calendar quarter

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to the date of announcement of MMC’s earnings for such quarter.

COMMENTS

While all employees must pre-clear trades of MMC securities and make sure they are not in possession of material inside information about MMC when trading, certain employees who may receive information about PanAgora’s earnings are subject to the rules above concerning trading black out periods.

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APPENDIX A

SECTION II: Overview of Insider Trading

Introduction

This section of the Policy Statement provides guidelines for employees as to what may constitute inside information. It is possible that in the course of her employment, an employee may receive inside information. No employee should misuse that information, either by trading for her own account or by communicating the information to others.

What constitutes unlawful insider trading?

The basic definition of unlawful insider trading is trading on material, nonpublic information (also called inside information) by an individual who has a duty not to take advantage of the information. The following sections help explain the definition.

What is material information?

Trading on inside information is not a basis for liability unless the information is material. Information is material if a reasonable person would attach importance to the information in determining his course of action with respect to a security. Information that is reasonably likely to affect the price of a company’s securities is material, but effect on price is not the sole criterion for determining materiality. Information that employees should consider material includes but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, reorganization, recapitalization, asset sales, plans to commence a tender offer, merger or acquisition proposals or agreements, major litigation, liquidity problems, significant contracts, and extraordinary management developments.

Material information does not have to relate to a company’s business. For example, a 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 reporter for The Wall Street Journal was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Journal’s “Heard on the Street” column and whether those reports would be favorable or not.

What is nonpublic information?

Information is nonpublic until it has been effectively communicated to, and sufficient opportunity has existed for it to be absorbed by, the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the Securities and Exchange Commission, or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal, or other publications of general circulation would be considered public.

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Who has a duty not to “take advantage” of inside information?

Unlawful insider trading occurs only if there is a duty not to take advantage of material nonpublic information. When there is no such duty, it is permissible to trade while in possession of such information. Questions as to whether a duty exists are complex, fact-specific, and must be answered by a lawyer. If you have any doubt, err on the side of caution.

Insiders and Temporary Insiders

Corporate insiders have a duty not to take advantage of inside information. The concept of insider is broad. It includes officers, directors, and employees of a corporation. In addition, a person can be a temporary insider if she enters into a special confidential relationship with a corporation and as a result is given access to information concerning the corporation’s affairs. A temporary insider can include, among others, accounting firms, consulting firms, law firms, banks, and the employees of such organizations. PanAgora would generally be a temporary insider of a corporation it advises or for which it performs other services, because typically PanAgora clients expect PanAgora to keep any information disclosed to it confidential.

EXAMPLE

An investment advisor to the pension fund of a large publicly-traded corporation, Acme, Inc., learns from an Acme employee that Acme will not be making the minimum required annual contribution to the pension fund because of a serious downturn in Acme’s financial situation. The information conveyed is material and nonpublic.

COMMENT

Neither the investment advisor or its employees, nor its clients can trade on the basis of that information, because the investment advisor and its employees could be considered “temporary insiders” of Acme.

Misappropriators

Certain people who are not insiders (or temporary insiders) also have a duty not to deceptively take advantage of inside information. Included in this category is an individual who misappropriates (or takes for his own use) material, nonpublic information in violation of a duty owed either to the corporation that is the subject of inside information or some other entity. Such a misappropriator can be held liable if he trades while in possession of that material, nonpublic information.

EXAMPLE

The Chief Investment Officer of Acme, Inc., is aware of Acme’s plans to engage in a hostile takeover of Profit, Inc. The proposed hostile takeover is material and nonpublic.

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COMMENT

The Chief Investment Officer of Acme cannot trade in Profit, Inc.’s stock for his own account. Even though he owes no duty to Profit, Inc., or its shareholders, he owes a duty to Acme not to take advantage of the information about the proposed hostile takeover by using it for his personal benefit.

Tippers and Tippees

A person (the tippee) who receives material, nonpublic information from an insider or misappropriator (the tipper) has a duty not to trade while in possession of that information if he knew or should have known that the information was provided by the tipper for an improper purpose and in breach of a duty owed by the tipper. In this context, it is an improper purpose for a person to provide such information for personal benefit, such as money, affection, or friendship.

EXAMPLE

The Chief Executive Officer of Acme, Inc., tells his daughter that negotiations concerning a previously announced acquisition of Acme have been terminated. This news is material and, at the time the father tells his daughter, nonpublic. The daughter sells her shares of Acme.

COMMENT

The father is a tipper because he has a duty to Acme and its shareholders not to take advantage of the information concerning the breakdown of negotiations, and he has conveyed the information for an improper purpose (here, out of love and affection for his daughter). The daughter is a tippee and is liable for trading on inside information because she knew or should have known that her father was conveying the information to her for his personal benefit, and that her father had a duty not to take advantage of Acme information.

A person can be a tippee even if he did not learn the information directly from the tipper, but learned it from a previous tippee.

EXAMPLE

An employee of a law firm which works on mergers and acquisitions learns at work about impending acquisitions. She tells her friend and her friend’s stockbroker about the upcoming acquisitions on a regular basis. The stockbroker tells the brother of a client on a regular basis, who in turn tells two friends, A and B. A and B buy shares of the companies being acquired before public announcement of the acquisition, and regularly profit from such purchases. A and B do not know the employee of the law firm. They do not, however, ask about the source of the information.

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COMMENT

A and B, although they have never heard of the tipper, are tippees because they did not ask about the source of the information, even though they were experienced investors, and were aware that the “tips” they received from this particular source were always right.

Who can be liable for insider trading?

The categories of individuals discussed above (insiders, temporary insiders, misappropriators, or tippees) can be liable if they trade while in possession of material nonpublic information.

In addition, individuals other than those who actually trade on inside information can be liable for trades of others. A tipper can be liable if (a) he provided the information in exchange for a personal benefit in breach of a duty, and (b) the recipient of the information (the tippee) traded while in possession of the information.

Most importantly, a controlling person can be liable if the controlling person knew or recklessly disregarded the fact that the controlled person was likely to engage in misuse of inside information and failed to take appropriate steps to prevent it. PanAgora is a controlling person of its employees. In addition, certain supervisors may be controlling persons of those employees they supervise.

EXAMPLE

A supervisor of an analyst learns that the analyst has, over a long period of time, secretly received material inside information from Acme, Inc.’s Chief Investment Officer. The supervisor learns that the analyst has engaged in a number of trades for his personal account on the basis of the inside information. The supervisor takes no action.

COMMENT

Even if he is not liable to a private plaintiff, the supervisor can be liable to the Securities and Exchange Commission for a civil penalty of up to three times the amount of the analyst’s profit. (Penalties are discussed in the following section.)

Penalties for insider trading

Penalties for misuse of inside information are severe, both for individuals involved in such unlawful conduct and their employers. A person who violates the insider trading laws can be subject to some or all of the types penalties below, even if he does not personally benefit from the violation. Penalties include:

· Jail sentences, criminal monetary penalties.

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· Injunctions permanently preventing an individual from working in the securities industry.

· Injunctions ordering an individual to pay over profits obtained from unlawful insider trading.

· Civil penalties substantially greater than the profit gained or loss avoided by the trader, even if the individual paying the penalty did not trade or did not benefit personally.

· Civil penalties for the employer or other controlling person.

· Damages in the amount of actual losses suffered by other participants in the market for the security at issue.

Regardless of whether penalties or money damages are sought by others, PanAgora will take whatever action it deems appropriate (including dismissal) if PanAgora determines, in its sole discretion, that an employee appears to have committed any violation of this Policy Statement, or to have engaged in any conduct which raises significant questions about whether an insider trading violation has occurred.

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APPENDIX B: Policy Statement Regarding Employee Trades in Shares of PanAgora or Putnam Closed-End Funds

Pre-clearance for all employees

Any purchase or sale of PanAgora or Putnam closed-end fund shares by a PanAgora employee must be pre-cleared by the Code of Ethics Officer or, in his absence, the Deputy Code of Ethics Officer. A list of the closed-end funds can be obtained from the Code of Ethics Administrator. The automated pre-clearance system is not available for PanAgora or Putnam closed-end fund clearance. Trading in shares of closed-end funds is subject to all the rules of the Code of Ethics. Contact the Code of Ethics Administrator with these pre-clearance requests.

Special Rules Applicable to Managing Directors of PanAgora Investment Management, LLC and officers of the PanAgora Funds.

Please be aware that any employee who is a director of PanAgora and officers of PanAgora will not receive clearance to engage in any combination of purchase and sale or sale and purchase of the shares of a given closed-end fund within six months of each other. Therefore, purchases should be made only if you intend to hold the shares more than six months; no sales of fund shares should be made if you intend to purchase additional shares of that same fund within six months.

You are also required to file certain forms with the Securities and Exchange Commission in connection with purchases and sales of PanAgora closed-end funds. Please contact the Code of Ethics Officer Administrator for further information.

Reporting by all employees

As with any purchase or sale of a security, duplicate confirmations of all such purchases and sales must be forwarded to the Code of Ethics Officer by the broker-dealer utilized by an employee. If you are required to file a quarterly report of all personal securities transactions, this report should include all purchases and sales of closed-end fund shares.

Certain forms are also required to be filed with the Securities and Exchange Commission in connection with purchases and sales of Putnam closed-end funds. You will be notified by the Code of Ethics Administrator if this applies to you. Please contact the Code of Ethics Officer or Deputy Code of Ethics Officer if there are any questions regarding these matters.

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APPENDIX C: Contra-Trading Rule Clearance Form
To: Code of Ethics Officer
From:
Date:
Re: Personal Securities Transaction of
This serves as prior written approval of the personal securities transaction described below:
Name of portfolio manager contemplating personal trade:
Security to be traded:
Amount to be traded:
Fund holding securities:
Amount held by fund:
Reason for personal trade:
Specific reason sale of securities is inappropriate for fund:
(Please attach additional sheets if necessary.)
Director approval:		Date:
Compliance approval:	Date:

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APPENDIX D: CFA Institute Code of Ethics and Standards of Professional Conduct

The CFA Institute Code of Ethics (Full Text)

Members of the Association for Investment Management and Research shall:

· Act with integrity, competence, dignity, and in an ethical manner when dealing with the public, clients, prospects, employers, employees, and fellow members.

· Practice and encourage others to practice in a professional and ethical manner that will reflect credit on members and their profession.

· Strive to maintain and improve their competence and the competence of others in the profession.

· Use reasonable care and exercise independent professional judgment.

The Standards of Professional Conduct

All members of the Association for Investment Management and Research and the holders of and candidates for the Chartered Financial Analyst designation are obligated to conduct their activities in accordance with the following Code of Ethics. Disciplinary sanctions may be imposed for violations of the Code and Standards.

· Fundamental responsibilities

· Relationships with and responsibilities to a profession

· Relationships with and responsibilities to an employer

· Relationships with and responsibilities to clients and prospects

· Relationships with and responsibilities to the public

· Standards of Practice Handbook

Fundamental Responsibilities

Members shall maintain knowledge of and comply with all applicable laws, rules, and regulations (including AIMR’s Code of Ethics and Standards of Professional Conduct) of any government, governmental agency, regulatory organization, licensing agency, or professional association governing the members’ professional activities.

Not knowingly participate in or assist any violation of such laws, rules, or regulations.

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Relationships with and Responsibilities to the Profession

Use of Professional Designation

AIMR members may reference their membership only in a dignified and judicious manner. The use of the reference may be accompanied by an accurate explanation of the requirements that have been met to obtain membership in these organizations.

Those who have earned the right to use the Chartered Financial Analyst designation may use the marks “Chartered Financial Analyst” or “CFA” and are encouraged to do so, but only in a proper, dignified, and judicious manner. The use of the designation may be accompanied by an accurate explanation of the requirements that have been met to obtain the right to use the designation.

Candidates in the CFA Program, as defined in the AIMR Bylaws, may reference their participation in the CFA Program, but the reference must clearly state that an individual is a candidate in the CFA Program and cannot imply that the candidate has achieved any type of partial designation.

Professional Misconduct

Members shall not engage in any professional conduct involving dishonesty, fraud, deceit, or misrepresentation or commit any act that reflects adversely on their honesty, trustworthiness, or professional competence.

Members and candidates shall not engage in any conduct or commit any act that compromises the integrity of the CFA designation or the integrity or validity of the examinations leading to the award of the right to use the CFA designation.

Prohibition against Plagiarism

Members shall not copy or use, in substantially the same form as the original, material prepared by another without acknowledging and identifying the name of the author, publisher, or source of such material. Members may use, without acknowledgment, factual information published by recognized financial and statistical reporting services or similar sources.

Relationships with and Responsibilities to the Employer

Obligation to Inform Employer of Code and Standards

Members shall inform their employer in writing, through their direct supervisor, that they are obligated to comply with the Code and Standards and are subject to disciplinary sanctions for violations thereof.

Members shall deliver a copy of the Code and Standards to their employer if the

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employer does not have a copy.

Duty to Employer

Members shall not undertake any independent practice that could result in compensation or other benefit in competition with their employer unless they obtain written consent from both their employer and the persons or entities for whom they undertake independent practice.

Disclosure of Conflicts to Employer

Members shall comply with any prohibitions on activities imposed by their employer if a conflict of interest exists.

Disclosure of Additional Compensation Arrangements

Members shall disclose to their employer in writing all monetary compensation or other benefits that they receive for their services that are in addition to compensation or benefits conferred by a member’s employer.

Responsibilities of Supervisors

Members with supervisory responsibility, authority, or the ability to influence the conduct of others shall exercise reasonable supervision over those subject to their supervision or authority to prevent any violation of applicable statutes, regulations, or provisions of the Code and Standards. In so doing, members are entitled to rely on reasonable procedures to detect and prevent such violations.

Relationships with and Responsibilities to Clients and Prospects

Investment Process

REASONABLE BASIS AND REPRESENTATIONS

· Exercise diligence and thoroughness in making investment recommendations or in taking investment actions.

· Have a reasonable and adequate basis, supported by appropriate research and investigation, for such recommendations or actions.

· Make reasonable and diligent efforts to avoid any material misrepresentation in any research report or investment recommendation.

· Maintain appropriate records to support the reasonableness of such recommendations or actions.

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RESEARCH REPORTS

· Use reasonable judgment regarding the inclusion or exclusion of relevant factors in research reports.

· Distinguish between facts and opinions in research reports.

· Indicate the basic characteristics of the investment involved when preparing for public distribution a research report that is not directly related to a specific portfolio or client.

INDEPENDENCE AND OBJECTIVITY

· Members shall use reasonable care and judgment to achieve and maintain independence and objectivity in making investment recommendations or taking investment action.

Interactions with Clients and Prospects

FIDUCIARY DUTIES

In relationships with clients, members shall use particular care in determining applicable fiduciary duty and shall comply with such duty as to those persons and interests to whom the duty is owed. Members must act for the benefit of their clients and place their clients’ interests before their own.

PORTFOLIO INVESTMENT RECOMMENDATIONS AND ACTIONS

Members shall:

· Make a reasonable inquiry into a client’s financial situation, investment experience, and investment objectives prior to making any investment recommendations and shall update this information as necessary, but no less frequently than annually, to allow the members to adjust their investment recommendations to reflect changed circumstances.

· Consider the appropriateness and suitability of investment recommendations or actions for each portfolio or client. In determining appropriateness and suitability, members shall consider applicable relevant factors, including the needs and circumstances of the portfolio or client, the basic characteristics of the investment involved, and the basic characteristics of the total portfolio.

· Members shall not make a recommendation unless they reasonably determine that the recommendation is suitable to the client’s financial situation, investment experience, and investment objectives.

· Distinguish between facts and opinions in the presentation of investment recommendations.

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· Disclose to clients and prospects the basic format and general principles of the investment processes by which securities are selected and portfolios are constructed and shall promptly disclose to clients and prospects any changes that might significantly affect those processes.

FAIR DEALING

Members shall deal fairly and objectively with all clients and prospects when disseminating investment recommendations, disseminating material changes in prior investment recommendations, and taking investment action.

PRIORITY OF TRANSACTIONS

Transactions for clients and employers shall have priority over transactions in securities or other investments of which a member is the beneficial owner so that such personal transactions do not operate adversely to their clients’ or employer’s interests. If members make a recommendation regarding the purchase or sale of a security or other investment, they shall give their clients and employer adequate opportunity to act on their recommendations before acting on their own behalf. For purposes of the Code and Standards, a member is a “beneficial owner” if the member has:

· direct or indirect pecuniary interest in the securities;

· the power to vote or direct the voting of the shares of the securities or investments;

· the power to dispose or direct the disposition of the security or investment.

PRESERVATION OF CONFIDENTIALITY

Members shall preserve the confidentiality of information communicated by clients, prospects, or employers concerning matters within the scope of the client-member, prospect-member, or employer-member relationship unless a member receives information concerning illegal activities on the part of the client, prospect, or employer.

PROHIBITION AGAINST MISREPRESENTATION

Members shall not make any statements, orally or in writing, that misrepresent

· the services that they or their firms are capable of performing;

· their qualifications or the qualifications of their firm;

· the member’s academic or professional credentials.

Members shall not make or imply, orally or in writing, any assurances or guarantees regarding any investment except to communicate accurate information regarding the

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terms of the investment instrument and the issuer’s obligations under the instrument.

DISCLOSURE OF CONFLICTS TO CLIENTS AND PROSPECTS

Members shall disclose to their clients and prospects all matters, including beneficial ownership of securities or other investments, that reasonably could be expected to impair the members’ ability to make unbiased and objective recommendations.

DISCLOSURE OF REFERRAL FEES

Members shall disclose to clients and prospects any consideration or benefit received by the member or delivered to others for the recommendation of any services to the client or prospect.

Relationships with and Responsibilities to the Public

PROHIBITION AGAINST USE OF MATERIAL NONPUBLIC INFORMATION

Members who possess material nonpublic information related to the value of a security shall not trade or cause others to trade in that security if such trading would breach a duty or if the information was misappropriated or relates to a tender offer. If members receive material nonpublic information in confidence, they shall not breach that confidence by trading or causing others to trade in securities to which such information relates. Members shall make reasonable efforts to achieve public dissemination of material nonpublic information disclosed in breach of a duty.

PERFORMANCE PRESENTATION

Members shall not make any statements, orally or in writing, that misrepresent the investment performance that they or their firms have accomplished or can reasonably be expected to achieve. If members communicate individual or firm performance information directly or indirectly to clients or prospective clients, or in a manner intended to be received by clients or prospective clients, members shall make every reasonable effort to assure that such performance information is a fair, accurate, and complete presentation of such performance.

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APPENDIX E: Report of Entertainment Form

This form must be filed with the PanAgora Legal and Compliance Department and sanctions may apply if received after 10 business days of attending an event. Planned absences, i.e., vacations, leaves or business trips are not valid excuses for providing late reports. Failure to meet the deadline violates the Code’s rules.

Send to:

Robin Kelly

OR

Attach to an e-mail to:

rkelly@panagora.com

Name of employee:
Name of party providing entertainment:
Firm:
Person:
Date of entertainment:
Describe entertainment provided:
(e.g., name and location of restaurant, sporting, or cultural event)
Value of entertainment (excluding meals):
Signature:	Date:

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EX-99.B(P)(16)

Exhibit 99.B (p)(16)

AXA Rosenberg Investment Management LLC
Barr Rosenberg Research Center LLC
AXA Rosenberg Global Services LLC

CODE OF ETHICS

January 2005

Updated 2/7/05

1

TABLE OF CONTENTS

Introduction					5
Part 1. General Principles					5
Part 2. Scope of the Code					6
A.		Topics Addressed in the Code			6
B.		Persons Covered by the Code			6
1.Supervised Person					6
2.Access Person					6
3.Family Members					6
C.		Securities Covered by the Code			7
Part 3. Standards of Business Conduct					7
A.		Compliance with Laws and Regulations			7
1.Prohibitions					7
2.Policies and Procedures					8
B.		Conflicts of Interest			8
1.Conflicts Among Client Interests					8
2.Competing with Client Trades					8
3.Other Potential Conflicts Provisions					8
				a.Disclosure of Personal Interest in an Issuer	8
				b.Vendors and Suppliers	8
C.		Insider Trading			8
D.	Personal Securities Transactions				9
1.Prohibited Personal Securities Transactions					9
2.Initial Public Offerings – Pre-Clearance					9
3.Limited or Private Offerings – Pre-Clearance					9
4.Market Timing					9
E.	Gifts and Entertainment				9
1.General Statement					9
2.Gifts					10
3.Cash					10
4.Entertainment					10
5.Additional Provisions					10
			a.Pre-Clearance		10
			b.Reporting		10
			c.Solicited Gifts		10
			d.Referrals		10
			e.Government Officials		10
F.	Political and Charitable Contributions				11

2

G.	Confidentiality		11
1.Firm Duties			11
2.Supervised Persons’ Duties			11
		a.Prohibited Procedures	11
		b.Required Procedures	11
		c.Safeguarding Procedures	12
H.Service on a Board of Directors			12
1.Private Company Going Public			12
I.Other Outside Activities			12
1.General			12
2.Pre-Clearance			13
3.Disclosure			13
J.Marketing and Promotional Activities			13
Part 4. Antitrust and Fairdealing			13
Part 5. Compliance Procedures			13
A.Personal Securities Transactions Procedures and Reporting			13
1.Pre-Clearance Procedures			13
2.Reporting Requirements			14
		a.Holdings Reports	14
		b.Quarterly Transaction Reports	14
		c.Quarterly Brokerage Account Reports	14
		d.Confidentiality of Reports	14
3.Exempt Transactions			14
4.Duplicate Brokerage Confirmations and Statements			14
5.Monitoring of Personal Securities Transactions			15
B.Certification of Compliance			15
1.Initial Certification			15
2.Acknowledgement of Amendments			15
3.Annual Certification			15
Part 6. Recordkeeping			15
Part 7. Form ADV Disclosure			16
Part 8. Administration and Enforcement of the Code			16
A.Training and Education			16
B.Annual Review			16
C.Mutual Funds’ Board Approval			16
D.Report to Mutual Funds’ Board			16

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E.Report to Senior Management	17
F.Reporting Violations	17
1.Types of Reporting	17
2.Confidentiality	17
3.Alternate Designee	17
4.Advice	17
5.Apparent Violations	17
6.Retaliation	17
G.Sanctions	18
H.Further Information Regarding the Code	18
APPENDIX 1. AXA ROSENBERG GROUP POLICY ON PERSONAL TRADING and INSIDER TRADING	19
Part 1. Personal Trading	19
A.Persons Covered by the Policy	19
1. Restricted Persons	19
B.Securities Covered by the Policy	19
C.Pre-Clearance Requirements	20
D.Exemptions	21
1.Pre-Clearance Exemptions	21
2.Reporting Exemptions	22
3.“Good Til Cancel” Trades	22
E.Trading Hours	22
F.Post Trade	22
G.Quarterly Reporting	23
H.Broker Relationships	23
Part 2. Policy on Insider Information	23
A.Prohibition on Trading on Inside Information	23
B.Prohibition on Communicating Inside Information	24

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INTRODUCTION

AXA Rosenberg Investment Management LLC (“AXA Rosenberg”) and Barr Rosenberg Research Center (“Research Center”) are SEC-registered investment advisers and are fiduciaries (collectively, along with AXA Rosenberg Global Services LLC, hereinafter the “Firm”). As fiduciaries, we owe our clients a duty of honesty, good faith, and fair dealing. We must act in the client’s best interests

and avoid or disclose conflicts of interests. In developing our code of ethics, we have strived to implement and give substance to these fundamental principles. This Code of Ethics (the “Code”) was adopted by the Firm in January 2005.

The Firm’s Code of Ethics is designed to:

1.Protect the Firm’s clients by deterring misconduct;

2.            Educate employees regarding the Firm’s expectations and the laws governing their conduct;

3.Remind employees that they are in a position of trust and must act in accordance with this position of trust and responsibility;

4.Protect the reputation of the Firm;

5.Guard against violation of the securities laws; and

6.Establish procedures for employees to follow so that the Firm may determine whether its employees are complying with the Firm’s ethical principles.

It is our goal that the Code be a clear statement of the Firm’s purpose and values and a guiding and evolving document to meet these high standards. In reviewing and incorporating this Code into their work, employees are encouraged to ask questions and provide comment on the Code so that it may become more effective and “living” document.

PART 1.GENERAL PRINCIPLES

As noted in the introduction, the Firm has an overarching fiduciary duty to its clients and it is the obligation of its employees to understand and uphold that fundamental duty.

The Code establishes a set of basic principles to guide all employees regarding the minimum requirements expected of them and is not intended to provide an exhaustive list of all the detailed rules, regulations and legal requirements that may apply. These general principles govern all conduct, whether or not the conduct also is covered by more specific standards and procedures set forth below. Failure to comply with the Firm’s Code of Ethics may result in disciplinary action, including termination of employment. These general principles include:

1.The duty at all times is to place the interests of clients first.

2.The requirement that all personal securities transactions be conducted in such a manner as to be consistent with our Code of Ethics and to avoid any actual or potential conflict of interest or any abuse of an employee’s position of trust and responsibility.

3.The principle that employees should not take inappropriate advantage of their positions.

4.The fiduciary principle that information concerning the identity of security holdings and financial circumstances of clients is confidential.

5.The principle that independence in the investment decision-making process is paramount.

6.A conduct of honesty, integrity, and professionalism.

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PART 2.SCOPE OF THE CODE

A.Topics Addressed in the Code

This Code of Ethics summarizes the values, principles and business practices that guide our business conduct. This Code is intended to address: securities-related conduct, and focus principally on fiduciary duty, personal securities transactions, insider trading, gifts, conflicts of interest, antitrust, and employment practices. Other topics, policies, and procedures are addressed in our Compliance Manual, the Employee Handbook, and other policy and procedures documents of the Firm.

B.Persons Covered by the Code

SEC Rule 204A-1 requires the Code to cover an adviser’s “Supervised Persons.”

1.Supervised Personincludes:

·Directors and officers of the Firm (or other persons occupying a similar status or performing similar functions);

·Employees of the Firm; and

·Any other person who provides advice on behalf of the Firm and is subject to the Firm’s supervision and control.

The Firm has specified additional categories of persons as Supervised Persons or persons and therefore may be subject to the code, including:

·Long-term temporary workers;

·Consultants;

·Independent contractors;

·Certain employees of affiliates; or

·Particular persons designated by the Chief Compliance Officer.

2.Access Personincludes any Supervised Person who:

·has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any fund the adviser or its control affiliates manage; or

·is involved in making securities recommendations to clients, or has access to such recommendations that are nonpublic.

Due to the nature of its business, the Firm considers all Supervised Persons to be an Access Person. Supervised Persons are prohibited from disclosing any investment information obtained in the course of their work with the Firm, except as required by law or as required for legitimate Firm business purposes.

3.Family Members

For purposes of personal securities trading and reporting requirements, terms such as “employee,” “account,” “Supervised Person,” and “Access Person” are defined to

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also include the person’s immediate family living in the employee’s household (including any relative by blood or marriage, or any domestic partner or “significant other” living in the employee’s household), and any account in which he or she has a direct or indirect beneficial interest (such as a trust).

C.Securities Covered by the Code

Please refer to the AXA Rosenberg Group LLC’s Policy on Personal Securities Transactions and Insider Trading (the “Policy”) for Securities Covered by the Code. The Policy is attached as Appendix 1 and is incorporated herein by reference.

PART 3.STANDARDS OF BUSINESS CONDUCT

The Firm is committed to conducting its business according to a high standard of honesty and fairness. This commitment to observing a high ethical standard is designed not only to ensure compliance with applicable laws and regulations in the jurisdictions where we operate, but also to earn and keep the trust of our clients, shareholders, personnel and business partners.

It is the policy of the Firm, as a member of the AXA Rosenberg Group LLC, to conduct its business in accordance with best international practice, and always strictly within the laws of the countries in which it operates, in a manner that manages conflicts of interest appropriately, and seeks to even avoid any appearance of conflict of interest. These are essential for maintaining the reputation, the confidence of clients, and the regulatory licenses, upon which the business of the Firm depends. Employees are expected to observe a high standard of business and personal ethics and to exercise proper judgment in conducting the Firm’s business.

A.Compliance with Laws and Regulations.

Employees shall not engage in any activity which might involve the Firm or such individual in a violation of applicable federal securities laws, or any other federal, state or local law, rule or regulation, either in the United States or elsewhere. Employees are responsible for becoming acquainted with the legal standards and prohibitions applicable to their assigned duties and to conduct themselves accordingly. The Firm’s Legal Group, and, where appropriate, the services of the Firm’s external legal counsel, are available for advice and consultation in this regard.

1.Prohibitions. As part of this requirement, employees are not permitted to:

a.defraud a client in any manner;

bmislead a client, including by making a statement that omits material facts;

c.engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon a client;

d.engage in any manipulative practice with respect to a client; or

e.engage in any manipulative practice with respect to securities, including price manipulation.

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2.Policies & Procedures. The Firm requires employees to adhere to all the Firm’s policies and procedures and to act in the best interests of the Firm’s clients.

B.Conflicts of Interest.

The Firm, as a fiduciary, has an affirmative duty of care, loyalty, honesty, and good faith to act in the best interests of its clients. Compliance with this duty can be achieved by trying to avoid conflicts of interest and by fully disclosing all material facts concerning any conflict that does arise with respect to any client. In addition, employees subject to the Code must try to avoid situations that have even the appearance of conflict or impropriety.

1.Conflicts Among Client Interests. Potential conflicts of interest may arise where the Firm or its employees may seem to have a reason to favor the interests of one client over another client (e.g., accounts compensated by performance fees over accounts not so compensated, accounts in which employees have made material personal investments, accounts of close friends or relatives of Supervised Persons). This Code specifically prohibits inappropriate favoritism of one client over another client that would constitute a breach of fiduciary duty.

2.Competing with Client Trades. This Code prohibits Access Persons from using knowledge about pending or currently considered securities transactions for clients to profit personally, directly or indirectly, as a result of such transactions, including by purchasing or selling such securities. Conflicts raised by personal securities transactions also are addressed more specifically in Section D below.

3.Other Potential Conflicts Provisions. The Code also includes the following additional types of conflicts provisions:

aDisclosure of Personal Interest in an Issuer. The Firm requires that Supervised Persons disclose to the Chief Compliance Officer any material direct or indirect beneficial ownership, business or personal relationship, or other material interest in an issuer or its affiliates. If the Chief Compliance Officer deems the disclosed interest to present a material conflict, the Chief Compliance Officer may need to disclose such interest.

b.Vendors and Suppliers. The Firm requires Supervised Persons to disclose to the Chief Compliance Officer any personal investments or other material interests in vendors or suppliers with respect to which the person negotiates or makes decisions on behalf of the Firm. If the Chief Compliance Officer deems the disclosed interest to present a material conflict, the Chief Compliance Officer may prohibit Supervised Persons with such interests from negotiating or making decisions regarding the Firm’s business with those companies.

C.Insider Trading.

The Firm requires all Access Persons to comply with the Policy regarding Insider Trading.

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D.Personal Securities Transactions.

The Firm requires all Access Persons to comply with the Policy regarding personal securities transactions.

1.Prohibited Personal Securities Transactions. An Access Person is prohibited to purchase or sell, directly or indirectly, any Covered Security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership and which he or she knows (or should have known at the time of such purchase or sale):

a.is being (or is recommended to be) purchased by the Firm on behalf of a client

b.is being (or is recommended to be) sold by the Firm on behalf of a client

c.for any other reason has not been approved by the Chief Compliance Officer (or his or her designated representative).

2.Initial Public Offerings – Pre-Clearance. The Firm requires Supervised Persons to receive written permission from the Chief Compliance Officer prior to acquiring any securities in an initial public offering (“IPO”). Employees must represent to the Chief Compliance Officer that the IPO investment opportunity arises as a result of your outside personal trading activities (unrelated to your position at the Firm) and the Firm’s good faith determination that the investment will not create a material conflict of interest.

3.Limited or Private Offerings – Pre-Clearance. The Firm requires employees to receive written permission from the Chief Compliance Officer prior to acquiring any interest in a limited offering (e.g., private placement). Employees must represent to the Chief Compliance Officer that the investment in a limited offering opportunity arises as a result of your outside personal trading activities (unrelated to your position at the Firm) and the Firm’s good faith determination that the investment will not create a material conflict of interest.

4.Market Timing. The Firm discourages Access Persons from engaging in short-term trading in mutual funds, and requires Access Persons to adhere to the market timing provisions in a fund’s prospectus.

E.Gifts and Entertainment

1.General Statement. A conflict of interest occurs when the personal interests of employees interfere or could potentially interfere with their responsibilities to the Firm and its clients. The overriding principle is that Supervised Persons should not accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could influence their decision-making or make them feel beholden to a person or Firm. Similarly, Supervised Persons should not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to the Firm or the Supervised Person. Therefore, employees should adhere to the conditions below.

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2.Gifts. No Supervised Person may receive any gift, service, or other thing of more than de minimis value(1) from any person or entity that does business with or on behalf of the adviser. No Supervised Person may give or offer any gift of more than de minimis value to existing clients, prospective clients, or any entity that does business with or on behalf of the Firm without pre-approval by the Chief Compliance Officer.

3.Cash. No Supervised Person may give or accept cash gifts or cash equivalents to or from a client, prospective client, or any entity that does business with or on behalf of the Firm.

4.Entertainment. No Supervised Person may provide or accept extravagant or excessive entertainment to or from a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of the Firm. Supervised Persons may provide or accept an entertainment event, such as a sporting event, of reasonable value provide that it is properly reported in accordance with the Firm’s gift policy, as outlined below.

5.Additional Provisions.

a.Pre-Clearance. The Firm requires pre-clearance from the Chief Compliance Officer, or the designated person, of business entertainment events exceeding a reasonable amount in value.

b.Reporting. The Firm requires gifts and entertainment received by employees must be reported. Employees should send an email to Reception, indicating they received or gave a gift. Employees must include:

1.the date they received the gift,

2.the individual/firm who sent them the gift,

3.the approximate value of the gift

4.whether or not the gift was donated to the lottery pool

c.Solicited Gifts. The Firm prohibits employees from using his or her position with the Firm to obtain anything of value from a client, supplier, person to whom the employee refers business, or any other entity with which the Firm does business.

d.Referrals. Supervised Persons may not make referrals to clients (e.g., of accountants, attorneys, or the like) if the Supervised Person expects to benefit in any way.

e.Government Officials. Certain clients of the Firm are state or municipal pension funds; therefore, employees must be aware that certain laws or rules in various jurisdictions may prohibit or limit gifts or entertainment extended to public officials. Please ask your Chief Compliance Officer if you intend to offer a gift to a public official.

(1) De minimis is currently defined as $100.

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F.Political Contributions

No payment of any kind may be made, directly or indirectly, by the Firm or any director, officer or employee to any official of any government or governmental instrumentality, or any political party or official thereof or any candidate for any political office, in any case, whether domestic or foreign, for the purpose of influencing any act or decision in furtherance of the Firm obtaining or retaining business for or with, or directing business to, any person. All activities of the Firm must not violate the provisions for the FCPA – Foreign Corrupt Practices Act.

G.Confidentiality.

Confidential information includes all non-public information that might be of use to competitors, or harmful to the Firm or its clients, if disclosed. It also includes our intellectual property (such as confidential product information, trade secrets, patents, trademarks, and copyrights), business, marketing and service plans, databases, records, salary information, unpublished financial data and reports as well as information that joint venture partners, suppliers or customers have entrusted to us. The obligation to preserve confidential information continues even after your employment with the Firm ends.

1.Firm Duties. The Firm, either contractually or pursuant to its fiduciary obligations, may be required to keep certain information about clients (including former clients) in confidence, including the client’s identity, the client’s financial circumstances, the client’s security holdings, and advice furnished to the client by the Firm.

2.Supervised Persons’ Duties.

a.Prohibited Procedures. As part of or in addition to the Firm’s insider trading procedures, Supervised Persons are prohibited from disclosing to persons outside the Firm any:

(i)material nonpublic information about any client,

(ii)the securities investments made by the Firm on behalf of a client,

(iii)information about contemplated securities transactions,

(iv)information regarding the Firm’s trading strategies, except as required to effectuate securities transactions on behalf of a client, for other legitimate business purposes, or as required by law.

b.Required Procedures. Supervised Person’s must maintain the confidentiality of sensitive non-public and other confidential information entrusted to them by the Firm, and must not disclose such information to any persons except when disclosure is authorized by appropriate officer of the Firm or mandated by law other than to:

(i)other employees who have an “need to know” in connection with their duties,

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(ii)persons outside the Firm (such as attorneys, accountants or other advisers) who need to know in connection with a specific mandate or engagement from the Firm or who otherwise have a valid business or legal reason for receiving it and have executed a confidentiality agreement, if appropriate.

c.Safeguarding Procedures. To safeguard confidential information, employees should observe the following procedures:

(i)Special confidentiality arrangements may be required for certain parties, including outside business associates and governmental agencies and trade associations, seeking access to material non-public information.

(ii)Papers relating to non-public matters should be appropriately safeguarded.

(iii)Appropriate controls for the reception and oversight of visitors to sensitive areas should be implemented and maintained.

(iv)Sensitive business conversations, whether in person or on the telephone, should be avoided in public places and care should be taken when using portable computers and similar devices in public places.

(v)E-mail messages and attachments containing material non-public information should be treated with similar discretion and awareness of the recipients.

H.Service on a Board of Directors.

Because of the potential for conflicts of interest and insider trading problems, the Firm requires employees to receive written permission from the Chief Compliance Officer prior to accepting a position of a publicly–traded company’s board of directors or for any non-public company with which the Firm does business. Employees must represent to the Chief Compliance Officer that the opportunity of the position arises as a result activities unrelated to their position at the Firm, and the Firm’s good faith determination that the position will not create a material conflict of interest.

1.Private Company Going Public. The Firm requires that an employee who is a director of a private company notify the Chief Compliance Officer if the company goes public during his or her term as director.

I.Other Outside Activities.

In addition to addressing service on boards of publicly-traded companies, the Firm has provisions addressing the following issues:

1.General. The Firm prohibits Supervised Persons from engaging in outside business or investment activities that materially interferes or would potentially materially interfere with their duties with the Firm.

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2.Pre-Clearance. The Firm requires employees to receive written pre-clearance from the Chief Compliance Officer or its designated person before engaging in any outside business affiliations, including directorships of private companies, consulting engagements, or public/charitable positions, which create or potentially creates a conflict of interest or an appearance of conflict of interest.

3.Disclosure. Regardless of whether an activity is specifically addressed in the Code, Supervised Persons should disclose any personal interest that might present a conflict of interest or harm the reputation of the Firm or its clients.

J.Marketing and Promotional Activities.

Supervised Persons are reminded that all oral and written statements, including those made to clients, prospective clients, their representatives, or the media, must be professional, accurate, balanced, and not misleading in any material manner.

1.The Firm requires employees must use pre-approved sales literature, marketing and promotional material. Employees must received authorization from the Chief Compliance Officer or its designated person before sending out correspondence, sales literature, marketing, and promotional material that has not been approved, and will be sent to more than one person.

2.The Firm requires that only designated employees communicate with the media.

PART 4.ANTITRUST AND FAIR DEALING

The Firm believes that the welfare of consumers is best served by economic competition. Our policy is to compete vigorously and successfully in today’s increasingly competitive business climate and to do so at all time in compliance with all applicable antitrust, competition and fair dealing laws in all the markets in which we operate. Employees should endeavor to deal fairly with customers, suppliers, competitors and employees. No one should take unfair advantage through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practices.

PART 5.COMPLIANCE PROCEDURES

A.Personal Securities Transaction Procedures and Reporting

1.Pre-Clearance Requirements. The Firm requires that Access Persons obtain preclearance for transactions in Covered Securities as outlined in the Policy.

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2.Reporting Requirements

a.Holdings Reports. The Firm requires Access Persons to submit to the Chief Compliance Officer (or other person designated) a report of all holdings in Covered Securities in which the Access Person has any direct or indirect beneficial ownership within 10 days of becoming an Access Person. Thereafter, Access Persons are required to submit annually such report within 30 days after December 31.

(i)The Holdings Report will include:

·the title and exchange ticker symbol or CUSIP number

·type of security

·number of shares

·principal amount

·the name of entity where the Covered Security is held

·the date the report is submitted

(iii)Current information. The information supplied must be current as of a date no more than 45 days before the annual report is submitted. For new Access Persons, the information must be current as of a date no more than 45 days before the person became an Access Person.

b.Quarterly Transaction Reports. The Firm requires that Access Persons report their quarterly transactions in Covered Securities as outlined in the Policy.

c.Quarterly Brokerage Account Reports. The Code requires Access Persons to disclose the following information about any account opened during the quarter containing securities held for the direct or indirect benefit of the Access Person:

(i)the name of the entity (i.e., broker, dealer or bank) with whom the Access Person established the account;

(ii)the date the account was established; and

(iii)the date the report is submitted.

d.Confidentiality of Reports. This Firm assures Access Persons that their transactions and holdings reports will be maintained in confidence, except to the extent necessary to implement and enforce the provisions of the Code or to comply with requests for information from government agencies.

3.Exempt Transactions. Please refer to the Policy for Exempt Transactions.

4.Duplicate Brokerage Confirmations and Statements. The Firm requires Access Persons to direct their brokers to provide to the Chief Compliance Officer or other designated compliance official, on a timely basis, duplicate copies of confirmations of all personal securities transactions and copies of periodic statements for all securities accounts.

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5.Monitoring of Personal Securities Transactions. The Chief Compliance Officer or other designated person is required to review personal securities transactions and holdings reports periodically. Therefore, the Chief Compliance Officer is responsible for reviewing and monitoring personal securities transactions and trading patterns of Access Persons.

B.Certification of Compliance

1.Initial Certification. The Firm is required to provide all Supervised Persons with a copy of the Code. Therefore, all Supervised Persons are required to certify in writing that they have:

a.received a copy of the Code

b.read and understand all provisions of the Code

c agreed to comply with the terms of the Code

2.Acknowledgement of Amendments. The Firm must provide Supervised Persons with any amendments to the Code, and Supervised Persons should submit a written acknowledgement that they have received, read, and understood the amendments to the Code.

3.Annual Certification. Supervised Persons must annually certify that they have:

a.read, understood, and complied with the Code,

b.submitted all of the reports required by the Code,

c.has not engaged in any prohibited conduct, and

d.are not subject to any of the disciplinary events listed in Item 11 of Form ADV, Part 1 (Disciplinary History).

Conversely, if the Supervised Person is unable to make such a representation, they are required to immediately report any violations to the Chief Compliance Officer.

PART 6.RECORDKEEPING

The Firm will maintain the following records in a readily accessible place:

A.A copy of this Code and each code that has been in effect at any time during the past five years.

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

C.A record of all written acknowledgements of receipt of the Code and amendments for each person who is currently, or within the past five years was, a Supervised Person.

1.These records will be kept for five years after the individual ceases to be a Supervised Person of the Firm.

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

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E.A list of the names of persons who are currently, or within the past five years were, Access Persons;

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

G.A record of persons responsible for reviewing Access Persons’ reports currently or during the last five years.

H.A copy of reports provided to an applicable fund’s board of directors regarding the Code.

PART 7.FORM ADV DISCLOSURE

The Firm is required to include on Schedule F of Form ADV, Part II a description of our Code and to state that the Firm will provide a copy of the Code to any client or prospective client upon request.

PART 8.ADMINISTRATION AND ENFORCEMENT OF THE CODE

A.Training and Education

The Chief Compliance Officer is responsible for training and educating Supervised Persons regarding the Code. Such training will occur periodically, and all Supervised Persons are required to attend any training sessions or read any applicable materials.

B.Annual Review

The Chief Compliance Officer is required to review at least annually the adequacy of the Code and the effectiveness of its implementation.

C.Mutual Funds’ Board Approval

The Firm is a sub-adviser to mutual funds; accordingly, we are required to have our Code approved by the board of directors to the mutual funds we sub-advise. Any material amendments to the Code must also be approved by the boards of such mutual funds.

D.Report to Mutual Funds’ Board

The Firm is a sub-adviser to mutual funds; accordingly, we are required to provide an annual written report to the board of the directors of those funds we sub-advise that describes any issues arising under the Code since the last report, including information about material violations of the code and sanctions imposed in response to such violations. The report must include discussion of whether any waivers that might be considered important by the board were granted during the period. The report must also certify that we have adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

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E.Report to Senior Management

The Global Head Legal and Compliance or the Chief Compliance Officer is required to report to senior management his or her annual review of the Code and to bring material violations to the attention of senior management.

F.Reporting Violations

All Supervised Persons must report violations of the Firm’s Code of Ethics promptly to the Chief Compliance Officer or the Global Head Legal and Compliance (provided the Chief Compliance Officer also receives reports of all violations).

1.Types of Reporting. Supervised Persons are required to report:

a.noncompliance with applicable laws, rules, and regulations;

b.fraud or illegal acts involving any aspect of the Firm’s business;

c.material misstatements in regulatory filings, internal books and records, clients’ records or reports;

d.activity that is harmful to clients, including fund shareholders;

e.deviations from required controls and procedures that safeguard clients and the Firm.

This list is not exhaustive, and is not intended to limit the types of reporting required.

2.Confidentiality. Such reports will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. Employees may anonymously report any such violation (other than an employee’s personal violation).

3.Alternate Designee. In the event the Chief Compliance Officer or the Global Head Legal and Compliance are unreachable, employees may report violations to any member of the Executive Committee (provided the Chief Compliance Officer also receives reports of all violations).

4.Advice. Supervised Persons should seek advice from the Chief Compliance Officer or the Legal group with respect to any action or transaction which may violate the Code and to refrain from any action or transaction with might lead to the appearance of a violation.

5.Apparent Violations. Supervised Persons are required to report “apparent” or “suspected” violations in addition to actual or known violations of the Code.

6.Retaliation. Retaliation against an individual for reporting a violation is prohibited and constitutes a further violation of the Code.

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G.Sanctions

Any violation of the Code may result in disciplinary action that the Firm or the Firm’s designee deems appropriate, including but not limited to a warning, fines, disgorgement, suspension, demotion, or termination of employment. In addition to sanctions, violations may result in referral to civil or criminal authorities where appropriate.

H.Further Information Regarding the Code

Supervised Persons may contact the Chief Compliance Officer or other members of the Legal group for additional information about the Code or any other ethics-related questions.

January 2005

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APPENDIX 1

AXA Rosenberg Group
Policy on Personal Trading and Insider Trading (“the Policy”)

PART I. PERSONAL TRADING

Various restrictions, policies, guidelines and regulations relating to personal trading have either been mandated or suggested by the various regulatory authorities in jurisdictions where the AXA Rosenberg Group LLC and/or its subsidiaries (hereafter collectively referred to as “AXA Rosenberg Group”) are located and/or do business. In response to these various regulatory and advisory schemes, the AXA Rosenberg Group has adopted the following policy on personal trading which applies globally to:

A.Persons Covered by the Policy

1.Restricted Persons includes:

a.Certain directors and officers of AXA Rosenberg Group;

b.employees of AXA Rosenberg Group;

c.employee’s spouse (including any domestic partner or “significant other” of the employee living in the same household as the employee);

d.the employee’s minor children, and/or any other of the employee’s immediate adult family members living in the same household as the employee;

e.any account in which the employee or a Restricted Person is a trustee or beneficiary, or he or she has a direct or indirect beneficial interest;

f.long-term temporary workers;

g.consultants;

h.independent contractors; and

i.Access Persons as defined by the SEC.

Restricted Persons are prohibited from disclosing any investment information obtained in the course of their work with AXA Rosenberg Group, except as required by law or as required for legitimate AXA Rosenberg Group business purposes.

B.Securities Covered by the Policy (“Covered Security”)

A Covered Security means any stock, bond, future, investment contract or any other instrument that is considered a security. The term “covered security” is very broad and includes items you might not ordinarily think of as “securities,” such as:

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1.Stocks (foreign and domestic)

2.Bonds (foreign and domestic)

3.Futures (foreign and domestic)

4.Open end mutual funds and unit trusts (foreign and domestic) that are advised or sub-advised by AXA Rosenberg Group (the Laudus Rosenberg funds, the AXA Enterprise Mid/Small Cap Fund, the AXA Premier VIP Mid/Small Cap Fund, and the AXA Rosenberg Equity Alpha Funds)

5.Options on securities, on indexes, and on currencies (foreign and domestic);

6.All kinds of limited partnerships or limited liability companies, such as a commingled trust (foreign and domestic);

7.Private investment funds, hedge funds, and investment clubs (foreign and domestic).

Covered Security does not include:

1.Direct obligations of a government;

2.Bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt obligations, including repurchase agreements;

3.Shares issued by money market funds;

4.Shares of open-end mutual funds and unit trusts that are not advised or sub-advised by the AXA Rosenberg Group (foreign and domestic);

5.Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are funds advised or sub-advised by the Group;

6.Automatic investment or dividend re-investment plans.

7.Securities held in accounts over which the Restricted Person has no direct or indirect influence or control.

C.Pre-Clearance Requirements

If a Restricted Person wishes to trade a Covered Security, any and all trades must be approved in advance and in writing (electronically or otherwise) by the appropriate compliance officer or other designated employees. (The appropriate compliance officer is the compliance officer or other designated employees(s) in the zone where the security is primarily traded.)

If a Restricted Person is uncertain whether an investment would qualify as an exempt trade outlined above, the employee should contact the designated compliance officer in his or her relevant AXA Rosenberg office.

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A Restricted Person’s personal trade request will be checked against the AXA Rosenberg Group’s systems containing the most recent overnight and real-time recommendations. No trade will be approved for the purchase or cover of a security that is currently being recommended for purchase or cover by AXA Rosenberg Group. Likewise, no trade will be approved for the sale or short of a security that is currently being recommended for sale or short by AXA Rosenberg Group.

If the systems are not recommending the same transaction, the compliance officer will usually approve the trade, although he or she has the discretion and the authority to deny trade approval, even if the systems are not recommending the same or a similar transaction, if the compliance officer believes that the trade would not be in the best interest of the AXA Rosenberg Group or its clients or if for some other reason, the compliance officer believes that trade approval is not appropriate. (For example, if trading in the stock is suspended or limited because of activities related to other members of the AXA Group.) Only after the Restricted Person has received written trade approval from the appropriate compliance officer may the Restricted Person execute the approved personal trade.

For avoidance of doubt, no Restricted Person should request or induce a trader to complete or close out a trade for a client in order for the employee to be able to trade the same security.

D.Exemptions

1.Pre-Clearance Exemptions. Restricted Persons are required to receive pre-clearance approval for all Covered Securities transactions except for the following types of transactions:

a.Purchases or sales over which a Restricted Person exercises no discretion control, including wrap accounts, blind trusts, and discretionary accounts which are managed by third party investment advisers and in which the Restricted Person makes no stock selection recommendations.

b.Purchases or sales pursuant to an automatic investment plan;

c.Purchases effected upon exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuers, and sales of such rights so acquired; *

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

e.Shares of open-end mutual funds and unit trusts that are advised or sub-advised by AXA Rosenberg Group (foreign and domestic); *

f.Certain closed-end index funds; *

g.Unit investment trusts; *

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h.Exchange traded funds that are based on a broad-based securities index; *

i.Futures and options on currencies or an a broad-based securities index; *

j.Transactions in certain types of debt securities (e.g., municipal bonds) *

k.Other non-volitional events, such as assignment of options or exercise of an option at expiration; *

l.Unregistered funds sponsored by AXA Rosenberg Group. *

* You are required to report these transactions on your Quarterly Transaction Reports.

2.Reporting Exemptions. Restricted Persons are not required to submit:

a.A transaction report with respect to transactions effected pursuant to an automatic investment plan including dividend reinvestment plans.

b.Shares of open-end mutual funds or unit trust that are not advised or sub-advised by AXA Rosenberg Group.

3.Good to Cancel Trades. Once a Restricted Person has received approval from the compliance officer for a personal trade request that has been placed as a “good-til-cancel” (“GTC”) trade and stated the limit price, the Restricted Person does not have to receive approval from the compliance officer each day until the order is filled. If, for any reason, the Restricted Person wants to change a pending GTC order (other than canceling the GTC order), that Restricted Person must submit a new request for personal trade approval to the appropriate compliance officer, just as if there had been no prior trade approval.

Execution of a previously approved option or other equities derivative on the expiration day for such option or other equities derivative does not need to receive approval from the compliance officer on the day of execution.

E.Trading Hours

Except as stated in the following paragraph, approval of a Restricted Person’s personal trade is valid only through the end of the trading day in the zone in which the security is primarily traded. Specifically, trades may be approved and are valid as follows: in Orinda between 6:30 a.m. and 1:15 p.m. Orinda time; in London, between 8:30 a.m. and 4:30 p.m. London time; in Tokyo, between 9:00 a.m. and 3:00 p.m. Tokyo time; in Singapore, between 9:00 a.m. and 5:00 p.m. Singapore time; and in Hong Kong, between 10:00 a.m. and 4:00 p.m. Hong Kong time. If the trade is not effected within these hours and the Restricted Person still wants to make the trade the next day (or on any subsequent day), the Restricted Person must again seek approval for the trade.

F.Post Trade

Restricted Persons are required to promptly close out all open trade requests by indicating if the trade was executed, cancelled or expired. Employees will need to provide the following information for trades that have been executed:

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1.the date of the transaction (trade date)

2.the title and exchange ticker symbol or CUSIP number

3.type of security

4.the nature of the transaction (e.g., buy, sell, cover)

5.the price of the security at which the transaction was effected

6.the interest rate and maturity date (if applicable),

7.number of shares

8.principal amount

9.the name of any broker, dealer or bank

10.the date the report is submitted

11.beneficiary of transaction (traded on behalf of)

G.Quarterly Reporting

Quarterly Transaction Reports. Within 20 (twenty) calendar days of the end of each calendar quarter (or before the employee’s last date of employment, which ever is earlier), each Restricted Person should submit to the compliance officer (or other person designated) their transaction report covering all transactions in Covered Securities during the quarter.

(i)The Quarterly Transactions Report will include:

·the date of the transaction (trade date)

·the title and exchange ticker symbol or CUSIP number

·type of security

·the nature of the transaction (e.g., buy, sell, cover)

·the price of the security at which the transaction was effected

·the interest rate and maturity date (if applicable),

·number of shares

·principal amount

·the name of entity where the Covered Security is held

·the date the report is submitted

·beneficiary of transaction (traded on behalf of)

Each Restricted Person shall also complete a “Summary of Personal Transactions” certification and submit it along with their transaction report to the compliance officer who is located in the same office as the employee, regardless of whether the employee has completed any personal trades or not during the quarter. If the Restricted Person made

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any personal trades during the quarter, including trades approved by a compliance officer located in another office, the employee shall indicate so on the “Summary of Personal Transactions” certificate.

H.Broker Relationships

In no event may employee accounts be traded in-house or may the AXA Rosenberg Group’s institutional broker relationships be used to execute employee trades. Employees are responsible for their own broker relationships.

PART 2. POLICY ON INSIDER INFORMATION

A.Prohibition on Trading on Inside Information

The Firm prohibits Restricted Persons from trading, either personally or on behalf of others, while in possession of material, nonpublic information. No trade can be made on the basis of information believed to be “inside information” as commonly defined, regardless of whether that information lies outside of the proprietary valuation models developed by the AXA Rosenberg Group. Some examples: trading on material non-public information on publicly-held companies is inside information and is in violation of the law. Please note that the term “material nonpublic information” relates not only to issuers but also to an adviser’s securities recommendations and client securities holdings and transactions. The Firm also prohibits Restricted Persons from communicating material nonpublic information to others in violation of the law. If it feels like inside information, it probably is. Because the Firm accounts amongst its client-base publicly-traded entities, care should be taken to ensure that no nonpublic information derived from such relationships is inappropriately disclosed.

B.Prohibition on Communicating Inside Information

No employee may communicate to anyone information which that employee believes to be inside information.

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EX-99.B(P)(17)

Exhibit 99.B(p)(17)

ADVISORY EMPLOYEE INVESTMENT

TRANSACTION POLICY

For

BLACKROCK INVESTMENT ADVISER COMPANIES

Revised: February1, 2005

September 30, 2006

April 26, 2007

Table of Contents

I.	PREAMBLE			1
A.		General Principles		1
B.		The General Scope of the Policy’s Application to Personal Investment Transactions		3
C.		The Organization of this Policy		4
D.		Questions		4
II.	LIST OF APPROVED BROKERS			5
III.	PERSONAL INVESTMENT TRANSACTIONS			5
A.		In General		5
B.		Reporting Obligations		5
C.		Prohibited or Restricted Investment Transactions		10
D.		Investment Transactions Requiring Pre-Clearance		10
E.		Ban on Short-Term Trading Profits		13
F.		Blackout Periods		13
IV.	INSIDE INFORMATION AND SERVICE AS A DIRECTOR			14
A.			Inside Information	14
B.			Service as a Director	15
V.	EXEMPTIONS			15
VI.	COMPLIANCE			16
A.		Certifications		16
B.		Supervisory Procedures		17
VII.	EFFECTIVE DATE			20
APPENDIX I				A-1

ADVISORY EMPLOYEE INVESTMENT TRANSACTION POLICY FOR
BLACKROCK INVESTMENT ADVISER COMPANIES

I.PREAMBLE

A.General Principles

This amended and revised Advisory Employee Investment Transaction Policy (the “Policy”) is based on the principle that you, as an Advisory Employee under the control of BlackRock, Inc. (“BlackRock”), owes 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 fiduciary principle as well as

(1) This policy uses a number of capitalized terms,  e.g., Advisor, Advisory Client, Advisory Employee, Beneficial Ownership, Non-Reportable Security, Fixed Income Securities, 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 “Adviser” means any entity under the control of BlackRock, whether now in existence or formed after the date hereof, that is registered as (i) an investment adviser 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 adviser or broker-dealer that has adopted its own employee investment transaction policy.

The term “Advisory Client” means an investment company, whether or not registered with any regulatory authority, an institutional investment client, a personal trust or estate, a guardianship, an employee benefit trust, or another client with which the Adviser 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 Adviser 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 Adviser’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 Adviser; (4) who has line oversight or management responsibilities over employees described in (1), (2) or (3), above; or (5) who has access to non-public information regarding any Advisory Clients’ purchase or sale of securities or non-public information regarding the portfolio holdings of any fund for which an Adviser serves as an investment adviser or any fund whose investment adviser or principal underwriter controls, is controlled by, or is under common control with BlackRock.

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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

(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. The exercise of an option to acquire a Security or Futures Contract is an Investment Transactions in that Security or Futures Contract.

As a general matter, the term “Security” means any stock, note, bond, or share issued by an investment company (including both open-end and closed-end investment companies) advised or sub-advised by BlackRock or an affiliate of BlackRock (“BlackRock Funds”), debenture or other evidence of indebtedness (including any loan participation or assignment), limited partnership interest or investment contract other than a Non-Reportable Security (as defined below). 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, but it may include an interest in a limited liability company (LLC) or in a private investment fund.

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”).

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 Chief Compliance Officer, or his designee, 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 a 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, (4) a trust in which you are a member or your Immediate Family has a pecuniary 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 Advisor Employee who provides information or advice to a Portfolio Manager with respect to the purchase or sale of securities, who helps execute a Portfolio Manager’s decisions, or who directly supervises a Portfolio Manager.

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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.You must conduct all of your personal Investment Transactions in full compliance with this Policy, the BlackRock, Inc. Insider Trading Policy, and the other policies of BlackRock (including the policies that prohibit insider trading or that restrict trading in BLK, BKCC or AHR).  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 act in compliance with the U.S. Federal Securities Laws.  As an Advisory Employee of BlackRock, it is your duty to conduct all activities in a manner that is consistent with Federal Securities Laws, which include the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, as amended (“1940 Act”), the Investment Advisers Act of 1940, as amended (“Advisers Act”), Title V of Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers and any rules adopted thereunder by the Securities and Exchange Commission or the Department of the Treasury.

4.You must not take inappropriate advantage of your position.  The receipt of investment opportunities, 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.

5.You must promptly report any violations of this Policy to the Chief Compliance Officer or his designees.  You must report any violation of which you are aware by any person subject to this Policy.  The Chief Compliance Officer and the Legal and Compliance Department will keep reports of violations and the identity of those reporting violations strictly confidential.  You shall not be subject to any retaliation for reporting a violation in good faith.

B.The General Scope of the Policy’s Application to Personal Investment Transactions

Rule 17J-1 under the 1940 Act and Rule 204A-1 under the Advisers Act require reporting of all personal Investment Transactions in Securities (other than certain “Non-Reportable 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.

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.

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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 Portfolio Managers 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.

As of the effective date of this amended and revised Policy, Sections III and IV of this Policy only apply to you if you are an Advisory Employee (which includes Portfolio Employees).  You are deemed an Advisory Employee unless you have been positively identified by the Chief Compliance Officer or his designee as not being an Advisory Employee.  In addition, there are certain non-U.S. employees who are subject to this Policy due to their involvement with U.S. registered investment advisers.

C.The Organization of this Policy

The remainder of this Policy is divided into four main topics.  Section III concerns personal Investment Transactions. Section IV 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 V outlines the procedure for seeking case-by-case exemptions from the Policy’s requirements.  Section VI summarizes the methods for ensuring compliance under this Policy.  In addition, the following Appendices are a part of this Policy:

I.	Definitions of Capitalized Terms
II.	Acknowledgement of Receipt of The Policy
III.	III-A. Request for Duplicate Broker Reports (For persons not associated with BlackRock Investments, Inc.) III-B. Request for Duplicate Broker Reports (For persons associated with BlackRock Investments, Inc.)
IV.	Fully Discretionary Account Form
V.	Third Party Mutual Funds Advised or Sub-Advised by BlackRock, Inc. Affiliated Advisers

D.Questions

Questions regarding this Policy should be addressed to the Chief Compliance Officer or his designees.  If you have any question regarding the interpretation of this Policy or its application to a potential Investment Transaction, you should consult the Chief Compliance Officer (or his designees) before you execute that transaction.

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II.LIST OF APPROVED BROKERS

All BlackRock employees hired on or after October 2, 2006 will be required to maintain “Personal Accounts” and “Related Accounts” (either referred to as “Account(s)”), as defined below, at one of the following broker-dealers (“Approved Brokers”):

· AG Edwards;

· Charles Schwab;

· E*Trade;

· Fidelity;

· Merrill Lynch;

· Morgan Stanley;

· Scottrade;

· Smith Barney;

· TD Ameritrade; or

· UBS

If any such employee maintains an Account at a broker-dealer other than an Approved Broker, he/she will need to close or transfer the Account to an Approved Broker.  All BlackRock employees hired prior to October 2, 2006 will be required to close or transfer accounts not currently held at one of the Approved Brokers, to an Approved Broker within a specified period of time as determined by BlackRock’s Compliance Committee.

Non-U.S. employees are subject to the Approved Broker requirements of the personal trading policies in their local jurisdictions.

III.PERSONAL INVESTMENT TRANSACTIONS

A.In General

Subject to the limited exclusions 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, Advisory Employees must provide prior notification and receive clearance of certain Investment Transactions in Securities and Futures Contracts that an Advisor holds or may acquire on behalf of an Advisory Client.  (A purchase, sale or exercise of an option is a separate Investment Transaction for purposes of these requirements.)  The details of these reporting and prior notification requirements are described below.

B.Reporting Obligations

I.Use of Approved Brokers

(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.

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Except as otherwise provided, all Personal Accounts and Related Accounts must be held with an Approved Broker. Where transactions are made directly with the issuer in a direct stock purchase plan or Dividend Reinvestment Plan (“DRIP”), or with the mutual fund company (with respect to open-end mutual funds), you must report to BlackRock the information regarding any account with a transfer agent or bank executing such transaction.

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 reported if made through an Approved Broker, bank or transfer agent.

II.Mutual Fund Accounts

Ownership of Open-End Funds advised or sub-advised by BlackRock:

All BlackRock employees are required to make any purchases of shares of the open-end BlackRock Funds (except for shares held in the BlackRock 401(k) Plan) directly through the Fund’s transfer agent, PFPC Inc. (“PFPC”) or Merrill Lynch Pierce Fenner & Smith (“MLPF&S”). Upon commencing employment, you must transfer any existing holdings of shares of open-end BlackRock Funds held in any broker-dealer, trust, custodial or other account into an account at PFPC or MLPF&S. Transactions in shares of open-end BlackRock Funds are not subject to the prior notification requirements as described in Section II.D.1 below. In addition, Advisory Employees are required to report Investment Transactions in, and accounts holding, third-party mutual funds advised or sub-advised by BlackRock. A list of such third-party mutual funds may be found on the BlackRock intranet site (Appendix V).  Employees are not required to report Investment Transactions in mutual funds not advised or sub-advised by BlackRock, but employees are required to report the existence of the account.

III.Initial Report

Within 10 days of becoming an Advisory Employee, you must submit an Initial Holdings Certification (“the Certification”) via BlackRock’s Personal Trading Assistant (“PTA”), the information contained in the Certification must be current as of date no more than 45 days prior to commencing employment or becoming subject to this Policy, 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 Investment Transactions subsequent to the effective dates of those statements.(5)

(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 (including BlackRock Funds) or Future 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 (including BlackRock Funds) or Futures Contracts (whether or not such advice is acted upon).

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This requirement includes accounts held directly with the issuer of the Security in the case of direct stock purchase plans and accounts held directly with open-end mutual funds.

You should also enter into PTA the name of any broker-dealer, bank and/or futures commission merchant and the identifying account 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.

In addition, you must also enter into PTA the following information for each Security or Futures Contract in which you have a Beneficial Ownership interest:

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 the principal amount of debt securities) of the Security or Futures Contract;

3.The custodian of the Security or Futures Contract; and

4.The exchange-ticker symbol or cusip, interest rate and maturity date and, with respect to transactions, the nature of the transaction (buy, sale or other type of acquisition or disposition), price and name of broker-dealer, bank or futures commission merchant effecting the transaction.

IV.New Accounts

Upon the opening of a new Personal Account or a Related Account, or any other account, that holds or is likely to hold a Security, Futures Contract, or Non-Reportable Security in which you have a Beneficial Ownership interest, you must enter into PTA the name of the Approved Broker for that account, the identifying account number for that Personal Account or Related Account, and the date that the account was established.

V.Timely Reporting of Investment Transactions

You must cause each Approved Broker 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 Chief Compliance Officer (or his designee), on a timely basis, duplicate copies of confirmations or all Investment Transactions in that account and of periodic statements but in no event later than 30 days following the end of a calendar quarter for that account (“Duplicate Broker Reports”). Forms for that purpose are attached hereto as Appendix III-A and Appendix III-B.

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In addition, you must report, on a timely basis, but in no event later than 30 days, any Investment Transaction in a Security or Futures Contract in which you have or acquired a Beneficial Ownership interest that was made without the use of an Approved Broker.

VI.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 will most likely require you to provide, or arrange for, the broker-dealer, bank or futures commission merchant, copies of reports for any of these accounts 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.

VII.Annual Holdings Report

You must report to the Chief Compliance Officer, or his designee, on an annual basis, holdings of all Securities and Futures Contracts in which you have a Beneficial Ownership Interest.  This requirement can generally be satisfied by causing each broker-dealer, bank or futures commission merchant that maintains a Personal Account and/or a Related Account, or any other account that holds a Security or Futures Contract in which you have a Beneficial Ownership interest, to provide to the Chief Compliance Officer (or his designee), on a timely basis, Duplicate Broker Reports in accordance with the requirements under Section III.B.4. above. If you have a Beneficial Ownership interest in a Security or Futures Contract that is not held in an account with an Approved Broker from whom the Chief Compliance Officer (or his designee) receives a periodic statement of your Personal Account and/or Related Accounts, you must disclose this information on the Annual Holdings Report filed via PTA in accordance with the requirements under Section VI.A.2 of this Policy.  The information in the Annual Holdings Report must be current as of a date no more than 45 days before the report is submitted.

You must supply, where indicated on the Annual Holdings Report, the following information for each Security or Futures Contract for which you had any Beneficial Ownership interest:

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 the principal amount of debt securities) of the Security or Futures Contract;

3.The custodian of the Security or Futures Contract; and

4.The exchange-ticker symbol or cusip, and for debt securities the interest rate and maturity date.

The reporting requirements of this Section 7 do not apply to securities issued by an investment company sponsored by the Adviser that is exempt from registration under the 1940 Act, as amended, or securities of commingled investment vehicles sponsored by the Adviser that are held in BlackRock’s 401(k) Plan.

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VIII.Exemptions From Investment Transaction 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 Non-Reportable Securities nor need you furnish, or require a broker-dealer or futures commission merchant to furnish, confirmations of Investment Transactions in Non-Reportable Securities.(7) This includes, but is not limited to, Investment Transactions in U.S. Government securities, money market interests, or shares in registered open-end investment companies (i.e., mutual funds) not advised or sub-advised by BlackRock or its affiliates and shares of unit investment trusts that invest exclusively in open-end funds, none of which are advised or sub-advised by BlackRock or an affiliate of BlackRock.

IX.Consultants

Consultants may be required to comply with the Policy depending on the nature of the work they perform for BlackRock and the sensitivity of the information used by the consultants to perform their duties.  The Chief Compliance Officer or his designee will determine whether a particular consultant is to be included under the Policy.

(6) The term “Fully Discretionary Account” means a Personal Account or Related Account managed or held by a broker-dealer, futures commission merchant, investment adviser or trustee as to which neither you nor an Immediate Family member: (a) exercise 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 Chief Compliance Officer (or his designee) must receive and approve a written notice, in the form attached hereto as Appendix IV, that the account meets the foregoing qualifications as a Fully Discretionary Account.  You are not permitted to invest in securities issued, sponsored or managed by BlackRock, Inc. or its investment advisory companies, its parent, subsidiaries or affiliates, any investment advisory company or broker-dealer affiliated with BlackRock, Inc., Anthracite Capital, Inc. (“Anthracite”) or any closed-end or open-end BlackRock Funds, in a Fully Discretionary Account.)

(7) The term “Non-Reportable Security” means any Security (as defined in Appendix I) not included within the definition of Security in SEC Rule 17j-1(a)(4) under the 1940 Act, as amended, or within the definition or Reportable Security in Rule            204A-1(e)(10) under the Advisers Act, as amended, including:

1.A direct obligation of the Government of the United States;

2.Shares of money market funds;

3.Shares of registered open-end investment companies, other than those for which BlackRock or an affiliate of BlackRock acts as investment adviser, sub-adviser or principal underwriter;

4.High quality short-term debt instruments, including, but not limited to, bankers’ acceptances, bank certificates of deposit, commercial paper and repurchase agreements;

5.Shares of authorized unit trusts, open-end investment companies (“OEICs”), other than those for which BlackRock or an affiliate of BlackRock acts as investment adviser or sub-adviser, and direct obligations of the Government of the United Kingdom; and

6.Shares of unit investment trusts that are invested exclusively in one or more registered open-end investment companies, none of which are advised by BlackRock or an affiliate of BlackRock.

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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, or (iii) a building society to its depositors.

2.Limited Offerings

If you are a Portfolio Employee, you may not acquire Beneficial Ownership of any Security in a Limited Offering, or subsequently sell that interest, unless you have received the prior written approval of the Chief Compliance Officer (or his designee) by completing the Private Placement Questionnaire.  Limited Offerings, which are also referred to as “private placements” are offerings that are exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 thereunder.

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 Limited Offering, you must disclose that investment to the Chief Compliance Officer 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 Pre-Clearance

You must submit a pre-clearance form via PTA and receive clearance of any Investment Transaction (including gifts of Securities) 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 “excluded from prior notification and clearance” in SectionIII.D.2. The purpose of prior notification is to permit the Chief Compliance Officer (or his designee) 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.

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1.Prior Notification and Clearance Procedure

Prior notification must be given by completing and submitting a pre-clearance form via PTA. No Investment Transaction requiring prior notification and clearance may be executed prior to the “Approval” status being displayed on the transaction screen on PTA, or receipt of the Approval email from PTA.

The time and date of that notice will be reflected on the Approval email sent by PTA to the Advisory Employee. Unless otherwise specified, an Investment Transaction requiring prior notification and clearance 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 Chief Compliance Officer (or his designee) 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 PTA that the prior notification process has been competed is no longer effective if you discover, prior to executing your Investment Transaction, that the information on your prior pre-clearance form is no longer accurate, or if the Chief Compliance Officer (or his designee) revokes his or her notice for any other reason.

The Chief Compliance Officer (or his designee) 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 Chief Compliance Officer (or his designee) will determine via PTA whether there is a pending buy or sell order in the same equity Security (except for orders of securities included in the S&P 100 Index or in the FTSE 100 Index), or a Related Security, on behalf of an Advisory Client.(8)  If such an order exists, the pre-clearance request will receive a “Denied” message on the transaction screen on PTA.

2.Transactions, Securities and Futures Contracts Excluded from Prior Notification and Clearance

Prior notification and clearance 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 Excluded from Prior Notification and Clearance

Prior notification and clearance 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 Chief Compliance Officer or his designee. (You are not permitted to invest in securities issued, sponsored or managed by

(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.

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BlackRock, Inc. or its investment advisory companies, subsidiaries or affiliates, any investment advisory company or broker-dealer affiliated with BLK, BKCC, AHR or any closed-end or open-end BlackRock Funds, in a Fully Discretionary Account.

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 BlackRock, Inc. under the BlackRock, Inc. Employee Stock Purchase Plan, or matching shares of BlackRock, Inc. in BlackRock’s 401(k) Plan or similar transactions of employer stock purchased and sold through employer benefit plans in which the spouse of a BlackRock employee may participate.

6)Investment Transactions in 529 Plans or Direct Stock Purchase Plans that have been approved by the Chief Compliance Officer or his designee.

7)Automatic investments by direct debit into a personal equity plan (“PEP”), or similar type of plan in Non-Reportable Securities if the pre-notification process was completed for the first such investment.

8)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), and who does not have access to non-public Advisory Client information as described under (5), under the term Advisory Employee as defined in Appendix I.

9)Investment Transactions in the following four (4) Exchange Traded Funds (“ETFs”): the Nasdaq-100 Index Tracking Stock (“QQQQ”), SPDR Trust (“SPY”), DIAMONDS Trust, Series I (“DIA”), and the iShares S&P 500 Index Fund (“IVV”).  Any questions about whether an ETF not listed in this Section III.D.2. (a) is excluded from prior-notification and clearance should be directed to the Chief Compliance Officer or his designee.

10)Other purchases or sales which are non-volitional on the part of the employee (e.g., an in-the-money option that is automatically exercised by the broker; a security that is called away as the result of an exercise of an option; or a security that is sold by a broker without employee consultation to meet a margin call not met by the employee).

b)Securities Excluded from Prior Notification and Clearance

Prior notification and clearance is not required for an Investment Transaction in securities issued by an open-end registered investment company (including open-end BlackRock Funds) or in Non-Reportable Securities, as defined in Appendix I, e.g., U.S. Government securities and “high quality short-term debt instruments.” Prior notification and clearance is required for Investment Transactions in BlackRock Closed-End Funds.

c)Futures Contracts Excluded from Prior Notification and Clearance

Prior notification and clearance is not required for an Investment Transaction in the following Futures Contracts:

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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 Index, the Dow Jones Industrial Average or NASDAQ 100 Index; and

7)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 or sale, or the sale and purchase, within 60 calendar days, of the same Securities and/or Related Security.  Any such short-term trade must be reversed or unwound, or if that is not practical, the profits must be disgorged and distributed in a manner determined by the CCO.

This short-term ban does not apply to Investment Transactions in Non-Reportable 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 and Clearance (as described above in Section III.D.2.(a)), a transaction in a Fully Discretionary Account or a transaction excluded from the “blackout” periods pursuant to Section III.F.2 below. Finally, the short-term trading ban does not apply to a purchase or sale of shares of open-end BlackRock Funds or to any shares of BlackRock, Inc. However, trading in BlackRock, Inc. stock remains subject to the restrictions in BlackRock’s Section 16 Policy and Insider Trading Policy. Trading in BlackRock open-end Funds is subject to the Policy Involving Certain Trading Activity in Shares of BlackRock Funds, and the restrictions and redemption fees set forth in each fund’s prospectus.

You are considered to profit from a short-term trade if Securities of which you have Beneficial Ownership (including Securities held by Immediate Family member) 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 or any Adviser (the “Specific Knowledge Blackout Period”).

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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 considering or which you have considered and rejected for purchase or sale for an Advisory Client within the previous 15 calendar days (the “15-Day Blackout Period”) unless the Chief Compliance Officer or his designee, 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”).

For Portfolio Employees or Portfolio Managers, the Chief Compliance Officer (or his designee) 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 not 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.Non-Reportable Securities, as defined in Appendix I;

b.Securities of a company included in the Standard & Poor’s 100 (S&P 100) Index. (S&P 100 securities are subject to the Policy’s prior notification and clearance requirements.);

c.A Futures Contract Excluded from Prior Notification under this Policy (as described in Section III.D.2.(c));

d.A Fully Discretionary Account;

e.Securities of a company included in the Financial Times Stock Exchange 100 Index (FTSE 100 securities are subject to the Policy’s prior notification and clearance requirements); and

f.Exchange Traded Funds Excluded from Prior Notification under this Policy (as described above in Section III.D).

IV.INSIDE INFORMATION AND SERVICE AS A DIRECTOR

A.Inside Information

As an employee of BlackRock, Inc., you must comply with the BlackRock, Inc. Insider Trading Policy, Confidentiality Policy and Portfolio Information Distribution Guidelines. Copies of these Policies and Guidelines were furnished to all

(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(a)(10) 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.”

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employees at the time of their adoption and is furnished or made available to all new employees at the commencement of their employment.  In addition, as an Advisory Employee, you must notify the General Counsel or Chief Compliance Officer (or their designees) of BlackRock if you receive or expect to receive material non-public information about an entity that issues securities.  The General Counsel in cooperation with the Chief Compliance Officer 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.

The General Counsel, in cooperation with the Chief Compliance Officer, or their designees, 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 Chief Compliance Officer (and his designees) which he conducts investigations or reviews related to the Prior Notification Procedure and Clearance described previously in Section III.D.1 or the Post-Trade Monitoring and Investigations 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 (other than an entity sponsored by BlackRock) unless you have received the prior written approval of the General Counsel of BlackRock or his designee.  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 an information barrier or other procedures determined by the General Counsel of BlackRock or his designee.  In general, the information barrier 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; and

3.An undertaking not to participate in discussions with or decisions by other Advisory Employees relating to the entity on whose board you serve.

V.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 a Non-Reportable Security) or a Futures Contract from the Policy’s reporting requirements. Exemptions from the Policy’s prior notification and clearance 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

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involve a realistic possibility of violating eh 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 Chief Compliance Officer or his designee, who will promptly forward that written request to the members of the Compliance Committee.

VI.COMPLIANCE

A.Certifications

1.Upon Receipt of this Policy

Upon commencement of your employment or the effective date of this Policy, whichever occurs later and upon any material amendments of this Policy, all Advisory Employees will be required to acknowledge receipt of their copy of this Policy by submitting a certification via BlackRock University or via New Employee Orientation.  By that acknowledgment, you will also agree:

a.To read the Policy, to make a reasonable effort to understand its provisions, and to ask the Chief Compliance Officer (or his designee) questions about those provisions you find confusing or difficult to understand.

b.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.

c.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.

d.To cooperate fully with any investigation or inquiry by or on behalf of the Chief Compliance Officer (or his designees) 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 the disciplinary action, including dismissal.  The most current Policy is posted on the BlackRock web.

2.Annual Certification of Compliance

You are required to certify on an annual basis, via PTA, 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 period to which it applies, 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, or any other accounts, that hold or are likely to hold a Security, Futures Contract or Non-Reportable Security 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 Adviser with respect to such Personal Accounts and Related Accounts or other accounts.  If you have a Beneficial

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Ownership interest in a Security or Futures Contract that is not reported to the Chief Compliance Officer, or his designee, on a periodic basis through Duplicate Broker Reports, you must add this holding to PTA, and certify it at the time you make your Annual Certification of Compliance.  The information in the Annual Holdings Report must be current as of a date no more than 45 days before the report is submitted.

B. Supervisory Procedures

1.The Compliance Committee

The Policy will be implemented, monitored and reviewed by the Compliance Committee.  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 implement any procedures reasonably necessary to prevent violations of the Policy. The designee of 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 Chief Compliance Officer for all Advisors.

2.The Chief Compliance Officer

The Chief 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 Chief Compliance Officer (or his designees) will forward a copy of the Policy to each Advisory Employee and will notify each person designated as a Portfolio Employee or Portfolio Manager.  The Chief 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 Chief Compliance Officer (or his designees) will attempt to answer any questions from an Advisory Employee regarding the interpretation or administration of the Policy.  When necessary or desirable, the Chief Compliance Officer will consult with the Compliance Committee about such questions.  The Chief Compliance Officer may designate one or more Assistant Compliance Officers to whom the Chief Compliance Officer may delegate any of the duties described in this paragraph or in the succeeding paragraphs, and who shall be empowered to act on the Chief Compliance Officer’s behalf when the Chief Compliance Officer is absent or Compliance personnel will submit pre-clearance requests via PTA, but will not be allowed to pre-approve their own transactions.

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3.Post-Trade Monitoring and Investigations

The Chief Compliance Officer (or his designees) will review PTA and other information supplied for each Advisory Employee so that the Chief 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 Chief Compliance Officer suspects that the Policy may have been violated, the Chief Compliance Officer (or his designees) will perform such investigations and make such inquiries as he or she considers necessary.  You should expect that, as a matter of course, the Chief Compliance Officer will make inquiries regarding any personal Investment 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 Chief Compliance Officer reaches a preliminary conclusion that an Advisory Employee may have violated this Policy, the Chief 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 Chief Compliance Officer’s preliminary conclusion.  The Chief Compliance Officer may also report his preliminary conclusion and the information relating to that preliminary conclusion to the Advisor’s auditors, attorneys and regulators.

Promptly after receiving the Chief Compliance Officer’s report of a possible violation of the Policy, the Compliance Committee, with the aid and assistance of the Chief 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

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view to making a profit on the anticipated market action of a transaction by an Advisory Client, your efforts to cooperate with the Chief 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 Material Violations

In a timely manner, and not less frequently than annually, the designee of 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 material violation of the Policy by an advisory employee to that investment company and sanctions imposed in response to the material violation.  Evidence suggesting violations of criminal laws will be reported to the appropriate authorities, as required by applicable law.

6.Reports of Material Changes to the Policy

Within a reasonable period of time of making any material change to the Policy, but in no event longer than six months after making a material change, the designee of the Compliance Committee will report to the Management Committee of BlackRock, and to the directors/trustees of each investment company that is an Advisory Client, the nature of such changes.

7.Annual Reports

The designee of 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:

(i)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;

(ii)Certify that the Advisor has adopted and implemented such procedures as are reasonably necessary to prevent Advisory Employees from violating this Policy;

(iii)Describe any issues arising under the Policy since the last report, including, but not limited to, information about any material violations of the Policy or procedures and the sanctions imposed in response to those violations; and

(iv)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.

8.Records

The Chief Compliance Officer or his designees shall maintain records in the manner and to the extent set forth below, these records shall be available for examination by representatives of the Securities and Exchange Commission.

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(i)As long as this Policy is in effect, a copy of it shall be preserved in an easily accessible place;

(ii)The following records must be maintained in an easily accessible place for five years after the end of the fiscal year in which the event took place;

a.A copy of any other Advisory Employee Investment Transaction Policy which has been in effect;

b.The names of any Compliance Officers that were responsible for reviewing Duplicate Broker Reports and other transaction and holding information;

c.The names of any Compliance Officers that were responsible for maintaining the records set forth in this Section.

d.A record of any decision, and the reasons supporting the decision, to approve the acquisition by an Advisory Employee of a Beneficial Ownership in any Security in an initial public offering or limited offering;

e.A record of any violation of this Policy, and of any action taken as a result of such violation;

f.A list of all Advisory Employees who have been, subject to this Policy;

g.A record of each holdings report made by an Advisory Employee; and

h.A record of all written Acknowledgements by Advisory Employees of receipt of the Policy.

(iii)The following records must be maintained for five years after the end of the fiscal year in which the event took place, the first two years in an appropriate and easily accessible office of the Advisor:

a.A copy of each Duplicate Broker Report and other transaction and holding information submitted to the Compliance Officer responsible for reviewing Reports; and

b.A copy of each annual written report submitted by the Compliance Committee to the management committee of BlackRock and to the directors or trustees of each investment company that is an Advisory Client.

VII.EFFECTIVE DATE

The provisions of this Policy were effective on October 1, 1998, as amended March 1, 2000, February 1, 2005, September 30, 2006 and April 26, 2007.

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APPENDIX I

Definitions of Capitalized Terms

The following definitions apply to the capitalized terms used in the Policy: 

Adviser

The term “Adviser” means any entity under the control of BlackRock, whether now in existence or formed after the date hereof, that is registered as (i) an investment Adviser 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 Adviser or broker-dealer that has adopted its own employee investment transaction policy.  

Advisory Client

The term “Advisory Client” means an investment company, whether or not registered with any regulatory authority, an institutional investment client, a personal trust or estate, a guardianship, an employee benefit trust, or another client with which the Adviser 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 Adviser, or any other person identified as a “control person” on the Form ADV or the Form BD filed by the Adviser 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 Adviser’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 Adviser; (4) who has line oversight or management responsibilities over employees described in (1), (2) or (3) above; or (5) who has access to non-public information regarding any Advisory Clients’ purchase or sale of securities, or non-public information regarding the portfolio holdings of any fund for which an Adviser serves as investment adviser or any fund whose investment adviser or principal underwriter controls, is controlled by, or is under common control with BlackRock.

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 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 Chief Compliance Officer or his designee 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)

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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 a pecuniary interest, or (5) an investment club in which you are a member.  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.

Chief Compliance Officer

The term “Chief 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.

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.

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. 

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 managed or held by a broker-dealer, futures commission merchant, investment Adviser or trustee as to which neither you nor an Immediate Family Member (as defined

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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 Chief Compliance Officer (or his designee) must receive and approve a written notice, in the form attached hereto as Appendix IV, that the account meets the foregoing qualifications as a Fully Discretionary Account.  You are not permitted to invest in securities issued, sponsored or managed by BlackRock, Inc. or its investment advisory companies, subsidiaries or affiliates, including any investment advisory company or broker-dealer affiliated with BlackRock, Inc. (BLK), BlackRock Kelso Capital Corp. (BKCC), Anthracite Capital, Inc. (AHR) or any closed-end or open-end BlackRock Funds, in 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 Chief Compliance Officer (or his designee) 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 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.

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Limited Offering

The term “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, Rule 505, or Rule 506 thereunder.

Non-Reportable Security

The term “Non-Reportable Security” means any Security (as defined below) not included within the definition of Security in SEC Rule 17j-1(a)(4) under the Investment Company Act of 1940, as amended, or within the definition of Reportable Security in Rule 204A-1(e)(10) under the Investment Advisers Act of 1940, as amended, including:

1.  A direct obligation of the Government of the United States;

2.  Shares of money market funds;

3.  Shares of registered open-end investment companies other than those for which BlackRock or an affiliate of BlackRock acts as investment adviser or sub-adviser;

4.  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 categories by a Nationally Recognized Statistical Rating Organization, or which is unrated but is of comparable quality;

5.  Shares of authorized unit trusts, open-ended investment companies (OEIC’s), other than those for which BlackRock or an affiliate of BlackRock acts as investment adviser or sub-adviser, and direct obligations of the Government of the United Kingdom; and

6.  Shares of unit investment trusts that are invested exclusively in one or more registered open-end investment companies, none of which are advised by BlackRock or an affiliate of BlackRock.

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 (including BlackRock Funds) or Future 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

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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 Advisory Employee Investment Transaction Policy.

Portfolio Employee

The term “Portfolio Employee” means a Portfolio Manager or an Advisory Employee who provides information or advice to a Portfolio Manager with respect to the purchase or sale of securities, 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 Adviser 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 (including BlackRock Funds) or Future 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, share issued by an investment company (both open-end and closed-end investment companies) in which BlackRock or an affiliate of BlackRock serves as investment adviser, sub-adviser or principal underwriter (“BlackRock Funds”), debenture or other evidence of indebtedness (including any loan participation or assignment), limited partnership interest, or investment contract, other than a Non-Reportable 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.

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As a technical matter, the term “Security” has the meaning set forth in Section2(a)(36) of the Investment Company Act of 1940, which defines a Security to mean:

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 a Non-Reportable Security (as defined above), a Futures Contract (as defined above), or a physical commodity (such as foreign exchange or a precious metal).

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EX-99.B(P)(18)

Exhibit 99.B(p)(18)

Fidelity International Limited

CODE OF ETHICS

Effective February 6th, 2006

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Fidelity Code of Ethics

FIDELITY’S COMMITMENT TO ETHICS

Our company’s commitment to the highest standards of integrity and loyalty to customers and shareholders is underscored by our name – Fidelity. We are known by our decisions and actions, as a company and as individuals.

In the financial services industry the major asset of any company is its reputation. The Code not only underlines Fidelity’s commitment to keeping the Fidelity reputation untarnished, but also provides a framework in which employees can manage their personal affairs in a way consistent with that reputation.

All employees of Fidelity International Limited and its subsidiary companies (Fidelity) are bound by this Code of Ethics which sets out the standards we expect from you in personal account trading, managing conflicts of interest, and receiving gifts and hospitality. Parts of the Code apply, not only to you as an employee, but also to close relatives, spouses, domestic partners, and others in whose affairs you could have a beneficial interest.

As an officer, director, or employee of Fidelity, you have a fiduciary duty never to place your own personal interests above the interests of Fidelity’s clients, which include shareholders of funds managed or advised by Fidelity. This means never taking unfair advantage of your relationship to Fidelity in attempting to benefit yourself or another party. It also means never acting in a way that interferes or conflicts with Fidelity’s business or the interests of its customers. The accompanying Code of Ethics enables the company and its employees to behave in a way that does not conflict – or appear to conflict - with the interests of our clients. Among other things, engaging in market timing or late trading of Fidelity Funds is prohibited.

We believe that customer interests can be protected even when employees make personal investments, exchange gifts or engage in outside activities, but there must be limits.

No written Code can anticipate all activity that would conflict (or might appear to conflict) with the interests of Fidelity or its clients. Fidelity employees are expected to understand and respect the spirit of the rules – and always to act in a way that demonstrates our commitment to our customers and to doing the right thing. Any activity that compromises Fidelity’s integrity, even if it doesn’t violate the Code, has the potential to harm Fidelity’s reputation and may result in scrutiny or further action from the Code of Ethics Oversight Group (the EOG) or Compliance.

The Code does not create any obligation to any person or entity other than Fidelity. The Code may be modified at any time and Fidelity reserves the right to decide whether the Code applies to a specific situation and how it should be interpreted.

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THE STRUCTURE OF THE CODE

MAIN BODY	This contains the main body of the Code and applies to all Fidelity employees
PART 2	Contains the general administrative procedures for the Code as well as the rules on Gifts and Hospitality and again applies to all Fidelity employees
PART 3	Contains the special supplements for specific countries
PART 4	Appendices
THE FORMS	A full set of all the forms you may need

CONTENTS
THE MAIN BODY
1.	Introduction	3
2.	Who must follow the Code	4
3.	Basic Rules	6
4.	Holding Securities	7
5.	Trades which are subject to the Code	8
	[Taking Stock - Before You Can TradeZ	9
6.	Trades which are not allowed	10
7.	Trades which need special permission	13
8.	Times when you are not allowed to trade	14
9.	How to trade	17
	[Taking Stock - After You Have TradedZ	19

Read the Code carefully. It is an important document that forms part of your contract of employment with Fidelity. In fact, we ask you to confirm to us each year that you have read and understood the Code. This is for your own protection as a serious breach of the Code can lead to a fine or even dismissal. In some jurisdictions breaches of parts of the Code may be a criminal offence.

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1.             INTRODUCTION

The purpose of the Code is to provide a framework within which you can conduct your personal affairs without coming into conflict with our duties to our customers. A lot of the Code covers your own trades in stocks and shares, but some of it (Part 2) also covers receiving gifts and invitations to sporting and other events. It is your responsibility to familiarise yourself with the Code.

Many of our regulators require Fidelity to have such a Code, but Fidelity has always believed in the principles set out in the Code. We look after the savings and pensions of many hundreds of thousands of people and we have a duty to safeguard these and not to use them to our personal advantage.

As a result there may be times when you, or a member of your close family, will not be allowed to buy or sell a particular share. This could be because we are trading in that share on behalf of our customers. We do not want to put that customer trade at risk. Neither do we want to give the impression that we are using knowledge of what we are doing for customers to make a profit or avoid a loss in our personal trading.

Fidelity actively discourages the giving and receiving of business-related gifts and hospitality. This is to avoid potential conflicts of interest or bias in trading with outside suppliers and external relationships. Fidelity’s Gifts and Hospitality Policy, which is separate from this Code and can be found at Section 2 of Part 2, sets forth the specific policies, restrictions and procedures to be observed by employees with respect to business-related gifts and related matters.

We also recognise that there are times when it might cause hardship for you to follow the Code to the letter. In exceptional circumstances we can establish special approvals that are consistent with the principles of the Code and the interests of our customers. If you have a problem you must raise it as early as possible with your local Ethics Officer.

A final word…

The Code cannot cover every situation that might come up. It is up to you to behave responsibly and for you to follow the Code. Even if you have received some permission you still must make sure that what you plan to do is allowed under the Code. This is your personal responsibility. If you are in doubt or have a question contact your local Ethics Officer BEFORE you do anything. Their contact details are set out in Appendix A of Part 4.

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2.             WHO MUST FOLLOW THE CODE

All employees of Fidelity have to follow the Code. The Code also covers members of your immediate family, spouses and domestic partners and others living in the same house. It will also cover trading in stocks and shares where you have a financial interest. Appendix B of Part 4 sets out when the Code will apply to someone other than you. This can be a complex area and if you are in any doubt as to whether a particular person is covered by the Code you must ask your local Ethics Officer (see Appendix A of Part 4). Broadly, if something applies to you, it applies to your immediate family and domestic partners in the same household, but you should read Appendix B carefully.

You are told when you join Fidelity which employee category you fall into. This category will also apply to people who must follow the Code because of Appendix B. Your category is important because there are some rules in the Code that only apply to particular categories of employees.

There are four main categories:

·              Non-Access Persons

·              Access Persons

·              Investment Professionals

·              Senior Executives

The categories are based on what sort of work you do and what sort of information you have access to. So when you change jobs or the type of work you do, your category may also change.

If you fall within more than one category, your category is the more restrictive category – with Investment Professionals being the most restrictive. You may also be placed in a particular category by designation of your local Compliance Department. This can include non-employees (such as independent contractors) who could have access to sensitive fund information.

Please note:

·All Investment Professionals and Senior Executives are also Access Persons. Some parts of the Code only apply to Investment Professionals and Senior Executives.

·Some people may also be categorised as a Senior Executive or Investment Professional even when not falling into one of the descriptions. If this happens to you, you will be told in writing.

Non-Access Persons

You are a Non-Access Person if: you do not have access to any information, either via systems or physical access, which could be regarded as Fidelity proprietary information and which might be relevant to a trading decision; and you have been specifically notified by your local Ethics Officer of your status.

Access Persons

All employees of any Fidelity company who are not a Non-Access person and all directors of such companies

All directors of a Fidelity Fund

If you are a director who has signed a separate letter you are treated as a different category. Details can be found in Appendix C of Part 4.

Everyone in Fidelity has to follow the Access Person rules (except where you are a Non-Access person), but some will also have to follow the rules of another category – see below.

Investment Professionals

You are an Investment Professional if you are:

·      A portfolio manager

·      A research analyst or associate

·      A trader or a trading assistant

·      A member of an asset allocation group

·      A member of the Portfolio Management Services group

Senior Executives

You are a Senior Executive if you are:

·      A board director of any Fidelity company

·      A director or VP of such a company

·      In the Fund Treasurer’s Department

·      In the Compliance or Legal Departments

·      In the Internal Audit, Risk or Security Departments

·      In the Fund Accounting Department

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Special categories

If you are a director or an employee of the following companies you must read and also follow (if appropriate) the relevant supplement in Part 3.

1.Fidelity Investments Securities Investment Trust Co. Ltd

2.Fidelity Investments Securities (Taiwan) Ltd

3.Fidelity Investments Advisory Company (Korea) Limited

4.Fidelity Investments Japan and Fidelity Securities K.K.

5.Fidelity Investment Services GmbH and Fidelity Investments International – Niederlassung Frankfurt

6.Fidelity Investment Management GmbH

7.Fidelity Investissements SAS and Fidelity Gestion

8.Fidelity Business Services India Pvt. Ltd.

9.Fidelity Fund Management Pvt. Ltd., India

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3.BASIC RULES

3.1         Complying with legislation

As well as following the Code and other company-wide policies, you must follow your local laws and regulations.

3.2         Reporting violations to Compliance

If you become aware that you have broken the Code you must immediately inform your local Ethics Officer providing full details.

If you become aware that someone else has broken the Code, you should consult the Workplace Concerns Policy, a link to which can be found on the Code of Ethics website.

3.3.Agreeing to follow the Code

Even though the Code forms part of your contract of employment, when you start work at Fidelity, and again each year, you’re required to sign an Acknowledgment Form (Form A), in which you formally certify that:

·you understand and will comply with all provisions that apply to you

·Fidelity may monitor records of your personal trading

·you will comply with any new or existing provisions that may become applicable to you in the future

New employees must complete and submit the Acknowledgment Form within 10 days of hire.

Existing employees are to acknowledge their acceptance of the Code every year by January 28^th unless otherwise notified.

The Acknowledgment Form (Form A) must be completed online and can be found on the Code of Ethics website.

Failure to complete and file the forms can lead to disciplinary action

3.4Information you have to supply

There are three specific types of information you must disclose with your Acknowledgement Form if applicable:

· Brokerage accounts. 

· Accounts with shares of Fidelity Funds (both open and closed end funds), including accounts held at Fidelity or FundsNetwork (plus most recent statement). These must include wrapped accounts, such as PEP, ISA, pension and PEA accounts which can hold Fidelity Funds, but not including your Fidelity pension scheme account.

· Accounts with shares of FMR Funds.

· Any holdings of Reportable Securities not held in such accounts (such as certificate shares, private placements, or interests in a company or partnership). Information about these holdings must be no more than 45 days old when you submit it.

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4.            HOLDING SECURITIES

You must follow this section if you hold any Reportable Securities

Definition

In this document, the term “brokerage account” means an account which has the capacity to trade Reportable Securities. As well as traditional stockbroker accounts this includes registrar accounts, nominee accounts, accounts at investment trust providers, PEP and ISA accounts, dematerialised accounts, pension, Child Trust Fund (CTF) accounts, and any other account which has trading functionality. Accounts that are restricted to trading only shares of open-ended funds are not considered brokerage accounts.

This section covers not only accounts and holdings under your own name or control, but accounts and holdings in which you have a beneficial interest (see Appendix B of Part 4).

4.1While employed at Fidelity, you must maintain your brokerage accounts at a Broker that has agreed to provide duplicate reporting and do all your trades through that account.

Your local Ethics Officer (Appendix A of Part 4) can provide you with the relevant paperwork or contact for setting up an account. A list of Approved Brokers is at Appendix D of Part 4.

4.2Unless your broker agrees in writing to provide duplicate reporting to your local Ethics Officer you must either:

·sell all holdings through the external brokerage account and close the external account; or

·transfer your holdings to a broker who has agreed to provide duplicate reporting to your local Ethics Officer and close the external account.

4.3This process must be completed within two months of your start date. Once the external brokerage account has been closed you must provide evidence of the account closure to your local Ethics Officer. If you require more than two months, you must seek Special Approval.

4.4To request special approval, you must complete the Special Approval Request Form (Form I). Approval may not always be given. If given, it will usually be subject to special conditions. Approval is subject to review and can be withdrawn if circumstances change. If you break any special conditions that we might set you will be treated as having broken the Code itself. The processing time for Special Approval requests is normally 5 business days of receipt of all required documentation.

4.5Brokers send to Fidelity reports of trades on your account and regular statements. By opening an account at a Broker who has agreed to provide duplicate reporting you agree that we can receive these documents and permit us access to all account information relating to your period of employment with Fidelity. If for some reason the Broker does not provide the report we may ask you to move your account to a broker that will provide duplicate reporting, and you must respond promptly.

FIDELITY’S COMMITMENT

Should you, or someone in whose account you have a beneficial interest, be charged a fee (such as an account closeout or transfer fee) during the transfer process of the brokerage account, you can seek reimbursement from Fidelity for all reasonable charges.

See Form J for more details.

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5.            WHICH TRADES ARE SUBJECT TO THE CODE

Any trade in a Reportable Security is covered by the Code whether directly held or held through a wrapper such as a PEP, PEA, ISA or pension account. A purchase or a sale of an investment that is not a Reportable Security is not covered by the Code. Virtually all securities are Reportable Securities.

Reportable security INCLUDES:

·Shares of Fidelity Funds (except Fidelity cash funds)

·Interests in Fidelity’s deferred compensation plan reflecting hypothetical investments in Fidelity Funds

·Any open-ended fund advised by Fidelity

·If you manage or advise a Fidelity Fund of funds the target funds of that fund of funds

·Interests in a variable annuity or unit-linked life policy specifically linked to a Fidelity Fund

·Shares of FMR Funds (except money market funds)

·Shares or stock (in public and private companies)

·Corporate and municipal bonds

·Options on securities (including options on stocks and stock indexes)

·Single-stock futures

·Single-stock contracts for differences

·Shares of Exchange Traded Funds

·Shares of closed-end funds and Investment Trusts (including Fidelity’s listed in the UK)

·Government bonds other than those deemed non-reportable as outlined in the opposite column, and

·Any other instrument not specifically excluded

Reportable security DOES NOT INCLUDE:

·Shares issued by cash funds (including Fidelity cash funds)

·Shares or units in non-Fidelity open-ended funds or unit trusts

·Government Securities issued by the USA, Japan and members of the European Economic Area – see below

·Securities issued by agencies of these governments which have a remaining maturity of one year or less

·Debt instruments in Indian Rupees issued by the Government of India, the Reserve Bank of India, or Post Offices owned by the Government of India

·Life assurance and other policies without specific underlying Fidelity Funds

·Bank savings or current accounts

·Certificates of Deposit and other money market investments such as commercial paper

·Securities issued by companies in the Fidelity Group to you as compensation or a benefit associated with your employment

·Securities issued as a form of deferred compensation until that security has passed its vesting date.

·Commodities (such as agricultural products or metals), and futures and options on commodities traded on a commodities exchange.

Definition:

Fidelity Fund: Any fund, whether an investment trust, unit trust, or other pool of assets that is advised or sub-advised by Fidelity.

Austria	Belgium	Czech Republic	Denmark	Estonia	EEA
Finland	France	Germany	Greece	Hungary	Countries
Iceland	Ireland	Italy	Latvia	Liechtenstein
Lithuania	Luxembourg	Malta	Netherlands	Norway
Poland	Portugal	Slovakia	Slovenia	Spain
Sweden	United Kingdom

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TAKING STOCK – BEFORE YOU CAN TRADE

YOU MUST HAVE COMPLETED THE FOLLOWING STEPS

·	Know what category of employee you are and whether any of the special supplements apply to you.	See Section 2
·	Read and understood the Basic Rules.	See Section 3
·	Completed the online Acknowledgement Form and provided any information regarding holdings you have in any accounts which are in your name, or in which you have a beneficial interest.
·	Opened an account with a Broker who has agreed in writing to provide the Ethics Office with duplicate reporting for the account. You may only trade through a Broker who has agreed to and does give duplicate reporting.	See Section 4
·	Read and understood the definition of Reportable Security as it relates to the trade you want to do.	See Section 5
YOU NOW NEED TO
·	Understand whether the trade is one that is allowed by the Code.	See Section 6
·	Confirm whether you need special permission.	See Section 7
·	Confirm whether, at the time you want to trade there are any restrictions.	See Section 8
·	Obtain pre-clearance approval.	See Section 9

HELPFUL TIPS

·      If you do not know which employee category you belong to, contact your local Ethics Officer for guidance.

·      If you do not know whether a particular country supplement applies to you, contact your local Ethics Officer.

·If you are investing in a non-Fidelity fund or unit trust check the prospectus to see if it is advised by Fidelity. If you are unsure, contact your local Ethics Officer.

·If you are invested in a variable annuity or unit-linked life policy, check the prospectus to see if any of its underlying assets are to be held in funds advised by Fidelity. If you are unsure, contact your local Ethics Officer.

·      Allow 5 business days (from the date all required information was provided) for the processing of any Special Approval requests.

For Compliance Department details see Appendix A of Part 4

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6.            TRADES WHICH ARE NOT ALLOWED

Important Note:

Even if you obtain pre-clearance to do anything listed below, that is no defence. It is your responsibility to make sure you do not carry out a trade which is not allowed or you will have breached the Code.

Certain types of trades are not permitted under any circumstances. It is not possible to set out every type of trade that is inappropriate so the list below may be added to from time to time.

6.1Insider Trading

You must not trade (or encourage someone else to trade) if you have inside information which is relevant to the security. In some countries trading on inside information is a criminal offence. In all countries trading with inside information may lead to disciplinary action being taken. A summary of insider trading law is in Appendix E of Part 4.

6.2Using your knowledge of fund trades

You may not use your knowledge of transactions in funds or other accounts advised by Fidelity to profit from the market effect of these transactions. Providing others with information of fund transactions is prohibited.

6.3Undue influence

The funds and accounts advised by Fidelity must act in the best interests of their shareholders and clients. Accordingly, you are prohibited from influencing any of these funds or accounts to act for the benefit of any other party other than its shareholders or clients.

For example, you may not influence a fund to buy, sell, or refrain from trading a security in order to affect that security’s price or to advance your own interests or the interests of a party that has or seeks to have a business relationship with Fidelity.

6.4Late trading and short term trading in funds

Any transactions in a Fidelity Fund of a type or pattern that could be regarded as detrimental to other shareholders or that could in any way be regarded as representing a conflict of interest with Fidelity’s fiduciary obligations is prohibited. This includes late trading, short-term trading or market timing transactions and extends to Fidelity Funds held in a retirement or savings plan (such as a defined contribution pension scheme, ISA, PEP or PEA).

Fidelity will examine any pattern of transactions with regard to their size, frequency and the funds dealt for the purposes of determining whether unacceptable trading has occurred. Except for Fidelity cash funds, selling or switching out of a Fidelity Fund within 30 days of investing will be presumed to be short-term trading and is therefore prohibited. An explanation will be required for any such trading and any profits may be forfeit in addition to any other disciplinary action that might be appropriate. Monthly savings plans investing in Fidelity Funds in accounts held at Fidelity and regularly scheduled subscriptions/redemptions to these Fidelity Funds are generally exempted from this section.

6.5          Investment Clubs etc.

You must not invest in or through investment clubs and similar groups.

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6.6Spread Betting

Any form of spread betting based on Reportable Securities is prohibited.

6.7Short sales

You are not allowed to take a short position in a security that exceeds the same account’s long position in that security. This includes purchasing naked/uncovered put options or selling naked/uncovered call options.

Covered short sales (refer to definition at right) are permitted, as are short strategies involving the following indexes: S&P 100, S&P 500, S&P Midcap 400, FTSE 100 and Nikkei 225.

Definitions:

Selling short:- Selling securities that you do not own at the time you sell it.

Covered short sale: -Selling short a security while holding the same number of that security or more in your account.

6.8Hedge Funds

You must not invest in hedge funds.

Exceptions:

·Funds regulated by an OECD regulator

·Funds domiciled in a non-OECD country (eg Cayman Islands) but managed by a fund manager who is regulated in an OECD country may be given Special Approval by the Ethics Office.

6.9Certain Options and Futures

You are not allowed to purchase put or sell call options or futures on Stock Market indices other than the following:

·FTSE 100

·Nikkei 225

·S&P 100, S&P Midcap 400 and S&P 500

6.10        Investments in brokers

You must not purchase investments in a stockbroker, securities trader or broker dealer which appears on the restricted list kept by Global Compliance. This list changes, so if you want to buy shares in such a company you must first of all check with your local Compliance contact (see Appendix A of Part 4).

6.11Derivatives to evade the Code

You must not trade in any derivative of a Reportable Security which has the effect of evading the requirements of the Code. This includes all types of derivatives.

6.12Good-until-cancelled

You must not place good-until-cancelled orders as they may inadvertently cause you to violate the pre-clearance provisions of this Code.

6.13Exercising discretion for others

You may not exercise investment discretion over accounts in which you have no beneficial interest, unless your situation falls within the limited circumstances described in Appendix H of Part 4 and you have obtained prior written approval from your local Ethics Officer.

6.14High volumes of trading

Fidelity believes that a very high volume of personal trading can be time consuming and increases the possibility of actual or apparent conflicts with portfolio transactions. An unusually high level of personal trading activity is discouraged and may be monitored by

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the Ethics Office. It may lead to the taking of appropriate action under the Code. In general, anyone placing more than 25 trades in a quarter should expect additional scrutiny of their trades.

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7.             TRADES WHICH NEED SPECIAL PERMISSION

Important Note:

Even if you obtain pre-clearance to do anything listed below, that is not sufficient to meet the requirements of this section. It is your responsibility to make sure you obtain these special permissions or you will have breached the Code.

You may only execute certain types of trades if you get permission, and permission will not always be granted.

7.1Initial Public Offerings (IPOs)

You are generally not allowed to participate in an initial public offering (IPO) where no public market in a similar security of the issuer previously existed. This rule applies to equity securities, corporate debt securities, and free stock offers though the Internet. You can only buy shares or bonds in an IPO, privatisation or flotation of shares if you have written approval from the Ethics Office. Please refer to Appendix H of Part 4 for further details.

7.2Thailand International Fund

You must obtain permission in writing before trading in this fund as Fidelity carries out administration and accounting services for the fund.

The rest of this section applies to Investment Professionals

and Senior Executives only

7.3Private placements etc.

You must get prior permission to invest in any private placement or other private securities transaction not issued by a Fidelity company. This is to ensure that any placement is considered, first of all, for Fidelity’s funds and accounts. A checklist for such trades is included in Form D. This must be completed by you and forwarded to your Director or Department Head and then to the local Ethics Officer (see Appendix A of Part 4) before you commit to invest.

If approval is granted you must report the actual purchase to your local Ethics Officer within ten working days. If afterwards you are involved in managing or advising a Fidelity Fund or segregated account investing in the same company you:

·Must declare your interest

·Have the holding independently reviewed by the Chief Investment Officer and Ethics Office.

7.4Look through entities etc.

If you wish to participate in a private investment arrangement organised as a U.S. “look through” entity, you must obtain permission from the Bermuda Ethics Office. A “look through” entity is a tax pass through entity such as a partnership, limited liability corporation (LLC), joint venture taxed as a partnership or a U.S. corporation taxed as an “S” corporation. The information memorandum for the investment should explain its U.S. tax status. This is to help us avoid disadvantageous tax consequences for Fidelity International Limited that could arise in certain circumstances.

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8.             TIMES WHEN YOU ARE NOT ALLOWED TO TRADE

Important Note:

Even if you obtain pre-clearance to do anything listed below that is no defence. It is your responsibility to make sure you do not trade when you should not, or you will have breached the Code.

8.1          General Prohibitions for all employees

You are not allowed to trade when:

·You have inside information

·You know that a fund or account will be trading in that (or a related) security

·You have knowledge that a fund or account has just traded in that (or a related) security

8.2Restricted Securities

You must not trade in a security that Fidelity has restricted (e.g. Colt). Trading in securities subject to this section is only permitted during trading windows as notified by Compliance.

The following parts of this section apply to certain categories of employees only, as follows:

	Senior Executives	All Investment Professionals	Portfolio Managers	Research Analysts
The Two Day Rule	YES	YES	YES	YES
The Seven Day Rule	NO	NOT ALL	YES	NO
The Affirmative Duty Rule	NO	NOT ALL	YES	YES
Reviewing Fund decisions involving private investments	NO	NOT ALL	YES	YES
The Sixty Day Rule	YES	YES	YES	YES

8.3.The Two Day Rule

Applies to Investment Professionals and Senior Executives

You may not trade in a security for two clear business days after a research note relating to the issuer of that security has been published. For example, a research note published at noon on Monday blocks personal trading until Thursday.

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8.4.The Seven Day Rule

Applies to Portfolio Managers

You may not trade a security within seven calendar days of one of your funds trading in that security. So you may not trade in a security within seven days before or seven days after the fund has traded. If you are the assigned fund manager to a portfolio where trades are initiated by an asset allocation group it is still your responsibility to observe this rule in respect of trades in that portfolio. This prohibition will not apply to trades made by a portfolio manager during the seven days preceding a fund trade if the fund trade arises as a result of a standing instruction placed with a trading desk to purchase or sell securities in amounts proportional to the relative weightings of such securities in the portfolio in response to fund cash flows.

Subject to Ethics Office pre-approval, the prohibition under this section does not apply if application of this rule would work to the disadvantage of a fund (e.g., you sold a security on day 0 and on day 3, after new events had occurred, determined that the fund should buy the same security).

Likewise, subject to Ethics Office pre-approval, the prohibition under this section does not apply if your transaction is conducted through a discretionary managed account. Should you wish to request special approval under this rule, please submit a completed Special Approval Request form (Form I) to your local Ethics Officer.

8.5.The Affirmative Duty Rule

Applies to Portfolio Managers and Research Analysts

You have an affirmative duty (i.e. you must use your own initiative) to ensure that any fresh and material information that you receive on a company is included in a research note or similar communication. This applies regardless of whether you are formally assigned to the company in question. You may not trade until after the research note or communication is issued and two clear business days have passed.

Should you (or someone in whose affairs you have a beneficial interest – see Appendix B of Part 4) own a security, or have decided to buy a security, you also have an affirmative duty to disclose this in any research note or other communication about that security.

If there is any question as to whether the information is new and material you should contact your Director of Research or Chief Investment Officer, as appropriate, who will decide if a research note or other communication should be issued.

8.6Reviewing fund investment decisions involving private investments

Applies to Investment Professionals

This is in addition to the rules covering private investments in Section 7.

If you have a material role in the consideration by a fund of the purchase of securities of an issuer in which you (or someone in whose affairs you have a beneficial interest – see Appendix B of Part 4) have a private investment, you must take the following steps:

·Disclose the private interest to the person(s) making the investment decision

·Go to your department head and obtain an independent review of any decision to buy the securities for your assigned fund(s) before buying for the funds.

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8.7.The Sixty Day Rule

Applies to Investment Professionals and Senior Executives

The purpose of this rule is to discourage short-term trading. If you purchase or sell a security and enter into an opposite transaction within 60 calendar days you have to surrender any profits made and may be subject to additional sanctions. Any loss is your own.

Transactions will be matched with any opposite transaction within the last 60 calendar days. Profits on a series of purchases and sales of the same security during that period will be measured on a first-in, first-out basis until all transactions within the period are matched. The sum of the net profits realised on these paired purchases and sales will be subject to surrender.

Profits are calculated differently under this rule than they would be for tax purposes. Neither losses nor potential tax liabilities will be offset against the amount that must be surrendered under this rule.

This rule does not apply to:

·transactions in shares of Fidelity Funds.

·matching option or futures trades on, or Exchange Traded Funds that track the indices listed in paragraph 6.9 above.

Options transactions under the Sixty Day Rule

Option transactions can be matched either to prior purchases of the underlying security, or to prior option transactions in the opposite direction.

When matching an option transaction to prior purchases of the underlying security, selling a call and buying a put are treated as sales and will be matched to any purchases of the underlying security made during the preceding sixty days. Similarly, the purchase of a call option or any future on a security will be treated as a purchase of the underlying security for the purposes of this rule.

When matching an option transaction to prior options transactions, a closing position is matched to any like opening positions taken during the preceding 60 days.

Exercising an option

The initial purchase or sale of an option, not the exercise or assignment of the option, is matched to any opposite transactions made during the preceding sixty days.

The sale of the underlying securities received from the exercise of an option will also be matched to any opposite transactions made during the period.

Automatic Liquidation

There is no exception to the Sixty Day Rule for the selling of securities upon the automatic exercise of an option that is in the money at its expiration date. To avoid surrendering sixty day profits that would result from an automatic liquidation, you need to cancel the automatic liquidation before it happens.

If you are considering entering into an option transaction within sixty days of trading the underlying security and you are not certain whether the transactions will be matched off under this rule, you should contact your local Ethics Officer BEFORE doing anything.

Exceptions to the profit surrender policy may be requested in advance by contacting your local Ethics Officer. A list of circumstances in which special approvals can be obtained for exceptions to this section appears in Appendix H of Part 4.

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9.             HOW TO TRADE

Non-Access persons are exempted from the pre-clearance requirement. However, all other employees (i.e. Access Persons, Investment Professionals and Senior Executives) are required to pre-clear all transactions in accordance with this Section.

9.1The general principle

If you want to trade in a Reportable Security you must first get permission (“pre-clearance”). This is in addition to any special permission you may need under Section 7. Any trading must be done through a broker that has agreed in writing to provide the Ethics Office with duplicate reporting for the account unless you have a Special Approval in place. The processing of Special Approval requests by the Ethics Office normally takes 5 business days from the date all required information is provided.

9.2          Pre-clearance

Before you place an order with your broker you must have pre-cleared that order with the relevant area (see Appendix A of Part 4) or via the Automated Pre-clearance tool:

Please note that pre-clearance lines may be recorded and records will also be
retained of any on-line communication.

The pre-clearance department (or the Automated Pre-clearance tool) will check if there is any fund or segregated account trading. Generally, a pre-clearance request will not be approved if it is determined that the trade will have a material influence on the market for that security or will take advantage of, or hinder, trading by funds or accounts. If you get pre-clearance you will be given a pre-clearance number which you should keep for your own records.

If you do not see the security you are trying to pre-clear on the Automated Pre-clearance tool, contact your pre-clearance department.

Pre-clearance is only valid for the calendar day on which it is given. If for any reason your trade is not done on that day you must get a fresh pre-clearance the following day or cancel the order with your broker. Exceptions to this rule apply as follows:

Mini kabu (the practice, in Japan, of carrying over portions of trades to the following day for amounts below board lot size). If you are trading in Japanese securities and wish to trade in odd lots, you must contact your local Pre-clearance Department prior to trading. When contacting this department, inform the Compliance Officer that the shares being traded are mini kabu.

Trading U.S. listed securities through a Japan or Asia Pacific approved broker. If you are an employee based in Japan or Asia Pacific and you are trading U.S. securities through a Japan or Asia Pacific broker, the pre-clearance obtained during U.S. market hours (Day 0) is valid for the following U.S. trading day (Day 1).

You will be asked to provide details of the trade before being given pre-clearance. If the trade done by your broker differs from those details we will ask for an explanation and it could be a breach of the Code.

Note: Pre-clearance only means that there is no trading activity to stop you trading. You are still responsible for checking that you have any special permission needed and that the trade is allowed under the Code.

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9.3Securities, trades in which need only be reported afterwards

Trades in the following securities do not require pre-clearance but have to be reported afterwards:

·Shares of Fidelity funds (except Fidelity cash funds)

·Shares of any open-ended fund advised by Fidelity

·Exchange Traded Funds (ETFs) with a base of 50 or more shares in the basket or ETFs that use the Dow Jones Industrial Index or the Hang Seng Index as their base.

·Shares of target funds of a Fidelity Fund of funds but only if you are involved in managing or advising that fund of funds

·Shares of FMR Funds (except money market funds)

·Options or Futures on the following indices:

·FTSE 100

·Nikkei 225

·S&P 100, S&P Midcap 400 and S&P 500

·Currency warrants

9.4Securities transactions which need only be reported afterwards

The following types of securities transactions do not require pre-clearance but have to be reported afterwards:

·Securities being received as a gift

·Taking up a Rights issue where you are a existing holder (but not the sale of such rights)

·Automatic and scrip dividend reinvestments where you have no discretion as to the transaction taking place

·Exercising of warrants

·Corporate actions arising from takeovers and mergers

Please note that buying and selling rights and warrants
require pre-clearance prior to trading

9.5Monthly Savings Plans etc.

When buying a Reportable Security other than those in 9.3 above through a monthly savings plan or similar arrangement, permission should be obtained from the local Ethics Officer when the plan is set up and after that pre-clearance will not be required for regular investments. You will still need to report such transactions and lump sum investments will still need pre-clearance. Please remember that if you sell a Reportable Security you bought through a monthly savings plan, that sale will need pre-clearance in the normal way.

9.6Discretionary managed accounts

If you have someone else who manages your investments for you on a discretionary basis, you will not need pre-clearance as long as:

·there is a written agreement between you and the third party;

·you have no say in what is bought or sold; and

·the Ethics Office has given you prior written approval.

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Duplicate reporting is required. However you are not required to report the trades on the Quarterly Trade Verification or Annual Acknowledgement Forms.

9.7Reporting deadline for employees classified as Senior Executives and Investment Professionals

You must report, via the ‘My Holdings’ or ‘My Trades’ menus in the online Code of Ethics system, the receipt (by inheritance, giving, donation or other acquisition) or disposition of Reportable Securities no later than ten days after the end of each calendar month.

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TAKING STOCK - AFTER YOU HAVE TRADED

HAVING TRADED YOU MUST NOW TAKE THE FOLLOWING STEPS

·Keep a copy of your pre-clearance reference.

·If you are trading through a Broker that has agreed to provide duplicate reporting and have sent them the necessary paperwork to set up this duplicate reporting, all copies of contract notes or confirmations should be sent automatically to your local Ethics Officer. However, since you have the contractual relationship with your broker, it is your responsibility to ensure that your broker is complying with these arrangements.

·If we have a question about a trade or are missing a report on a trade you have done, we may come back to you. This is one of the reasons we recommend you keep a note of your pre-clearance number. Please make sure you respond to any request promptly.

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EX-99.B(P)(19)

Exhibit 99.B(p)(19)

ING INVESTMENT MANAGEMENT ADVISORS B.V.
CODE OF ETHICS FOR ADVISERS TO INVESTMENT COMPANIES AND/OR ANY
OTHER ADVISORY CLIENT

All employees, officers and directors of ING Investment Management (“ING IM”), The Hague, are subject to the General Code of Conduct ING Nederland, the ING Insider Regulation and the Code of Conduct for ING Investment Management Staff Relating to Price-Sensitive Information, other Confidential Market Information and Chinese Walls or their successive regulations.

In addition, pursuant to provisions of Rule 17j-1(“Rule 17j-1”) under the Investment Company Act of 1940, (the “1940 Act”) and Rule 204A-1 under the Investment Advisers Act of 1940, ING Investment Management Advisors B.V. (“IIMA”) has adopted this Code of Ethics (“Code”) to specify and prohibit certain types of transactions involving an Investment Company and/or any other Advisory Client deemed to create actual conflicts of interest, the potential for conflicts, or the appearance of conflicts, and to establish reporting requirements and enforcement procedures. This Code applies to all Access Persons and Investment Personnel, as defined herein.

I.Statement of General Principles

In recognition of the trust and confidence placed in the Adviser by the Investment Companies and/or any other Advisory Client and to give effect to the Adviser’s belief that its operations should be directed to the benefit of the Investment Companies and/or any other Advisory Client, the Adviser hereby adopts the following general principles to guide the actions of its Access Persons and Investment Personnel:

(1)The Advisers’ activities are governed by U.S. federal securities laws, including the Investment Advisers Act of 1940 and the 1940 Act. All of the Adviser’s Access Persons and Investment Personnel are required to adhere to the U.S. federal securities laws, whether or not the activity is specifically covered in this Code.

(2)The interests of the Investment Companies and/or any other Advisory Client are paramount.  All of the Adviser’s Access Persons and Investment Personnel must conduct themselves and their operations to give maximum effect to this tenet by assiduously placing the interests of the Investment Companies and/or any other Advisory Client before their own.

(3)All personal transactions in Securities by the Adviser’s Access Persons and Investment Personnel must be accomplished so as to avoid a conflict of interest on the part of such personnel with the interests of any Investment Company and/or any other Advisory Client.

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(4)All of the Adviser’s Access Persons and Investment 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 an Investment Company and/or any other Advisory Client, or that otherwise bring into question the person’s independence or judgment.

In general, the ING Insider Regulation requires employee and employee-related accounts to be maintained at the Internal Clients & Compliance Banking department of ING Bank (“IC&CB”).

If Approval is granted in accordance with the ING Insider Regulation to maintain an account elsewhere, arrangements must be made to have duplicate confirmations sent directly to the Head of Compliance Operations (“HCO”) as defined in the ING Insider Regulation. The HCO will inform the Compliance Department of ING IM, The Hague of such approval granted to the Adviser’s Access Persons and/or Investment Personnel. The HCO may, in its discretion, authorize receipt of other account records in lieu of confirmation and statements.  The HCO will inform the Compliance Department of ING IM, The Hague of such authorization granted to the Adviser’s Access Persons and Investment Personnel.

Besides there is a general exemption to maintain an account elsewhere for transactions in OECD countries government bonds or Securities of non US open-end mutual funds, in case they are not managed by ING IM, as meant in Article 3, paragraph 2, sub a of the ING Insider Regulation.

II. Definitions

Any undefined term found in this Code shall be defined as that term is defined by the 1940 Act or rules promulgated thereunder.

(1)“Access Person” shall mean (i) each director, officer or general partner of the  Adviser, (ii) each employee of the Adviser (or of any company in a control relationship to the Adviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a Covered Security by an Investment Company and/or any other Advisory Client, or whose functions relate to making any recommendations with respect to such purchases or sales, (iii) any natural person in a control relationship to the Adviser who obtains information concerning recommendations made with respect to the purchase or sale of a Covered Security by an Investment Company and/or any other Advisory Client  and (iv) any other (natural) person who is designated as an Access Person. (The list of all current Access Persons who are subject to this Code is kept by the Compliance Department of ING IM, The Hague.)

(2)“Adviser” means IIMA, an investment adviser registered under the Investment Advisers Act of 1940 that advises or sub-advises an Investment Company and/or any other Advisory Client. IIMA operates under the collective management of ING Investment Management, The Hague.

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(3)“Advisory Client” means a person for which the Adviser acts as adviser or sub-adviser.

(4)“Affiliated Person” shall mean (i) any person owning five percent or more of IIMA’s voting securities, (ii) any person which IIMA owns five percent or more of their voting securities, (iii) any person directly or indirectly controlling, controlled by or under common control with IIMA and (iv) any of IIMA’s officers, directors, partners or employees.

(5)“Beneficial Ownership” means a direct or indirect “pecuniary interest” (as defined in subparagraph (a)(2) of Rule 16a-1 under the Securities Exchange Act of 1934 (the “1934 Act”)) that is held or shared by a person directly or indirectly (through any contract, arrangement, understanding, relationship or otherwise) in a Security. While the definition of “pecuniary interest” in subparagraph (a)(2) of Rule 16a-1 is complex, this term generally means the opportunity directly or indirectly to profit or share in any profit derived from a transaction in a Security.  An Access Person is presumed to have Beneficial Ownership of certain family member’s accounts including his or her spouse or partner and minor children that reside with him or her and for example any of the following relatives including adoptive relationships that have a joint household with the Access Person: stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law and sister-in-law. 

(6)“Chief Compliance Officer” is the Head of the Compliance Department of ING IM The Hague.

(7)“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 securities is presumed to give the holder of such securities control over the company.  This is a rebuttable presumption, and it may be countered by the facts and circumstances of a given situation. Similarly, persons owning less than 25% of the voting securities of a company may be deemed to have control over the company depending upon the facts and circumstances.

(8)“Covered Security” shall mean any Security (as defined below) except that it shall not include (i) direct obligations of the Government of the United States; (ii) bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments (including repurchase agreement); and (iii) Securities issued by open-end Funds.

(9)“Exempted Person(s)” shall mean an Access Person  or Access Persons who is/are working at another entity than the Adviser or ING IM The Hague who, by virtue of a shared employee arrangement or other writing, makes, participates in, or obtains information regarding the purchase or sale of a Covered Security by an

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Investment Company and/or any other Advisory Client, or whose function relate to the making of any recommendation with respect to such purchase or sale. An Exempted Person is exempted in whole or in part from this Code by the Adviser. The conditions for exemption shall be described by the Adviser. (The list of all current Exempted Persons and their conditions for exemption is kept by the Compliance Department of ING IM, The Hague)

(10)“Fund” means an investment company registered under the 1940 Act.

(11)“IIMA” means ING Investment Management Advisors B.V.

(12)“Investment Company” means an investment company registered under the 1940 Act for which the Adviser acts as adviser or sub-adviser.

(13)“Investment Personnel” means (i) any employee of the Adviser (or of any company in a control relationship to the Adviser) 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 the Investment Company and/or any other Advisory Client; (ii) any natural person who controls the Adviser or Investment Company and/or any other Advisory Client and who obtains information concerning recommendations made to the Investment Company and/or any other Advisory Client regarding the purchase or sale of securities by the Investment Company and/or any other Advisory Client, and (iii) any other (natural) person who is designated as Investment Personnel.  (The list of all current Investment Personnel who are subject to this Code is kept by the Compliance Department of ING IM, The Hague.)

(14)“Initial Public Offering” means (i) an offering of Securities registered under the Securities Act of 1933 (“Securities Act”), the issuer of which, immediately before the registration was not subject to the reporting requirements of sections 13 or 15(d) of the 1934 Act; or (ii) an offering of Securities which qualifies as an initial public offering under the law of any country except offerings which are initial public offerings of bonds issued by member governments of the Organization for Economic Co-operation and Development (“OECD Members”) or which are initial public offerings of non-U.S. open-end mutual funds unless such offerings otherwise qualify as an Initial Public Offering pursuant to Section (II) (14)(i) above.

(15)“Limited Offering” means (i) an offering that is exempt from registration under the Securities Act pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act; or (ii) an offering which qualifies as a private placement under the law of any country except for private placement offerings of bonds by OECD Members or of Securities by non-U.S. open-end mutual funds unless such offerings otherwise qualify as Limited Offerings pursuant to Section (II)(15)(i) above.

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(16)“Preclearance Procedures” means that a proposed transaction shall be precleared in writing by a Review Officer prior to proceeding with a transaction.  In determining whether to grant such preclearance, the Review Officer shall refer to Section V, below.  Granted preclearance for a proposed transaction is only valid on the day on which the preclearance is granted.

(17)“Purchase or sale of a Covered Security” includes, among other things, the writing of an option to purchase or sell a Covered Security.

(18)“Security” includes any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

(19)“Security held or to be acquired” by an Investment Company and/or any other Advisory Client means (i) any Covered Security which, within the most recent 15 days, (a) is or has been held by an Investment Company and/or any other Advisory Client; or (b) is being or has been considered by the Adviser or an Investment Company and/or any other Advisory Client for purchase by an Investment Company and/or any other Advisory Client; and (ii) and any option to purchase or sell, and any Security convertible into or exchangeable for a Covered Security described in Section(II)(19)(i)(a) or (b) above.

(20)“Reports” shall mean any Initial Holdings Report, Quarterly Transaction Report and Annual Holdings Report.

(21)“Review Officers” are the members of the designated Compliance Department of ING IM, The Hague and only in their absence:

-    another to be appointed Review Officer. 

(22)A Covered Security is “being purchased or sold” by an Investment Company and/or any other Advisory Client from the time when a recommendation has been communicated to the person who places the buy and sell orders for an Investment Company and/or any other Advisory Client until the time when such program has been fully completed or terminated.

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III.            Prohibited Purchases and Sales of Covered Securities

(1)No Affiliated Person shall, in connection with the purchase or sale, directly or indirectly, by such person of a Security held or to be acquired by any Investment Company and/or any other Advisory Client:

(A)employ any device, scheme, or artifice to defraud such Investment Company and/or any other Advisory Client;

(B)make to such Investment Company and/or any other Advisory Client any untrue statement of a material fact or omit to state to such Investment Company and/or any other Advisory Client 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 that would operate as a fraud or deceit upon such Investment Company and/or any other Advisory Client; or

(D)engage in any manipulative practice with respect to such Investment Company and/or any other Advisory Client.

(2)Subject to Section IV , no Access Person may purchase or sell, directly or indirectly, any individual Covered Security or any Security held or to be acquired by any Investment Company and/or any other Advisory Client.

(3)No Investment Personnel may acquire Beneficial Ownership in any Securities as part of an Initial Public Offering.

(4)No Investment Personnel may acquire Beneficial Ownership in any Securities offered in a Limited Offering.

IV.           Exemptions from Prohibited Transactions

(1)The following types of transactions are exceptions to the prohibited transactions described in Section III above and are permitted by Access Persons according to the terms described below:

(A)Access Persons holding securities at IC&CB or at any place other than at  IC&CB may buy or sell up to 1,000 equity Covered Securities in any 24 hours period provided such Covered Securities are issued by companies (“Issuers”), which are part of the S&P 500, Topix Large 100, Eurotop 100, the AEX-Index (Top 25), Bel20, or 100 largest companies listed on the MSCI EM Index or their successors to be designated by the Adviser (“Indices”) and have a market capitalization of at least one (1) billion Euro on the first day of the month in which the transaction occurs.  Access Persons may also buy or sell in any 24 hour period any put, call, straddle,

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option or privilege to buy or sell up to 1000 Covered Securities provided the Covered Securities are issued by an Issuer. Furthermore, Access Persons may buy or sell in any 24 hour period up to 100 option contracts in the Eurotop 100, 10 option contracts in S&P 500 and 10 option contracts in the AEX-Index (Top 25). All transactions executed pursuant to this exception must be precleared by the GCO and may not be granted preclearance in special trading situations which in case of these large liquid stocks only occasionally can occur.  The minimum holding period for Covered Securities (including all forms of options) purchased pursuant to this exception is 30 days. At the end of every quarter the GCO or the Review Officers will review all such transactions conducted by Access Persons during the previous quarter to determine if any such transactions violated the Code or any other applicable policies and procedures

(B)Access Persons holding securities at IC&CB or at any place other than at  IC&CB may buy or sell up to 50,000 Euro’s worth of bonds of Issuers (other than those mentioned in Section IV(1)(F)) in any 24 hours period.  All transactions executed pursuant to this exception must be precleared by the GCO and may not be granted preclearance in special trading situations.  The minimum holding period for these bonds is 30 days.  At the end of every quarter the GCO or the Review Officers will review all bond transactions conducted by Access Persons during the previous quarter to determine if any such transactions violated the Code or any other applicable policies and procedures.

(C)If a Covered Security was purchased by an Access Person pursuant to Section IV(1)(A) above but at the time that the Access Person wants to sell such a Covered Security the Issuer is no longer part of any of the Indices or on the first day of the month in which the Access Person wants to sell such a Covered Security the Issuer of the Covered Security does not have a market capitalization of at least one (1) billion Euro then the Access Person may only sell that Covered Security if Preclearance Procedures are followed. The minimum holding period for such a Covered Security is 30 days.

(D)With respect to holdings of Covered Securities other than those described in Section IV(1)(A) and acquired before the date on which that person became an Access Person, the Access Person may sell such Covered Securities if he or she complies with the Preclearance Procedures.  The minimum holding period does not apply to Covered Securities purchased prior to the date on which that person became an Access Person.

(E)Buying or selling by an Access Person of Covered Securities or units of a closed-end mutual fund, if the Access Person complies with the Preclearance Procedures.  The minimum holding period for these Covered Securities or units is 30 days.

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(F)Transactions in OECD countries government bonds and Covered Securities of open-end mutual funds, in case they are not managed by ING IM, as meant in Article 3, paragraph 3, sub a of the ING Insider Regulation or its successive regulation, without being required to follow Preclearance Procedures.  The minimum holding period for such Covered Securities is 24 hours. Transactions in Covered Securities of open-end mutual funds managed by ING IM, held at IC&CB or at any place other than at IC&CB, must be precleared by the HCO and may not be granted preclearance in special trading situations. The minimum holding period for these Covered Securities is 30 days.

(G)A buying or selling by an Access Person of Covered Securities other than those described in Section IV(1)(A), (B) and (C) if he/she complies with the Preclearance Procedures. Such a buying or selling shall however only be permitted in exceptional cases.  The minimum holding period for these Covered Securities is 30 days.

(H)Access Persons may, in compliance with the applicable ING Group Regulations, cause transactions in (all) Covered Securities in any account of him or her which is managed on a discretionary basis by IC&CB or any other bank or portfolio manager as referred to in the Act on the Supervision of the Securities Trade 1995 or by comparable foreign banks or portfolio managers, to be executed without being required to follow Preclearance Procedures.

(I)Each Access Person is allowed  to exercise, in compliance with the applicable requirements, the ING Options granted by ING Group as compensation to him or her as an employee without being required to follow Preclearance Procedures.

(J)Purchases or sales that are non-volitional on the part of the Access Person, including purchases or sales upon exercise of puts or calls written by the Access Person and sales from a margin account pursuant to a bona fide margin call without being required to follow Preclearance Procedures.

(K)Purchases that are part of an automatic dividend reinvestment plan without being required to follow Preclearance Procedures.

(L)Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its Covered Securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired without being required to follow Preclearance Procedures.

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V.Guidelines for Granting Preclearance When Preclearance Procedures are Required to be Followed

(1)When Preclearance Procedures are required to be followed for a proposed transaction:

(A)Preclearance will not be provided to Investment Personnel to purchase or sell any Covered Securities if the IIMA managed portion of any Investment Company and/or any other Advisory Client has an outstanding order on such Covered Securities.

(B)Preclearance will not be provided to Investment Personnel to purchase or sell any Covered Securities that were traded on the same day or the prior day or such person knows or reasonably should know are intended to be traded on the same day or the next day by the IIMA managed portion of any Investment Company and/or any other Advisory Client.

(C)Preclearance will not be provided to Investment Personnel to purchase or sell any Covered Security if such person is aware or should be aware that a Covered Security of the same issuer is recommended for purchase or sale by the IIMA managed portion of any Investment Company and/or any other Advisory Client

(2)When Preclearance Procedures are required to be followed for a proposed transaction, the proposed transaction shall be granted preclearance in writing if it is not described in Section V(1) above and:

(A)It involves a purchase or sale of Covered Securities that are not eligible for purchase or sale by any Investment Company and/or any other Advisory Client as determined by reference to the 1940 Act, blue sky laws and regulations thereunder, the investment objectives, policies and investment restrictions of the Investment Company and/or any other Advisory Client and/or any undertakings made to regulatory authorities; or

(B)It involves a transaction which the Review Officer, after taking into account all the relevant facts and circumstances, determines that it presents no reasonable likelihood of harm to any Investment Company and/or any other Advisory Client.

(3)Granted preclearance for a proposed transaction is only valid on the day on which the preclearance is granted.

VI.Additional Restrictions and Requirements

(1)No Investment Personnel shall accept a position as a director, trustee or general partner of a private or publicly traded company unless the acceptance of such position has been approved by a member of the Management Committee of ING

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IM, The Hague, as consistent with the interests of the Investment Company and/or any other Advisory Client.

VII.Reporting Obligation

(1)Initial Holdings Report.

(A)Within ten days of beginning employment as an Access Person, each Access Person must report the following information (which information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person) to the HCO or to the Review Officers:

(i)The title, as applicable the CUSIP number or exchange ticker, number of shares and principal amount of each Covered 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 when the person became an Access Person; and

(iii)The date that such information is submitted by the Access Person.

If the Access Person sends the information described above to the HCO, the HCO must on the same day that he receives such information produce an Initial Holdings Report containing the information described in VII(1)(A)(i) and (ii) above and send that Report by dated e-mail to the Review Officers responsible for reviewing the Reports.

(B)An Access Person does not need to report the information described in Section VII(1)(A) above if at the time the employee becomes an Access Person, the HCO already maintains a record of the information described in VII(1)(A)(i) and (ii) above, provided that the Access Person confirms in writing (which writing may be electronic) to the HCO the accuracy of the information within ten (10) days after becoming an Access Person.  The HCO must on the same day that he receives the written confirmation produce an Initial Holdings Report containing the information described in VII(1)(A)(i) and (ii) above and send that Report by dated e-mail to the Review Officers responsible for reviewing the Reports.  Alternatively, an Access Person would not need to report the information described in section VII(1)(A) above if at the time the employee becomes an Access Person, the Review Officers already maintain a record of the information described in VII(1)(A)(i) and (ii) above, provided that the Access Person confirms in writing (which writing may be electronic) to the Review Officers the accuracy of the information within ten (10) days after becoming an Access Person.

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(2)Quarterly Transaction Reports.

Within thirty days of the end of each calendar quarter, the HCO must send by dated e-mail Quarterly Transaction Reports containing the following information regarding each Access Person to the Review Officers responsible for reviewing Reports:

(A)With respect to any transaction during the quarter in a Covered Security in which the Access Person had any direct or indirect Beneficial Ownership:

(i)The date of the transaction, the title, as applicable the CUSIP number or exchange ticker, 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 transaction was effected; and

(iv)The name of the broker, dealer or bank with or through which the transaction was effected.

(B)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;

(i)The name of the broker, dealer or bank with whom the Access Person established the account; and

(ii)The date the account was established.

(3)Annual Holdings Reports.

Annually, the HCO must send by dated e-mail an Annual Holdings Report containing the following information (which information must be current as of a date no more than 30 days before the Report is submitted) regarding each Access Person to the Review Officers responsible for reviewing Reports.

(A)The title, as applicable the CUSIP number or exchange ticker, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect Beneficial Ownership; and

(B)The name of any broker, dealer or bank with whom the Access Person maintains an account in which any Securities were held for the direct or indirect benefit of the Access Person.

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(4)Access Persons who have been granted approval by the HCO in accordance with the ING Insider Regulation or its successive regulation to maintain an account other than at IC&CB have to send duplicate copies of all statements and confirmations of a transaction in a Covered Security in which the Access Person has any direct or indirect Beneficial Ownership directly to the HCO immediately upon receipt by the Access Person.

(5)To the extent the HCO does not have any of the information described in Section VII(1), (2) and (3) above regarding a particular Access Person, the Access Person must submit such information to the appropriate Review Officers in accordance with the requirements described in Section VII(1), (2) and (3) above.  All such Reports must contain the date that the Report is submitted by the Access Person.

(6)To the extent the HCO does not have any of the information described in Sections VII(1), (2) and (3) above for an Access Person’s transactions in OECD countries government bonds (“Bonds”) or Securities of open-end mutual funds (“Fund Securities”) as meant in Article 3, paragraph 3, sub a of the ING Insider Regulation or its successive regulation in which the Access Person has any direct or indirect Beneficial Ownership, the Access Person shall instruct his broker to send duplicate copies of all statements and confirmations on the transactions directly to the appropriate Review Officers provided the statements and confirmations (i) contain all information about the Bonds and Fund Securities that would be required to be reported by Sections VII(1), (2) and (3) above; (ii) are sent to the Review Officers within the time periods required to submit reports pursuant to Sections VII(1), (2) and (3) above; and (iii) such information and documents are dated.  If an Access Person’s broker is not prepared to submit such statements and confirmations on reasonable terms, the Access Person shall immediately upon receipt of such confirmations and statements submit them or copies thereof to the appropriate Review Officers.  If such statements and confirmations do not include all of the information described in Section VII(6)(i) above, the Access Person must submit the missing information in accordance with the requirements of Section VII(6)(ii) and (iii) above.

(7)The Review Officers have the authority to require an Access Person to deliver any information on any transaction in or any holding of a Covered Security in which the Access Person had any direct or indirect Beneficial Ownership and the Access Person is obligated to deliver this information within the timelimits and in the form requested by the Review Officers.

(8)The Adviser shall create and thereafter maintain a list of all Access Persons and Investment Personnel and inform all Access Persons of their reporting obligations.

(9)Upon adoption of this Code, the Compliance Department of ING IM, the Hague will circulate this Code and receive an acknowledgement from each Access Person that this Code has been read and understood and that the Access Person agrees to comply with its requirements.  In addition, at the time that any new

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Access Person commences employment at IIMA, the Compliance department of ING IM will distribute this Code and obtain acknowledgment from the new Access Person that this Code has been read and understood and that the Access Person agrees to comply with its requirements.

(10)By signing the acknowledgement described in Section (VII)(9) the Access Person explicitly agrees to (i) the exchange of information between the HCO and the Compliance Department of ING IM, The Hague concerning the Access Person’s private securities transactions; (ii) the deliverance by the Access Person to the Compliance Department of ING IM, The Hague of any information requested by the Compliance Department concerning the Access Person’s private securities transactions; (iii) the deliverance by the HCO or the Compliance Department of ING IM, The Hague to the United States Securities and Exchange Commission of information concerning the Access Person’s private securities transactions; and (iv) waive all possible actions based on any applicable Dutch (privacy) legislation that may be brought for any of the above described exchanges or deliverances of information.

(11)Every Access Person shall certify annually that he or she:

(A)has read and understands this Code;

(B)recognizes that he or she is subject to the Code;

(C)has complied with the Code; and

(D)has disclosed and reported all personal Securities transactions required to be disclosed or reported pursuant to the requirements of this Code.

VIII.Review and Enforcement

(1)Review Officers shall compare all Reports with portfolio transactions of the Investment Companies and/or any other Advisory Client to determine whether a possible violation of this Code and/or other applicable trading policies and procedures may have occurred.  No Access Person shall review his or her own Reports. Rather, a different Review Officer will review that Access Person’s Reports.

(2)If the HCO, a Review Officer or another designated individual of ING IM, The Hague determines that a violation of this Code may have occurred, the HCO, the Review Officer or designated individual shall submit a written determination, together with any additional explanatory material to the Chief Compliance Officer. The Chief Compliance Officer shall make an independent determination as to whether a violation has occurred and after that will inform (a member of) the Management Committee of ING IM, The Hague.

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(3)If the (member of the) Management Committee of ING IM, The Hague finds that a violation has occurred, he or it shall impose upon the individual such sanctions as it deems appropriate.

(4)No person shall participate in a determination of whether he or she has committed a violation of this Code or of the imposition of any sanction against himself.

(5)An Access Person who becomes aware of a violation of this Code must promptly report that violation to the Chief Compliance Officer. He may do so utilizing the Whistleblower Procedure.

IX.Records

The Adviser or the HCO shall maintain records in the manner and to the extent set forth below, which records shall be available for examination by representatives of the Securities and Exchange Commission.

(1)A copy of this Code and any other code of ethics 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 submitted to Review Officers responsible for reviewing Reports pursuant to Section VII(1), (2), (3) and (4) above 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;

(4)A list of all Access Persons who are, or within the past five years have been, subject to this Code shall be maintained in an easily accessible place;

(5)A list of all persons described in Section VIII(1) above that were responsible for reviewing Reports during the last five years; and

(6)A copy of each written report described in Section X(5) below shall be maintained for at least five years after the fiscal year in which it was made, the first two years in an easily accessible place.

X Miscellaneous

(1)All Reports of Covered Securities transactions and any other information filed with the Adviser and/or the HCO pursuant to this Code shall be treated as confidential.

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(2)The Adviser may from time to time adopt such interpretations of this Code as it deems appropriate.

(3)The Adviser will use reasonable diligence and institute policies and procedures reasonably necessary to prevent Access Persons from violating this Code.  The Adviser will certify to each Investment Company’s and/or any other  Advisory Client’s Board of Trustees or Directors (“Board”) that it has instituted such policies and procedures at the time that this Code is submitted to each Board for approval.

(4)The Adviser will notify each Board immediately of any material changes to this Code.

(5)The Adviser shall provide a written report to each Board at least annually that discusses the operation of this Code and the need (if any) for further changes or modifications to this Code. Such written report must describe any issues arising under this Code (or procedures instituted to prevent violations of this Code) since the last report, including but not limited to information about material violations of the Code or procedures and sanctions imposed in response to the material violations. Such written report shall also provide a Certification to each Board that the Adviser has adopted such procedures as are reasonably necessary to prevent Access Persons from violating this Code.

Originally Adopted: February 1, 2005

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Annual Certification

I certify that I have read the ING Investment Management Advisors B.V. Code of Ethics (“Code”) for Advisers to Investment Companies dated February 1, 2005:

1.I understand the contents of the Code.

2.I recognize that I am subject to the provisions of the Code and have complied with such provisions during         .

3.I have disclosed and reported all personal securities transactions during          required to be disclosed or reported pursuant to the requirements of the Code.

	Signature of Access Person
	Print Name
Dated:

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EX-99.B(P)(21)

Exhibit 99.B(p)(21)

STONE HARBOR INVESTMENT PARTNERS LP

CODE OF ETHICS

A.STATEMENT OF POLICY.

Stone Harbor Investment Partners LP (“Stone Harbor” or “Adviser”) places the highest significance on the ethical conduct and integrity of its partners, officers and employees.  Stone Harbor requires all of its partners, officers and employees to act, both with respect to personal investment accounts and on behalf of Stone Harbor, in accordance with Section 204A of the Investment Advisers Act of 1940 (“Advisers Act”) and Rules 204A-1 and 204-2 promulgated thereunder.  To that end, Stone Harbor has adopted this Code of Ethics (“Code”) in order to accomplish two goals: FIRST, to minimize conflicts and potential conflicts of interest between the Adviser, its partners, officers, employees, and clients, and SECOND, to provide policies and procedures consistent with applicable federal laws and regulations, including the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company of 1940 (“1940 Act”), the Advisers Act and Title V of the Gramm-Leach-Bliley Act, and rules promulgated under these statutes, including Rule 17j-1 promulgated under the 1940 Act, to prevent fraudulent or manipulative practices with respect to purchases or sales of securities held or to be acquired by client accounts.  UNDER THIS CODE, “COVERED PERSONS” SHALL BE DEFINED AS ALL PARTNERS, OFFICERS AND EMPLOYEES OF STONE HARBOR, AS WELL AS ANY NATURAL PERSON IN A CONTROL RELATIONSHIP TO THE INVESTMENT ADVISER WHO OBTAINS INFORMATION CONCERNING RECOMMENDATIONS MADE TO AN ACCOUNT WITH REGARD TO THE PURCHASE OR SALE OF SECURITIES.

B.GENERAL PRINCIPLES.

All Covered Persons owe a fiduciary duty to Stone Harbor’s clients when conducting their personal investment transactions.  Covered Persons must place the interest 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 personal securities transactions are to be conducted in a manner consistent with this Code and 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.  All personal securities transactions must also be conducted in compliance with all applicable federal securities laws.  The fundamental standard to be followed in personal securities transactions is that Covered Persons may not take inappropriate advantage of their positions.  This Code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not shield Covered Persons from liability for personal trading or other conduct that violates a fiduciary duty to a client.

COVERED PERSONS MUST NEVER TRADE IN A SECURITY WHILE IN POSSESSION OF MATERIAL, NON-PUBLIC INFORMATION ABOUT THE ISSUER OR THE MARKET FOR THOSE SECURITIES, EVEN IF THE COVERED PERSON HAS SATISFIED ALL OTHER REQUIREMENTS OF THIS CODE.  Stone Harbor has created the position of Chief

Compliance Officer (“CCO”) and the holder of such position shall be responsible for the implementation of this Code and all record-keeping functions mandated hereunder, including the review of all initial and annual holding reports as well as the quarterly transactions reports described below.  ALL COVERED PERSONS MUST PROMPTLY REPORT ANY VIOLATION OF THE CODE OF ETHICS TO THE CHIEF COMPLIANCE OFFICER. The CCO shall promptly report to the Chief Executive Officer (“CEO”) of Stone Harbor all material violations of, or deviations from, this Code.

C.PERSONAL SECURITIES ACCOUNTS.

1.             COVERED ACCOUNTS.  This Code applies to the  “Personal Securities Accounts” listed below:

a.             Accounts in the Covered Person’s name or accounts in which the Covered Person has a direct or indirect beneficial interest (the definition of Beneficial Ownership is included in Exhibit A) including, Individual Retirement Accounts (“IRAs”);

b.             Accounts in the name of the Covered Person’s spouse;

c.             Accounts in the name of children under the age of 18, whether or not living with the Covered Person, and accounts in the name of relatives or other individuals living with the Covered Person or for whose support the Covered Person is wholly or partially responsible (together with the Covered Person’s spouse and minor children, “Related Persons”);(1)

d.             Accounts in which the Covered Person or any Related Person directly or indirectly controls, participates in, or has the right to control or participate in, investment decisions.

2.             EXCEPTIONS TO COVERED ACCOUNTS.  The exceptions listed below apply for purposes of Section E (1) Restricted List; Section E (2) Pre-Clearance Requirement/Blackout Period; Section E (4) Short Term Trading; and Section E (6) IPOs and Private Placements of this Code. These exceptions do not apply for purposes of this Code’s reporting and related requirements, or prohibition on Insider Trading (see Section E (5) below).  Personal Securities Accounts shall not include:

a.             Estate or trust accounts in which a Covered Person 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 person with regard to investment decisions prior to execution Covered Persons with estate or trust accounts must designate that copies of trade confirmations and periodic (it is expected that these would be at a minimum quarterly) statements be sent to Legal/Compliance;

b.             Fully discretionary accounts managed by a registered investment adviser are permitted if, (i) for Covered Persons and Related Persons, the Covered Person receives permission from Legal/Compliance, and (ii) for all persons covered by this Code, there is no communication between the adviser to the account and such person with regard to investment

(1) Unless otherwise indicated, all provisions of this Code apply to Related Persons.

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decisions prior to execution. Covered Persons with managed accounts must designate that copies of trade confirmations and periodic (it is expected that these would be at a minimum quarterly) statements be sent to Legal/Compliance;

c.             Covered Persons and Related Persons 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).  Covered Persons must       pre—clear the transaction at the time that the dividend reinvestment plan is being established. Covered Persons also must provide documentation of these arrangements and direct periodic (it is expected that these would be at a minimum quarterly) statements to  Legal/Compliance; or

d.             Other accounts over which the Covered Person has no direct or indirect influence or control, subject to approval by Legal/Compliance.

D.OPENING AND MAINTAINING PERSONAL SECURITIES ACCOUNTS.

A Covered Person must provide Stone Harbor with duplicate trade confirmations and account statements for all Personal Securities Accounts of such Covered Person and Related Persons.  Such trade confirmations and account statements should be provided to Legal/Compliance at least as frequently as with the quarterly report (as described below) for the quarter within which such transaction occurred. In addition, Covered Persons must notify  Legal/Compliance upon opening a new brokerage account. Such notice shall be made promptly after such account is opened and include, at a minimum, the name of the broker, the account number, and contact information for the broker. Legal/Compliance will send a letter to each broker-dealer that is housing a Personal Securities Account for all Covered Persons and their Related Persons, directing the broker-dealer to send copies of trade confirmations and periodic (at least quarterly) statements to Legal/Compliance.

E.SECURITIES COVERED.

Securities covered by this Code are stocks, bonds, shares of 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, exchange traded funds (“ETFs”), or, in general, any interest or instrument commonly known as a security (collectively “Security”). Security also includes securities that are “related” to a security being purchased or sold for a client of the Adviser.  A “Related Security” is one whose value is derived from the value of another security (e.g., a warrant, option, or an indexed instrument).

For purposes of this Code, the definition of Security does not include:

1.U.S. Treasury obligations, mortgage pass-throughs (e.g., Ginnie Maes) that are direct obligations of the U.S. government;

2.bankers’ acceptances;

3.bank certificates of deposit;

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4.commercial paper;

5.high quality short-term debt instruments, including repurchase agreements (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);

6.shares of open-end mutual funds (U.S. registered investment companies), unless Stone Harbor or a control affiliate acts as investment adviser, principal underwriter or sub-adviser  to such fund; and

7.units of a unit investment trust if such unit investment trust is invested exclusively in unaffiliated mutual funds.

F.RESTRICTIONS, PRE-CLEARANCE, BLACKOUT PERIOD, HOLDING PERIOD AND EXCEPTIONS.

The following restrictions apply to trading for Personal Securities Accounts of Covered Persons and Related Persons:

1.             Restricted List.  No transactions for a Personal Securities Account may be made in a security that is on Stone Harbor’s Restricted List.  The Restricted List will be maintained by Stone Harbor and will include issuers about which the Adviser has material non-public information.  The Restricted List can be found on SharePoint.

2.             Pre-Clearance Requirement.  Covered Persons may effect a purchase or sale of: (i) a fixed-income security, bond, similar evidence of indebtedness, or convertible bond (collectively “fixed-income security”), (ii) a common stock (or option on such stock) held by Stone Harbor in which they have, or by reason of such transaction acquire, a direct or beneficial interest (it is the responsibility of the Covered Person to review the list of common stocks on SharePoint before executing a transaction in a common stock); or (iii) any mutual fund for which Stone Harbor or an advisory affiliate serves as sub–adviser,  only if they obtain prior written clearance from Stone Harbor Legal/Compliance.  Requests for pre-clearance shall be made on the appropriate form (attached as Exhibit C) provided by Legal/Compliance for such purpose.  Such written pre-clearance shall be based upon a determination by Legal/Compliance in his or her reasonable discretion (in consultation with such other persons as may be necessary) that the purchase or sale is not likely to affect either the price paid for such security by the client or the value of the client’s holdings in such security.  Pre-clearance is valid only on the day it is granted.

3.             Blackout Period.  No Covered Person may acquire or dispose of beneficial ownership in a fixed-income security (other than an excepted security (See Section F (5)) or a common stock (or option on such stock) held by Stone Harbor on a day when there is a pending order for a client account.  No investment person (portfolio manager or analyst) may acquire or dispose of beneficial ownership in a fixed-income security (other than an excepted security) or a common stock (or option on such stock) held by Stone Harbor if any purchase or sale of such fixed-income security or a common stock (or option on such stock) held by Stone Harbor has

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been made for a client in the prior seven calendar days or can reasonably be anticipated for a client during the next seven calendar days.

4.             Holding Period.  Covered Persons must hold any security that is required to be pre-cleared (see section F (2) above) for at least 60 calendar days.  If such a security is sold, it may not be purchased again for at least 60 calendar days.

5.             Exceptions.  Pre-clearance shall not be required for any securities transaction, or series of related transactions, involving (i) common stocks or options on such stocks (unless the issuer is on the restricted list, the common stock is being purchased in an IPO or Stone Harbor holds the common stock (it is the responsibility of the Covered Person to review the list of common stocks on SharePoint before executing a transaction in a common stock); (ii) municipal bonds; (iii) closed-end funds (U.S. registered investment companies); (iv) ETFs; (v) options on broad based stock indices (vi) interests in qualified state college tuition programs (“529 Plans”); or (vii) shares of open-end mutual funds or similar collective investment vehicles (registered in the European Union), unless Stone Harbor or a control affiliate acts as investment adviser or sub-adviser to such fund.  Applicable reporting and related requirements of the Code still apply to transactions in these securities.

6.             Insider Trading.  In accordance with the applicable rules and regulations pertaining to insider trading, all Covered Persons and Related Persons are prohibited from engaging in any securities transaction for their own benefit or the benefit of others, including any clients, while in possession of material, non-public information(2) concerning such securities. Information in your possession that you identify as material and non-public may not be communicated to anyone, including persons within the Adviser, except to Legal/ Compliance.  In addition, care should be taken so that such information is secure.  For example, files containing material, non-public information should be sealed and access to computer files containing material non-public information should be restricted.  Penalties for trading on or merely communicating material, non-public information are severe, both for the individuals involved in such unlawful conduct and their employers.  A person can be subject to both civil and criminal penalties even if he or she does not personally benefit from the violation.

Contacts with public companies will sometimes be a part of an Adviser’s research efforts. Persons providing investment advisory services to clients may make investment

(2) Material Information means information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have an effect on the price of a company’s securities. Material information does not have to relate to a company’s business. For example, information about the contents of a forthcoming newspaper or magazine article that is expected to affect the price of a security should be considered material. Similarly, information concerning significant transactions which Stone Harbor intends to execute on behalf of Client accounts could be material information and is prohibited from being communicated. Information that should be considered material includes, but is not limited to, dividend changes, earnings estimates, changes in previously released earnings estimates, significant expansion or curtailment of operations, a significant increase or decline in orders, significant new products or discoveries, extraordinary borrowing, purchase or sale of substantial assets, significant merger or acquisition proposals, major litigation, liquidity problems, and extraordinary management developments. Information is 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, such as information appearing in the Dow Jones news service, Reuters Economic Services, The Wall Street Journal or other publications of general circulation or communications generally available to the public.

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decisions on the basis of conclusions formed through such contacts and analysis of publicly available information.  Difficult legal issues arise, however, when, in the course of these contacts, a Covered Person or Related Person becomes aware of material, non-public information. This could happen, for example, if a company’s chief financial officer prematurely discloses quarterly results to an analyst, or an investor relations representative makes selective disclosure of adverse news to a handful of investors.  To protect yourself, clients and the Adviser, you should contact Legal/Compliance immediately if you believe that you may have received material, non-public information.

7.             IPOs and Private Placements.  Securities offered pursuant to an initial public offering (“IPOs”) or private placement may not be purchased for Personal Securities Accounts without the prior written approval of the Chief Investment Officer (“CIO”) or CEO and Legal/Compliance.  In connection with any decision to approve such an investment,  Legal/Compliance will prepare a report of the decision that explains the reasoning for the decision and an analysis of any potential conflict of interest.  Such information shall be provided on the IPO/Private Placement Request Form attached as Exhibit F.

G.PROHIBITED RECOMMENDATIONS.

1.             No Covered Person shall recommend or execute any fixed-income securities transaction for a client, without having disclosed, in writing, to the CIO, or designee of Stone Harbor, any direct or indirect interest in such fixed-income securities.  Prior written approval of such recommendation or execution also must be received from both the CIO, or designee, and  Legal/Compliance.  The interest in personal accounts could be in the form of:

a.Any direct or indirect beneficial ownership of any fixed-income securities of such issuer;

b.Any contemplated transaction by the person in such securities;

c.Any position with such issuer or its affiliates; or

d.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.

THE CIO, CEO, OR LEGAL/COMPLIANCE SHOULD REVIEW WRITTEN AND VERBAL STATEMENTS MADE TO THE MEDIA IN ADVANCE.

H.ACKNOWLEDGMENT AND REPORTING.

The following reports must be submitted to Legal/Compliance, and the information contained therein must be current as of a date not more than 45 days before such person became a Covered Persons (for the purposes of the report in Section G (2)) or 45 days before the submission date of a report (with respect to the report in Section G (4)):

1.             Upon becoming a Covered Person, Stone Harbor will provide such Covered Person with a copy of this Code.  Within 10 days of becoming a Covered Person, such Covered Person must submit to Legal/Compliance an acknowledgement that they have received a copy of

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this Code, and that they have read and understood its provisions. See Exhibit B for the Form of Acknowledgement and Initial Holdings Report.  Thereafter, Stone Harbor will promptly provide each Covered Person with any amendments to the Code.  Within 10 days of receipt of any such amendments, each Covered Person must submit to  Legal/Compliance an acknowledgement that they have received a copy of such amendment, and that they have read and understood it.

2.             Within 10 days of becoming a Covered Person, all  personnel must submit to  Legal/Compliance a statement of all securities in which such Covered Person has any direct or indirect beneficial ownership. This statement must include (i) the title and type of security and, as applicable, the exchange ticker symbol or CUSIP number, the number of shares and principal amount of each security, (ii) the name of any broker, dealer or bank with whom the Covered Person maintained an account in which any securities were held for the direct or indirect benefit of such Covered Person and (iii) the date of submission by the Covered Person.  Such information shall be provided on the Form of Acknowledgement and Initial Holdings Report attached as Exhibit B.  Each Covered Person will also complete a Conflicts of Interest Questionnaire for themselves.

3.             Within 30 days after the end of each calendar quarter, all personnel must provide information to Legal/Compliance relating to securities transactions executed during the previous quarter for all covered securities accounts. This statement must include (i) the date of the transaction, (ii) the title and type of security and, as applicable, the exchange ticker symbol or CUSIP number, interest rate and maturity date, the number of shares and principal amount of each security, (iii) the nature of the transaction, (iv) the price of the security at which the transaction was effected, (v) the name of any broker, dealer or bank with whom the Covered Person maintained an account in which any securities were held for the direct or indirect benefit of such Covered Person and (vi) the date of submission by the Covered Person.  Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect beneficial ownership in the security to which the report relates.  A report containing securities transactions under this Section G (3) will not be required to the extent that such report would duplicate information contained in the trade confirmations and accounts statements already received by the Adviser, provided Stone Harbor receives such trade confirmations and account statements within 30 days after the calendar quarter in which the transaction took place.

4.             Each Covered Person shall submit an annual report to Legal/Compliance showing as of a date no more than 45 days before the report is submitted (1) the title, number of shares and principal amount  of each security  in which the person had any direct or indirect beneficial ownership, (2) the name of any broker, dealer or bank with whom the person maintains an account in which any securities are held for the direct or indirect benefit of the Covered Person or Related Persons, and (3) the date that the report is submitted by the Covered Person.  Such information shall be provided on the Annual Securities Holdings Report and Certification Form attached as Exhibit E.

5.             All Covered Persons are required to certify annually that they have (i) read and understand this Code and recognize that they are subject to its terms and conditions, (ii) complied with the requirements of this Code and (iii) disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to this Code.  The acknowledgement is contained in the Annual Securities Holdings Report and Certification Form attached as Exhibit E.

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I.EXEMPTIONS.

Purchases or sales of securities that receive the prior approval of Legal/Compliance (upon consultation with another executive officer of Stone Harbor as appropriate) may be exempted from certain restrictions if such purchases or sales are not likely to have any economic impact on any client account managed or sub-advised by the Adviser.

J.MAXIMUM TRADES AND TRADE REQUESTS PER QUARTER

While there is no maximum limitation on the number of trades that a Covered Person may execute or request per quarter, the Code grants the CCO (in consultation with the CIO or CEO) the power to impose a limitation on any Covered Person if it is believed to be in the best interest of Stone Harbor or its clients.

K.OUTSIDE AFFILIATIONS AND DIRECTORSHIPS

Covered Persons (but not Related Persons) must obtain written approval from Legal/Compliance before accepting outside employment or becoming a director.  Such information shall be provided on the appropriate Outside Directorship Approval/Reporting Form attached as Exhibit G or Outside Activity Approval Request/Reporting Form attached as Exhibit H.

K.            GIFTS AND ENTERTAINMENT AND POLITICAL CONTRIBUTIONS.

A conflict of interest occurs when the personal interests of Covered Persons interfere or could potentially interfere with their responsibilities to Stone Harbor and its clients.  Accordingly, Covered Persons may not receive any gift, service, or other thing of more than de minimus value (i.e. $100) from any person or entity that does business with or on behalf of Stone Harbor during any twelve consecutive months, and no Covered Person may give or offer any gift of more than de minimus value to existing clients, prospective clients, or any entity that does business with or on behalf of Stone Harbor without pre-approval by Legal/Compliance.  A record of all such gifts valued at more than $100 will be maintained in a log describing the nature of the gift, who gave the gift, who received the gift, and the total cost and approximate per person amount will be maintained by Risk Management for a period of at least five years.  Legal/Compliance will review such Gift and Entertainment Log on a periodic basis.

Covered Persons may provide or accept an invitation to a business entertainment event, such as dinner or a sporting event, of reasonable value, if the person or entity providing the entertainment is present at the event.  Prior written permission of the CEO is required to accept or provide entertainment that exceeds $250 per person.  A record of all such entertainment valued at more than $250 will be maintained in a log describing the nature of the entertainment, where it took place, who attended, the total cost and approximate per person cost will be maintained by Risk Management for a period of at least five years.  Legal/Compliance will review such Gift and Entertainment Log on a periodic basis.

ANY GIFT OR ENTERTAINMENT RELATING TO A GOVERNMENT OFFICIAL, UNION OFFICIAL OR ERISA PLAN FIDUCIARY SHOULD BE PRE-APPROVED BY LEGAL/COMPLIANCE.

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STONE HARBOR PROHIBITS POLITICAL CONTRIBUTIONS THAT ARE GIVEN TO RETAIN OR OBTAIN BUSINESS OR OTHERWISE INFLUENCE A GOVERNMENT OFFICIAL TO SECURE BUSINESS.  IF YOU HAVE ANY QUESTION REGARDING THE APPROPRIATENESS OF A POLITICAL CONTRIBUTION, YOU SHOULD CONTACT LEGAL/COMPLIANCE.

ANY COVERED PERSON THAT IS REQUIRED TO REGISTER AS A LOBBYIST WITH ANY STATE, LOCAL, MUNICIPAL OR FOREIGN GOVERNMENT SHOULD NOTIFY LEGAL/COMPLIANCE.

L.SANCTIONS.

The CCO shall report all violations of this Code to the CEO and General Counsel of Stone Harbor.  These three officers   shall direct whatever remedial steps they deem appropriate to correct a violation of the Code, including, among other things, a letter of censure, fine or suspension or termination of the employment of the violator.  In addition, the CCO may impose additional sanctions, if, based upon all of the facts and circumstances considered, such action is deemed appropriate. Any profits that are disgorged or paid in connection with a violation of this Code shall be donated to one or more charities as directed by Stone Harbor.  All Covered Persons are required to promptly report any violations of this Code to Legal/Compliance.  Any retaliation for the reporting of a violation under this Code of Ethics will constitute a violation of the Code.

M.           CONFIDENTIALITY.

All information obtained from any person pursuant to this Code shall be kept in strict confidence, except that such information will be made available to the SEC or any other regulatory or self-regulatory organization to the extent required by law, regulation or this Code.

N.            CONSULTANTS AND TEMPORARY OR PART-TIME EMPLOYEES

Upon commencing their employment with Stone Harbor, consultants, temporary or part-time employees will be given a copy of this Code and will be required to acknowledge receipt of the Code and abide by the general fiduciary requirements set forth in the Preamble and Section A; the prohibition on Insider Trading set forth in Section E (5); and the requirements regarding Gifts and Entertainment set forth in Section K.  Consultants, temporary or part-time employees that have an engagement of more than three months are subject to all provisions of the Code, including pre-clearance.

O.            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 Code 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 204-2 under the Advisers Act and Rule 17j-1 under the 1940 Act.

Each Covered Person of Stone Harbor is to maintain records to establish that their investment decisions did not involve a conflict with the Code.  Generally such records would include copies of the Covered Person’s pre-clearance authorizations, brokerage confirmations and statements (if any).

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P.             TRAINING

Each new Covered Person must attend a Code of Ethics training session within a reasonable period of time after joining Stone Harbor.

Q.            BOARD REVIEW.

Stone Harbor shall provide to the Board of Directors of any U.S. registered investment company client, on a quarterly basis, a written report of all material violations of this Code, and at least annually, a written report and certification meeting the requirements of Rule 17j-1 under the 1940 Act.

R.            AMENDMENTS.

Unless otherwise noted herein, this Code shall become effective as to all Covered Persons upon employment. This Code may be amended as to Covered Persons from time to time by the CCO.  The CCO shall promptly notify all Covered Persons of any such amendments.  Any material amendment of this Code shall be submitted to the Board of Directors of any U.S. registered investment company client for approval in accordance with Rule 17j-1 under the 1940 Act.

Revised March 26, 2007

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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 equity holder 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 CODE OF ETHICS, “BENEFICIAL OWNERSHIP” SHALL BE INTERPRETED IN THE SAME MANNER, AS IT WOULD BE IN DETERMINING WHETHER A PERSON IS SUBJECT TO THE PROVISIONS OF SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934 AND THE RULES AND REGULATIONS THEREUNDER.

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EXHIBIT B

STONE HARBOR INVESTMENT PARTNERS LP

ACKNOWLEDGEMENT & INITIAL HOLDINGS REPORT PURSUANT TO THE CODE OF ETHICS (“CODE OF ETHICS” or “CODE”). THIS REPORT MUST BE COMPLETED AND RETURNED TO THE CHIEF COMPLIANCE OFFICER WITHIN 10 DAYS OF EMPLOYMENT.

NAME:	DATE OF EMPLOYMENT:
(PLEASE PRINT)

BROKERAGE ACCOUNT INFORMATION:

oI do not have a BENEFICIAL INTEREST in any account(s) with any financial services firm.

oI maintain the following brokerage account(s).  Please list any broker, dealer or bank, which holds securities for your direct or indirect benefit as of the date of your employment.

Name of Financial Services Firm and Address Account Title Account Number

SECURITIES HOLDINGS INFORMATION:

Complete the following (or attach a copy of your most recent statements(s)) listing all of your securities holdings as of the date of your employment. If attaching statement(s), please be sure to include any additional securities purchased since the date of the statement. U.S. Government securities do not need to be disclosed. For a list of other securities not required to be reported, please see Section D of the Code of Ethics.

Title/Type of
Security Ticker Symbol/Number of Shares Principal Amount Held Since Broker Name

o            I have no securities holdings to report.

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I CERTIFY THAT I HAVE RECEIVED A COPY OF THE CODE OF ETHICS, AND THAT I HAVE READ AND UNDERSTOOD ITS PROVISIONS. I FURTHER CERTIFY THAT THE ABOVE REPRESENTS A COMPLETE AND ACCURATE DESCRIPTION OF MY BROKERAGE ACCOUNT(S) AND SECURITIES HOLDINGS AS OF MY INITIAL DATE OF EMPLOYMENT.

Signature: Date:

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EX-99.B(Q)(2)

Exhibit 99.B(q)(2)

SEI LIQUID ASSET TRUST

SEI TAX EXEMPT TRUST

SEI DAILY INCOME TRUST

SEI INDEX FUNDS

SEI INSTITUTIONAL MANAGED TRUST

SEI INSTITUTIONAL INTERNATIONAL TRUST

SEI ASSET ALLOCATION TRUST

SEI INSTITUTIONAL INVESTMENTS TRUST

SEI INSURANCE PRODUCTS TRUST

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee of the above referenced funds (the “Trusts”), a business trust organized under the laws of The Commonwealth of Massachusetts, hereby constitutes and appoints Robert A. Nesher, Timothy D. Barto, Stephen F. Panner, Timothy W. Levin, Sean Graber and Jennifer M. Leach, each of them singly, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, to sign for his and in his name, place and stead, and in the capacity indicated below, to sign any and all Registration Statements and all amendments thereto relating to the offering of each Trust’s shares under the provisions of the Investment Company Act of 1940 and/or the Securities Act of 1933, each such Act as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as of the date set forth below.

/s/ Mitchell A. Johnson	Date:	5/23/07
Mitchell A. Johnson, Trustee