485APOS

As filed with the Securities and Exchange Commission on October 16, 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. 45  x

  and

  REGISTRATION STATEMENT UNDER THE
  INVESTMENT COMPANY ACT OF 1940  o

  AMENDMENT NO. 46  x

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

SEI Investments Company
One Freedom Valley Drive
Oaks, Pennsylvania 19456
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code 610-989-1000

Timothy D. Barto
SEI Investments Company
One Freedom Valley Drive
Oaks, Pennsylvania 19456
(Name and Address of Agent for Service)

Copy 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)
  o  on January 31, 2008 pursuant to paragraph (b)
  x  60 days after filing pursuant to paragraph (a)(1)
  o  on [date] pursuant to paragraph (a)(1)
  o  75 days after filing pursuant to paragraph (a)(2)
   o  on [date] pursuant to paragraph (a)(2) of Rule 485.

  If appropriate, check the following box:

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

SEI INSTITUTIONAL INTERNATIONAL TRUST

Class G Shares

PROSPECTUS

December 15, 2008

INTERNATIONAL EQUITY FUND

EMERGING MARKETS EQUITY FUND

EMERGING MARKETS DEBT FUND

Investment Adviser:

SEI INVESTMENTS MANAGEMENT CORPORATION

Investment Sub-Advisers:

ALLIANCEBERNSTEIN L.P.

ARTISAN PARTNERS LIMITED PARTNERSHIP

ASHMORE INVESTMENT MANAGEMENT LIMITED

AXA ROSENBERG INVESTMENT MANAGEMENT LLC

THE BOSTON COMPANY ASSET MANAGEMENT LLC

ING INVESTMENT MANAGEMENT ADVISORS, B.V.

MCKINLEY CAPITAL MANAGEMENT, INC.

PANAGORA ASSET MANAGEMENT, INC.

PRINCIPAL GLOBAL INVESTORS, LLC

QUANTITATIVE MANAGEMENT ASSOCIATES LLC

RECORD CURRENCY MANAGEMENT LIMITED

REXITER CAPITAL MANAGEMENT LIMITED

SMITH BREEDEN ASSOCIATES, INC.

STONE HARBOR INVESTMENT PARTNERS LP

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.

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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 G Shares of the International Equity, Emerging Markets Equity and Emerging Markets Debt Funds (each a Fund, and together, the 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:

	Page
INTERNATIONAL EQUITY FUND	5
EMERGING MARKETS EQUITY FUND	12
EMERGING MARKETS DEBT FUND	17
MORE INFORMATION ABOUT FUND INVESTMENTS	22
INVESTMENT ADVISER AND SUB-ADVISERS	22
PURCHASING, SELLING AND EXCHANGING FUND SHARES	28
DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION	35
DIVIDENDS, DISTRIBUTIONS AND TAXES	36
FINANCIAL HIGHLIGHTS	38
HOW TO OBTAIN MORE INFORMATION ABOUT SEI INSTITUTIONAL INTERNATIONAL TRUST	Back Cover

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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 from 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

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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 how 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 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 their 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 magnified 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

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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 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 fixed income 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 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 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,

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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 in 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

As of December 15, 2008, Class G Shares of the Fund had not commenced operations, and did not have a performance history.

The bar chart and the performance table below illustrate the risks and volatility of an investment in the Fund.  Since Class G Shares are invested in the same portfolio of securities, return for Class G Shares will be substantially similar to those of Class A Shares, and will differ only to the extent that Class G Shares have higher expenses.  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.

1998	19.29	%
1999	39.63	%
2000	-17.74	%
2001	-22.55	%
2002	-16.98	%
2003	31.88	%
2004	18.63	%
2005	14.28	%
2006	26.00	%
2007	6.96	%

Best Quarter:	Worst Quarter:
20.88%	-20.44%
(12/31/99)	(09/30/02)

The Fund’s Class A total return from January 1, 2008 to June 30, 2008 was -10.80%.

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-

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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 G Shares
Investment Advisory Fees	0.51	%
Distribution (12b-1) Fees	0.25	%
Other Expenses	0.82	%*
Acquired Fund Fees and Expenses	0.00	%**
Total Annual Fund Operating Expenses	1.58	%***

*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.

***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’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.

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 each 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
International Equity Fund – Class G Shares	$	161	$	499

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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 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

12

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 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 securities 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

As of December 15, 2008, Class G Shares of the Fund had not commenced operations, and did not have a performance history.

The bar chart and the performance table below illustrate the risks and volatility of an investment in the Fund.  Since Class G Shares are invested in the same portfolio of securities, return for Class G Shares will be substantially similar to those of Class A Shares, shown here, and will differ only to the extent that Class G Shares have higher expenses.  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.

1998	-31.95	%
1999	70.31	%
2000	-34.47	%
2001	-2.46	%
2002	-7.99	%
2003	49.05	%
2004	25.17	%
2005	30.68	%
2006	27.03	%
2007	30.04	%

Best Quarter:	Worst Quarter:
31.28%	-27.41%
(12/31/99)	(09/30/98)

The Fund’s Class A total return from January 1, 2008 to June 30, 2008 was -10.44%.

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

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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 G Shares
Investment Advisory Fees	1.05	%
Distribution (12b-1) Fees	0.25	%
Other Expenses	1.00	%*
Acquired Fund Fees and Expenses	0.00	%**
Total Annual Fund Operating Expenses	2.30	%***

*	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 for the current fiscal year are expected to be less than the amount shown above because the Adviser may voluntarily 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 this waiver at any time.  With this fee waiver, the Fund’s actual total operating expenses are expected to be as follows:

Emerging Markets Equity Fund – Class G Shares 2.22 %

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 each 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
Emerging Markets Equity Fund – Class G Shares	$	233	$	718

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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

17

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.

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 securities 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

As of December 15, 2008, Class G Shares of the Fund had not commenced operations, and did not have a performance history.

The bar chart and the performance table below illustrate the risks and volatility of an investment in the Fund.  Since Class G Shares are invested in the same portfolio of securities, return for Class G Shares will be substantially similar to those of Class A Shares, shown here, and will differ only to the extent that Class G Shares have higher expenses.  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.

1998	-20.89	%
1999	28.89	%
2000	13.51	%
2001	12.30	%
2002	10.61	%
2003	34.65	%
2004	14.49	%
2005	14.06	%
2006	12.43	%
2007	6.42	%

Best Quarter:	Worst Quarter:
17.55%	-29.08%
(12/31/02)	(09/30/98)

The Fund’s Class A total return from January 1, 2008 to June 30, 2008 was -1.54%.

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

19

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 G Shares
Investment Advisory Fees	0.85	%
Distribution (12b-1) Fees	0.25	%
Other Expenses	0.94	%*
Acquired Fund Fees and Expenses	0.00	%**
Total Annual Fund Operating Expenses	2.04	%***

* 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 for the current fiscal year are expected to be less than the amount shown above because the Adviser may voluntarily 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 this waiver at any time. With this fee waiver, the Fund’s actual total operating expenses are expected to be as follows:

Emerging Markets Debt Fund — Class G Shares 1.62 %

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 each 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
Emerging Markets Debt Fund – Class G Shares	$	207	$	640

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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 August 31, 2008, SIMC had more than $96.9 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	%
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 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, the Bernstein Global Value Investment Policy Group, manages the portion of the International Equity Fund’s assets allocated to AllianceBernstein. The team consists of Sharon Fay, Kevin Simms and Henry D’Auria. Ms. Fay was appointed Executive Vice President and Chief Investments Officer of Global Value Equities in 2003 and is responsible for oversight for all portfolio management and research relating to cross-border and non-U.S. value investment portfolios. She 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.  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. He 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. AXA Rosenberg’s team of portfolio engineers manages the portion of the International Equity Fund’s assets allocated to AXA Rosenberg.  Dr. William Ricks has been the firm’s Chief Investment Officer and Chief Executive Officer for the past seven years.  He has overall responsibility for the day-to-day management of the International Equity Fund and oversees the investment process, trading, operations, portfolio engineering and portfolio construction. Dr. Ricks has been with AXA Rosenberg since 1989.

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 McKinley 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.

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Principal Global Investors, LLC: Principal Global Investors, LLC (PGI), located at 801 Grand Avenue, Des Moines, Iowa 50392, 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 PGI.  This team consists of Paul H. Blankenhagen, CFA, and Juliet Cohn.  Each member of this team is responsible for implementing all security selection and portfolio construction decisions.  Mr. Blankenhagen, a Portfolio Manager, joined PGI in 1992 as an equity analyst and was named a Portfolio Manager in 2000.  He is responsible for leading the ongoing management of the international core, international diversified and international value equity portfolios.  Ms. Cohn, a Portfolio Manager, joined PGI in 2003 as a portfolio manager and is responsible for co-managing core international equity portfolios with a primary focus on Europe.

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, 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.

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

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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 280 South Mangum Street, Suite 301, Durham, North Carolina 27701, serves as a Sub-Adviser to the International Equity Fund.  A team of investment professionals, led by Tim Cunneen, CFA, and Daniel Dektar, Chief Investment Officer, manages the portion of the International Equity Fund’s assets allocated to Smith Breeden. Mr. Cunneen joined Smith Breeden in 1998 and has 15 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 25 years of investment experience. For the past five years, he has been Smith Breeden’s Chief Investment Officer.

Emerging Markets Equity Fund:

AllianceBernstein L.P.: AllianceBernstein 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 five 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, Richard Chow, Jean-Francois Van de Walle and Sanem Bilgin.  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 Global/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.  Richard Chow, Senior Vice President, Director of China Research and Research Analyst, is responsible for covering Technology, Internet, and Game Portals, China and joined Alliance Capital Management L.P. in 1997.  Mr. Chow also serves as the Chief Representative of AllianceBernstein Limited Shanghai Representative office.  Mr. Van de Walle, a Senior Vice President and Latin America Portfolio Manager, joined AllianceBernstein in 1991 as a Latin American Equity Research Analyst.  Ms. Bilgin, the Director of Research for Emerging Markets Growth, joined the firm as a research analyst in 1996 and became the director of research for Emerging Markets Growth in December 2007.

Artisan Partners Limited Partnership: Artisan Partners Limited Partnership (Artisan), located at 875 E. Wisconsin Avenue, Suite 800, Milwaukee, Wisconsin 53202, serves as a Sub-Adviser to the Emerging Markets Equity Fund.  Maria Negrete-Gruson, CFA, serves as portfolio manager of the portion of the Emerging Markets Equity Fund’s assets allocated to Artisan and is responsible for researching investment opportunities and the securities selection process.  Ms. Negrete-Gruson is a Managing Director of Artisan and serves as a portfolio manager for Artisan’s emerging markets portfolios.  Prior to joining Artisan in 2006, she was a portfolio manager for DuPont Capital Management’s emerging markets equity portfolios for more than five years.

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 Emerging Markets Equity Fund. AXA Rosenberg’s team of portfolio engineers manages the portion of the Emerging Markets Equity Fund’s assets allocated to AXA Rosenberg.  Dr. William Ricks has been the firm’s Chief Investment Officer and Chief Executive  

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Officer for the past seven years.  He has overall responsibility for the day-to-day management of the Emerging Markets Equity Fund and 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 and Warren C. Skillman. Mr. Henry, an Executive Vice President and Director of International Value Equity, whose role is Lead Portfolio Manager for all International Value and Emerging Markets Value strategies, joined the firm in 1994 to spearhead the firm’s international value equity group.  He has been a Portfolio Manager for over five years.  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 1988.  She has been a Portfolio Manager for the last five years.  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.

PanAgora Asset Management, Inc.: PanAgora Asset Management, Inc. (PanAgora), located at 470 Atlantic Avenue, 8th Floor, Boston, MA 02110, serves as a Sub-Adviser to the Emerging Markets Equity Fund.  A team 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, Sanjoy Ghosh, Ph.D., George Mussalli, CFA, Dmitri Kantsyrev, Ph.D., CFA, Jane Zhao, Ph.D. and Joel Feinberg.  Mr. Hua, Chief Investment Officer, oversees all equity strategies.  Mr. Qian, Director of Macro-Strategies, oversees macro research and portfolio management.  Mr. Ghosh is responsible for managing the Dynamic Equity strategies and ensuring the efficacy of the investment model.  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.  Ms. Zhao contributes to research supporting the Dynamic Equity strategies.  Prior to joining PanAgora, Ms. Zhao worked at China Insurance and Investment Co. and Risk Management and Technology Ltd.  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.  Mr. Kantsyrev is a Quantiative Analyst on the Dynamic Modeling Team responsible for conducting research for PanAgora’s Global and International Equity strategies.  Mr. Kantsyrev joined PanAgora in 2007 from the University of South California, where he studied Finance.  Mr. Feinberg has been with PanAgora since 2002 working within portfolio construction for the last several years.

Rexiter Capital Management Limited:  Rexiter Capital Management Limited (Rexiter), located at 80 Cannon 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

26

1997. Mr. Payne joined Rexiter in September 1999. They both have been Portfolio Managers for the firm for the past 8 years.

Emerging Markets Debt Fund:

Ashmore Investment Management Limited: Ashmore Investment Management Limited (Ashmore), located at 61 Aldwych, London, United Kingdom, WC2B 4AE, 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 Chief Executive and the Chairman of its Investment Committee, Mark Coombs, 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 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.  The two primary managers responsible for the SEI mandate are Gorky Urquieta and Daniel Eustaquio.  Messrs. Urquieta and Eustaquio are responsible for research, asset allocation and trading for the Emerging Markets Debt Fund.  Mr. Urquieta, Head of Global Emerging Markets Debt Team joined ING Investment Management Europe (IIME), a business unit within ING Group that includes IIMA, in 2007.  Prior to joining IIME, he worked at ING Investment Management Co. (ING Co.) as Deputy Head of the Global Emerging Markets Debt Team from 2000 to 2007.  Mr. Eustaquio, Investment Manager has been with ING Co. since 1998 as a Portfolio Manager, and joined the Global Emerging Markets Debt Team in 2000. 

Stone Harbor Investment Partners LP: Stone Harbor Investment 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 team consists of Peter J. Wilby, CFA; Pablo Cisilino; James E. Craige, CFA; Thomas K. Flanagan, CFA; and David Oliver.  Mr. Wilby, portfolio manager of the Emerging Markets Debt Fund, has served as Chief Investment Officer of Stone Harbor since April 2006.  Prior to April 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 Citigroup Asset Management.  Mr. Craige and Mr. Flanagan, portfolio managers of the Emerging Markets Debt Fund, have served as Senior Portfolio Managers of Stone Harbor since April 2006.  Prior to April 2006, Mr. Craige and Mr. Flanagan were the Managing Directors and Senior Portfolio Managers for emerging markets debt portfolios at Salomon Brother Asset Management Inc.  Mr. Cisilino, portfolio manager of the Emerging  

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Markets Debt Fund, has served as Senior Portfolio Manager of Stone Harbor since July 2006.  From June 2004 to July 2006, Mr. Cisilino was the Executive Director for Sales and Trading in Emerging Markets at Morgan Stanley Inc.  Prior to June 2004, he was the Vice President for local markets and FX sales and trading at Goldman Sachs.  Mr. Oliver, portfolio manager of the Emerging Markets Debt Fund, has served as a Senior Portfolio Manager of Stone Harbor since June 2008.  Prior to June 2008, Mr. Oliver was a Managing Director in emerging market sales and trading at Citigroup for over five years.

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

Purchasing, Selling and Exchanging Fund Shares

This section tells you how to purchase, sell (sometimes called “redeem”) and exchange Class G Shares of the Funds.  The Funds offer Class G 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 (a Business Day).

Financial institutions and intermediaries may purchase Class G 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 group who, in a 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 Funds’ policies and procedures related to excessive trading, please see “Frequent Purchases and Redemptions of Fund Shares” below.

You may be eligible to purchase other classes of shares of a Fund. However, you may only purchase a class of shares that your financial institutions or intermediaries sell or service. Your financial institutions or intermediaries can tell you which class of shares is available to you.

When you purchase or sell Fund shares through certain financial institutions (rather than directly from the Funds), you may have to transmit your purchase, sale and exchange 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.

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Certain other intermediaries, including certain broker-dealers and shareholder organizations, are authorized to accept purchase, redemption and exchange 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, sell or exchange Fund shares through your financial institution, you should contact your financial institution directly.  Investors may be charged a fee for purchase and/or redemption transactions effectuated through certain broker-dealers or other financial intermediaries.

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.

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.

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Prices for most securities held by a Fund are provided daily by third-party independent pricing agents. SIMC or a Fund’s 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 Fund’s 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 Fund’s 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, 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 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.

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 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 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

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International 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 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 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.

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.

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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.

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.

The Funds and/or their service providers have entered into agreements with financial intermediaries that require them to provide the Funds and/or their service providers with certain shareholder transaction information to enable the Funds and/or their service providers to review the trading activity in the omnibus accounts maintained by financial intermediaries. The Funds may also delegate trade monitoring to the financial intermediaries. If excessive trading is identified in an omnibus account, the Funds will work with the financial intermediary to restrict trading by the shareholder and may request the financial intermediary to prohibit the shareholder from future purchases or exchanges into the Funds. 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 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.

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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.

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’

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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.

How to Exchange Your Shares

You may exchange Class G Shares of any Fund for Class G Shares of any other Fund on any Business Day by contacting the Funds directly by mail or telephone. You may also exchange shares through your financial institution or intermediary by telephone. This exchange privilege may be changed or canceled at any time upon 60 days notice. When you exchange shares, you are really selling your shares and buying other Fund shares. Therefore, your sale price and purchase price will be based on the NAV next calculated after the Funds receive your exchange request.  All exchanges are based on the eligibility requirements of the Fund into which you are exchanging and any other limits on sales of or exchanges in that Fund.  Each Fund reserves the right to refuse or limit any exchange order for any reason, including if the transaction is deemed not to be in the best interest of the Fund’s other shareholders or possibly disruptive to the management of the Fund.  When a purchase or exchange order is rejected, the Fund will send notice to the prospective investor or the prospective investor’s financial intermediary prompted after receipt of the rejected order.

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.

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Distribution of Fund Shares

SEI Investments Distribution Co. (SIDCo.) is the distributor of the shares of the Funds.  SIDCo. receives compensation, pursuant to a Rule 12b-1 Plan, for distributing the Funds’ Class G Shares.  The distribution fee for Class G Shares, as a percentage of average daily net assets, may be up to 0.25%.  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 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 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 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 G 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).  Five calendar days after each month end, a list of all portfolio holdings in each Fund as of the end of such month shall be made available on the Portfolio Holdings Website.  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 Funds’ policy and procedures on the disclosure of portfolio holdings information is available in the SAI.

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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 and Emerging Markets Equity 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% (lower rates apply to 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 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.

It is expected that distributions from the Emerging Markets Debt Fund will primarily consist of ordinary income and that distributions from this Fund 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.

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More information about taxes is in the Funds’ SAI.

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Financial Highlights

As of December 15, 2008, Class G Shares of the Funds 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 Funds is available without charge through the following:

Statement of Additional Information (SAI)

The SAI dated December 15, 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

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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.

SEI-F-132 (12/08)

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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.
Artisan Partners Limited Partnership
Ashmore Investment Management Limited
AXA Rosenberg Investment Management LLC
The Boston Company Asset Management, LLC
ING Investment Management Advisors, B.V.
McKinley Capital Management, Inc.
PanAgora Asset Management, Inc.
Principal Global Investors, LLC
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 prospectus relating to Class G Shares of the International Equity, Emerging Markets Equity and Emerging Markets Debt Funds (the "Prospectus"), which is dated December 15, 2008. The Prospectus 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.

December 15, 2008

SEI-F-058 (12/08)

TABLE OF CONTENTS

THE TRUST	S-2
INVESTMENT OBJECTIVES AND POLICIES	S-2
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS	S-3
American Depositary Receipts	S-3
Asset-Backed Securities	S-4
Brady Bonds	S-5
Commercial Paper	S-6
Dollar Rolls	S-6
Equity-Linked Warrants	S-6
Equity Securities	S-6
Eurobonds	S-7
Fixed Income Securities	S-8
Foreign Securities	S-9
Forward Foreign Currency Contracts	S-10
Futures and Options on Futures	S-12
High Yield Foreign Sovereign Debt Securities	S-13
Illiquid Securities	S-14
Interfund Lending and Borrowing Arrangements	S-14
Investment Companies	S-14
Loan Participations and Assignments	S-15
Money Market Securities	S-15
Mortgage-Backed Securities	S-16
Non-Diversification	S-18
Obligations of Domestic Banks, Foreign Banks and Foreign Branches of U.S. Banks	S-18
Obligations of Supranational Entities	S-19
Options	S-19
Pay-In-Kind Bonds	S-20
Privatizations	S-20
Real Estate Investment Trusts	S-20
Receipts	S-21
Repurchase Agreements	S-21
Restricted Securities	S-22
Reverse Repurchase Agreements	S-22
Securities Lending	S-22
Short Sales	S-23
Sovereign Debt	S-23
Structured Securities	S-24
Swaps, Caps, Floors, Collars and Swaptions	S-24
U.S. Government Securities	S-26
Variable and Floating Rate Instruments	S-26
When-Issued and Delayed Delivery Securities	S-27
Yankee Obligations	S-27
Zero Coupon Securities	S-27
INVESTMENT LIMITATIONS	S-28
THE ADMINISTRATOR AND TRANSFER AGENT	S-30
THE ADVISER AND SUB-ADVISERS	S-31
DISTRIBUTION AND SHAREHOLDER SERVICING	S-55
TRUSTEES AND OFFICERS OF THE TRUST	S-57

PROXY VOTING POLICIES AND PROCEDURES	S-61
PURCHASE AND REDEMPTION OF SHARES	S-62
TAXES	S-63
PORTFOLIO TRANSACTIONS	S-66
DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION	S-69
DESCRIPTION OF SHARES	S-69
LIMITATION OF TRUSTEES' LIABILITY	S-69
CODES OF ETHICS	S-70
VOTING	S-70
SHAREHOLDER LIABILITY	S-70
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES	S-70
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	S-72
CUSTODIAN	S-72
LEGAL COUNSEL	S-72
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, Class I and Class G 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 proportion ate interest in that portfolio with each other share of that portfolio.

This Statement of Additional Information ("SAI") relates to the Class G Shares of the International Equity, Emerging Markets Equity and Emerging Markets Debt Funds (each, a "Fund" and, together, the "Funds").

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.

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. 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 Internation al (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 b e 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

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purposes. The amount of the Fund's portfolio that may be allocated to derivative strategies is expected to vary over time.

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 their exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another.

EMERGING MARKETS EQUITY FUND—The Emerging Markets Equity Fund seeks to provide capital appreciation.

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 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.

EMERGING MARKETS DEBT FUND—The investment objective of the Emerging Markets Debt Fund is to maximize total return.

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 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).

There can be no assurance that the Funds will achieve their respective investment objectives.

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

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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.

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

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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, and 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 col lateralized in full as to principal due at maturity by U.S. Treasury zero coupon obligations which have the same maturity as the Brady Bonds. Certain interest payments on these Brady Bonds may be collateralized by cash or securities in an amount that, in the case of fixed rate bonds, is typically equal to between 12 and 18 months of rolling interest payments or, in the case of floating rate bonds, initially is typically equal to between 12 and 18 months rolling interest payments based on the applicable interest rate at that time and is adjusted at regular intervals thereafter with the balance of interest accruals in each case being uncollateralized. Payment of interest and (except in the case of principal collateralized Brady Bonds) principal on Brady Bonds with no or limited collateral depends on the willingness and ability of the foreign government to make payment. In the event of a default on collateralized Brady Bonds for which obligations are accelerated, the collateral for the payment of principal will not be distributed to investors, nor will such obligations be sold and the proceeds distributed. The collateral will be held by the collateral agent to the scheduled maturity of the defaulted Brady Bonds, which will continue to be outstanding, at which time the face amount of the collateral will equal the principal payments which would have then been due on the Brady Bonds in the normal course.

Based upon current market conditions, a Fund would not intend to purchase Brady Bonds which, at the time of investment, are in default as to payment. However, in light of the residual risk of Brady Bonds and, among other factors, the history of default with respect to commercial bank loans by public and private entities of countries issuing Brady Bonds, investments in Brady Bonds are to be viewed as speculative. A substantial portion of the Brady Bonds and other sovereign debt securities in which the Emerging Markets Debt Fund invests are likely to be acquired at a discount, which involves certain additional considerations.

Sovereign obligors in developing and emerging market countries are among the world's largest debtors to commercial banks, other governments, international financial organizations and other financial institutions. These obligors have in the past experienced substantial difficulties in servicing their external debt obligations, which led to defaults on certain obligations and the restructuring of certain indebtedness. Restructuring arrangements have included, among other things, reducing and rescheduling interest and principal payments

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by negotiating new or amended credit agreements or converting outstanding principal and unpaid interest to Brady Bonds, and obtaining new credit to finance interest payments. Holders of certain foreign sovereign debt securities may be requested to participate in the restructuring of such obligations and to extend further loans to their issuers. There can be no assurance that the Brady Bonds and other foreign sovereign debt securities in which 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 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

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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 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.

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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 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 conditio ns appear to be deteriorating, medium to lower rated securities may decline in value due to heightened concern over credit quality, regardless of prevailing interest rates. Investors should carefully consider the relative risks of investing in high yield securities and understand that such securities generally are not meant for short-term investing.

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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.

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

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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 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 cu rrency 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.

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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 matures. 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 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.

A Fund (except the International Equity Fund) 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 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 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 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

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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 or fun ds 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 Fund enters into currency transactions when they do not own assets denominated in that currency, the Fund's volatility may increase and losses on such transactions will not be offset by increases in the value of the Fund's 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.

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

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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. Instances in which a Fund may use futures contracts and related options for risk management purposes include: attempting to 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 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

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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 go vernment'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 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 Fun ds' 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.

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

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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 collat eral 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 be subject to certain defenses that can be asserted by such borrower as a result of improper conduct by the intermediary bank. In ad dition, 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.

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,

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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 PC" securities) which also guarantee timely payment of monthly principal reductions. Government and private guarantees do not exte nd to the securities' 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 private stockholders. 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 doe s 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.

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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.

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

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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 Emerging Markets Debt Fund is a non-diversified investment company, as defined in the 1940 Act, which means that a relatively high percentage of its assets may be invested in the obligations of a limited number of issuers. The value of shares of the Fund may be more susceptible to any single economic, political or regulatory occurrence than the shares of a diversified investment company would be. The Fund intends to satisfy the diversification requirements necessary to qualify as a regulated investment company under the Code, which requires that the Fund be diversified (i.e., not invest more than 5% of its assets in the securities in any one issuer) as to 50% of its 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

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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 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.

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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.

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.

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

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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 primarily 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.

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.

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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 Board. 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 in the security, an d 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

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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 distributions 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 borrower, including possible delays or restrictions upon the Fund's ability to reco ver 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.

A Fund may invest the cash received as collateral through loan transactions in other eligible securities, including shares of a registered money market fund or unregistered money market fund that complies with the requirements of Rule 2a-7 under the 1940 Act, including funds that do not seek to maintain a stable $1.00 per share net asset value. Investing the cash collateral subjects the Fund's investments to market appreciation or depreciation. A Fund remains obligated to return all collateral to the borrower under the terms of its securities lending arrangements, even if the value of the investments made with the collateral has declined. Accordingly, if the value of an investment declines, a Fund would be required to liquidate other investments in order to return collateral to the borrower at the end of a loan.

The cash collateral may be invested in the SEI Liquidity Fund, LP ("Liquidity Fund"), an affiliated private money market fund managed by SIMC and operated in accordance with Rule 12d1-1 under the 1940 Act. Although the Liquidity Fund is not registered as an investment company under the 1940 Act, it intends to operate as a money market fund in compliance with Rule 2a-7 of the 1940 Act to the extent required by Rule 12d1-1 under the 1940 Act. The cash collateral invested in the Liquidity Fund may be subject to the risk of loss in the underlying investments of the Liquidity Fund.

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

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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 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 194 0 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.

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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.

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.

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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").

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.

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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 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 additional 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

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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 zero 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 t he 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.

Each of the International Equity, Emerging Markets Equity 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 Fund.

  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.

Non-Fundamental Policies

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

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Each of the International Equity, Emerging Markets Equity and Emerging Market Debt 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 Fund.

  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.

  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.

  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.

  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.

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

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

  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 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 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 with at least 60 days' notice to the Emerging Markets Debt Fund's shareholders.

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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: (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 and Emerging Markets Debt Funds have adopted a fundamental policy that would permit direct investment in real estate. However, the International Equity, Emerging Markets Equity 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.

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.

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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.

Administration Fees. For its administrative services, the Administrator receives a fee, which is calculated based upon the aggregate average daily net assets of the Trust and paid monthly by each Fund at the following annual rates:

Fund	Administration Fee
International Equity Fund		0.45	%
Emerging Markets Equity Fund		0.65	%
Emerging Markets Debt Fund		0.65	%

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
Emerging Markets Debt Fund	$	5,803	$	5,797	$	5,862	$	0	$	0	$	0

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 10 investment companies, including more than 80 funds, with more than $96.9 billion in assets under management as of August 31, 2008.

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, 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

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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 the 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, 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 quantitatively 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 a 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 Emerging Markets Equity Fund's average daily net assets and 0.85% of the Emerging Markets Debt 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
Emerging Markets Debt Fund	$	3,687	$	3,839	$	3,920	$	3,902	$	3,741	$	3,745

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The Sub-Advisers

ALLIANCEBERNSTEIN L.P.—AllianceBernstein L.P. ("AllianceBernstein"), serves as a sub-adviser to a portion of the assets of the 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.

ARTISAN PARTNERS LIMITED PARTNERSHIP—Artisan Partners Limited Partnership ("Artisan") serves as a Sub-Adviser to a portion of the assets of the Emerging Markets Equity Fund. Artisan Investment Corp has a controlling interest in Artisan.

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.

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.

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 privately held by two trusts established by Mr. Robert B. Gillam. Mr. Gillam is a fiduciary for each of the trusts.

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.

PRINCIPAL GLOBAL INVESTORS, LLC—Principal Global Investors, LLC ("PGI") serves as a Sub-Adviser to a portion of the assets of the International Equity Fund. PGI, a Delaware limited liability company, was founded in 1879 and is a wholly-owned indirect subsidiary of Principal Financial Group, Inc., a Delaware corporation founded in 1879.

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 Fund. RCM is a private limited company (United Kingdom) founded in 1983 and is a 100% directly-owned subsidiary of Record plc. Record plc. is 32.15% owned by Neil P. Record.

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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. As of August 31, 2008, Smith Breeden's senior professionals and directors owned 79% of the firm's equity. Former employees and former outside directors (and family members and trusts related to those groups) owned the remaining 21%.

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.

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
Emerging Markets Debt Fund	$	3,708	$	3,921	$	3,594	$	0	$	0	$	0

Portfolio Management

AllianceBernstein

Compensation. SIMC pays AllianceBernstein 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 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 Emerging Markets Equity and International Equity Funds. The following information relates to the period ended August 31, 2008.

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

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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 AllianceBernstein'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 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 August 31, 2008, AllianceBernstein's portfolio managers did not beneficially own any shares of the Emerging Markets Equity and International Equity Funds.

Other Accounts. As of August 31, 2008, in addition to the 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
Sharon E. Fay		158		$	72,681,000,000		185		$	35,575,000,000		40,465		$	170,257,000,000
		3	*	$	9,940,000,000		1	*	$	1,316,000,000		148	*	$	22,058,000,000
Kevin F. Simms		158		$	72,681,000,000		197		$	39,796,000,000		40,465		$	170,257,000,000
		3	*	$	9,940,000,000		2	*	$	2,228,000,000		148	*	$	22,058,000,000
Henry D'Auria		84		$	44,688,000,000		111		$	31,061,000,000		955		$	128,495,000,000
		2	*	$	4,543,000,000		1	*	$	1,316,000,000		138	*	$	20,542,000,000
Stephen Beinhacker		17		$	10,366,000,000		33		$	6,824,000,000		95		$	16,051,000,000
		N/A			N/A		1	*	$	357,000,000		11	*	$	3,802,000,000
Richard Chow and Sanem Bilgin		6		$	1,711,000,000		14		$	3,784,000,000		23		$	3,778,000,000
		N/A			N/A		1	*	$	159,000,000		7	*	$	1,629,000,000
Michael Levy and Jean Van De Walle		6		$	1,711,000,000		8		$	3,323,000,000		17		$	3,069,000,000
		N/A			N/A		N/A			N/A		5	*	$	1,110,000,000

*  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 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.

Artisan

Compensation. SIMC pays Artisan a fee based on the assets under management of the Emerging Markets Equity Fund as set forth in an investment sub-advisory agreement between Artisan and SIMC. Artisan 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 August 31, 2008.

An Artisan portfolio manager is compensated through a fixed base salary and a subjectively determined incentive bonus, the aggregate amount of which is a portion of a bonus pool which is tied to the firm's fee revenues generated by all accounts included within the manager's investment strategy, including the Emerging Markets Equity Fund. A portfolio manager is not compensated based on the performance of accounts, except to the extent that positive account performance results in increased investment management fees earned by Artisan based on assets under management. Artisan bases incentive bonuses on revenues earned with respect to the investment strategy, rather than on investment performance, because the firm believes that this method aligns its portfolio manager's interests more closely with the long-term interests of clients.

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Artisan portfolio managers participate in group life, health, medical reimbursement and retirement plans that are generally available to all salaried employees of the firm. All senior professionals, including portfolio managers, have or are expected to have over a reasonable time, limited partnership interests in the firm.

Ownership of Fund Shares. As of August 31, 2008, Artisan's portfolio manager did not beneficially own any shares of the Emerging Markets Equity Fund.

Other Accounts. As of August 31, 2008, in addition to the Emerging Markets Equity Fund, Artisan's portfolio manager 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
Maria Negrete- Gruson		1	$	87,364,549	N/A			N/A		N/A	N/A
	N/A		N/A			1	*	$	76,965,866	N/A	N/A

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

Conflicts of Interest.  Artisan's emerging markets investment team, led by Maria Negrete-Gruson as manager, manages portfolios for multiple clients. These accounts may include accounts for registered investment companies, separate accounts (assets managed on behalf of institutions such as pension funds and foundations) and other private pooled investment vehicles. All investment accounts managed by Artisan within a single investment strategy are managed to a single model, such that all client portfolios within a particular investment strategy are essentially the same, provided that there may be certain exceptions resulting from: (i) client-directed restrictions and limitations; and (ii) cash flows into and out of such accounts. Because of these considerations, Artisan's emerging markets investment team may from time to time purchase securities, including init ial public offerings, for one client account, but not for another client account for which that team is responsible. As a result, performance dispersion among client accounts within the emerging markets strategy may occur. In addition, some of the portfolios Artisan manages in its emerging markets strategy may have fee structures, including performance fees, that are or have the potential to be higher or lower, in some cases significantly higher or lower, than the fees paid by the Emerging Markets Equity Fund to Artisan. Although Artisan may have an incentive to manage the assets of accounts with performance-based fees differently from its other accounts, the firm believes that potential conflict is effectively controlled by Artisan's procedures to manage all clients within a particular strategy similarly regardless of fee structure.

Artisan's goal is to provide high quality investment services to all of its clients, while meeting its fiduciary obligation to treat all clients fairly. Artisan has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, that it believes address the potential conflicts associated with managing portfolios for multiple clients. In addition, Artisan monitors a variety of areas, including compliance with investment guidelines (to the extent applicable to the Artisan portion of the portfolio), the allocation of IPOs and compliance with the firm's Code of Ethics.

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 August 31, 2008.

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 Chief Executive and in the case of the Chief Executive 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

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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.

Ownership of Fund Shares. As of August 31, 2008, Ashmore's portfolio managers did not beneficially own any shares of the Emerging Markets Debt Fund.

Other Accounts. As of August 31, 2008, in addition to the Emerging Markets Debt Fund, Ashmore'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
Mark Coombs, Jules Green, Seumas Dawes and Jerome Booth		1	$	512,400,000		28		$	23,704,906,000		16		$	10,942,100,000
	N/A		N/A			22	*	$	22,203,000,000		4	*	$	1,106,300,000

*  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.

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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 August 31, 2008.

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 August 31, 2008, Dr. Ricks did not beneficially own any shares of the Emerging Markets Equity or International Equity Fund.

Other Accounts. As of August 31, 2008, 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		18		$	6,793,259,468		22		$	4,126,651,042		167		$	25,056,433,669
		9	*	$	3,399,339,539		1	*	$	18,494,216		30	*	$	5,837,912,905

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

Conflicts of Interest. AXA Rosenberg recognizes that conflicts of interest are inherent in its business and accordingly has developed policies, procedures and disclosures that it believes are reasonably designed to detect, manage and mitigate the effects of potential conflicts of interest in the area of employee personal trading, managing multiple accounts for multiple clients, including funds, and allocating investment opportunities. Employees are subject to the above-mentioned policies and oversight to help ensure that all of its clients are treated fairly.

Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities for more than one account (including the Funds), such as devotion of unequal time and attention to the management of the accounts, inability to allocate limited investment opportunities across a broad band of accounts and incentive to allocate opportunities to an account where the portfolio manager, the adviser or the sub-adviser has a great financial incentive, such as a performance fee account. AXA Rosenberg believes it has adopted policies and procedures that are reasonably designed to address these types of conflicts and that serve to operate in a manner that is fair and equitable among its clients, including the Funds.

Dr. Ricks' management of Other Accounts may give rise to potential conflicts of interest in connection with his management of the Funds' investments, on the one hand, and the investments of the Other Accounts, on the other. The Other Accounts might have similar investment objectives to the Funds, or hold, purchase, or sell securities that are eligible to be held, purchased, or sold by the Funds. AXA Rosenberg believes that its quantitative investment process and pro rata allocation of investment opportunities diminish the possibility

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of any conflict of interest resulting in unfair or inequitable allocation of investment opportunities among accounts. Additionally, AXA Rosenberg believes that it has adopted policies and procedures that are designed to manage those conflicts in an appropriate way.

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 August 31, 2008.

The portfolio managers' cash compensation is composed primarily of a market-based salary and incentive compensation (annual and long term retention incentive awards). Funding for The Boston Company's Annual Incentive Plan and Long Term Retention Incentive Plan is through a pre-determined fixed percentage of overall The Boston Company 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 the fund's 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 industry compensation benchmarks. A significant portion of the opportunity awards 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 awards 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 The Boston Company wide performance measured on the same basis as described above. Further allocations are made to specific team members by the product manager based upon section contribution and other qualitative factors.

All portfolio managers and analysts are also eligible to participate in The Boston Company Long Term Retention Incentive Plan. This plan provides for an annual award, payable in cash and/or Bank of New York 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 upon the growth in The Boston Company's net income (capped at 20% and with a minimum payout of the Bank of New York Mellon 3 year CD rate).

Ownership of Fund Shares. As of August 31, 2008, The Boston Company's portfolio managers did not beneficially own any shares of the Emerging Markets Equity Fund.

Other Accounts. As of August 31, 2008, 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 and Carolyn Kedersha		9	$	4,740,000,000		11	$	3,630,000,000		43		$	7,360,000,000
	N/A		N/A		N/A		N/A			1	*	$	315,000,000

* 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.

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These conflicts may include, but are not limited 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. Other conflicts are addressed within the policies of The Boston Company. Further, the Chief Compliance Officer of The Boston Company shall maintain a Conflicts Matrix that further defines the conflicts specific to The Boston Company.

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.

Portfolio managers' cash compensation is composed 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 over The Boston Company 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 the fund's realized performance fee.

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 security 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 allocation of shares or price in a block trade. Particularly in cases when a portfolio manager buys or sells a security for a group of accounts in an aggregate amount that may influence the market price of the stock, certain portfolios could receive a more favorable price on earlier executions than accounts that participate subsequent fills. The less liquid the market for the security of 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 or sales to receive a less favorable price.

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When a portfolio manager intends to trade the same security for more than one account, The Boston Company policy generally requires that such orders be "bunched," which means that the trades for the individual accounts are aggregated and each portfolio receives the same average 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.

To ensure that trades are being allocated in a fair and equitable manner consistent with The Boston Company's policies, performance dispersion among portfolios in all of The Boston Company's investment strategies is reviewed on a monthly basis. While it is not practicable to examine each individual trade allocation, this performance analysis for strategy-specific portfolio groups provides a reasonable basis to confirm adherence to policy or to highlight potential outliers.

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 Affiliations and Directorship.  Employees may serve as directors, officers or general partners of certain outside entities after obtaining the appropriate approvals in compliance with the The Boston Company's Code of Conduct and Bank of New York Mellon's 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 Bank of New York 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 assigned 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 Bank of New York 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 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.

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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.

Client Commission Arrangements.  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 client commission arrangements in a manner which will ensure the availability of the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934 and which will ensure that the firm meets its fiduciary obligations for seeking to obtain best execution for its clients. Client commissions may be used for services that qualify as "research" or "brokerage". All 3rd party commission services are justified in writing by the user specifically noting how the service will assist in the investment decision making process and approved by the Brokerage Practices Committee.

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

The Boston Company's Code of Conduct sets forth broad requirements for accepting gifts and entertainment. The Boston Company's Gift Policy supplements the Bank of New York Mellon Code of Conduct and requires certain reporting and/or prior approval when accepting gifts and entertainment valued in excess of predetermined ranges. On a quarterly basis, The Boston Company Compliance Personnel review the gifts and entertainment accepted by The Boston Company employees to ensure compliance with the Bank of New York Mellon Code of Conduct and The Boston Company Gift Policy.

Affiliated Brokerage.  The Boston Company is affiliated with certain Bank of New York Mellon affiliated broker dealers. The Boston Company does not execute brokerage transactions directly with Bank of New York Mellon affiliated brokers. An exception to this prohibition is where a client has provided affirmative written direction to The Boston Company to execute trades through a Bank of New York Mellon affiliated broker as part of a directed brokerage arrangement that the client has with such affiliated broker. The Boston Company also maintains Affiliated Brokerage and Underwriting Policy and Procedures.

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 August 31, 2008.

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. Generally, depending on the position, the maximum bonus achievable ranges between 30% and 100% of the base salary. 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 criteria and personnel evaluations are conducted once a year. Qualitative team factors are important in the assessment, which applies to all professional categories. Bonuses are based on calendar year performance results. Remuneration is not adjusted for risk taken.

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Ownership of Fund Shares. As of August 31, 2008, IIMA's portfolio managers did not beneficially own any shares of the Emerging Markets Debt Fund.

Other Accounts. As of August 31, 2008 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	$	480,000,000		11	$	13,524,000,000		3	$	1,012,000,000
Daniel Eustaquio		2	$	480,000,000		11	$	13,524,000,000		3	$	1,012,000,000

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 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 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 August 31, 2008.

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.

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Ownership of Fund Shares. As of August 31, 2008, McKinley Capital's portfolio managers did not beneficially own any shares of the International Equity Fund.

Other Accounts. As of August 31, 2008, 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, Gregory Samorajski, Frederic Parke, Sheldon Lien, Brandon Rinner, Paul Hanson and Forrest Badgley		5	$	1,270,311,194.45		4	$	779,004,847.05		86		$	12,268,160,572.57
	N/A		N/A		N/A		N/A			2	*	$	493,154,135.66

*  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 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 August 31, 2008.

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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 regarding the investment performance of the accounts they manage and not revenue associated with these accounts.

Employees are included in the Equity Partnership Plan (the "Plan") offered by their parent company, Putnam Investments. Under the terms of the Plan, up to 20% of the equity in the parent company may be issued in new, non-voting shares and distributed to company professionals.

Ownership of Fund Shares. As of August 31, 2008, PanAgora's portfolio managers did not beneficially own any shares of the Emerging Markets Equity Fund.

Other Accounts. As of August 31, 2008, 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, Ph.D		#		#		#			#		#			#
Edward Qian, Ronald Hua, Sanjoy Ghosh, George Mussalli and Joel Feinberg		12	$	1,317,811,229		25		$	2,341,529,109		65		$	8,305,631,501
		N/A		N/A		3	*	$	206,579,879		10	*	$	1,779,799,044
Jane Zhao, Ph.D.		7	$	504,857,523		8		$	383,909,904		26		$	1,882,246,517
		N/A		N/A		1	*	$	35,288,527		N/A			N/A
Dmitri Kantsyrev, Ph.D., CFA		5	$	948,837,954		7		$	2,026,810,283		25		$	5,073,813,471
		N/A		N/A		2	*	$	171,291,352		10	*	$	1,779,799,044

#  Eric Sorensen is CEO of PanAgora and as such has oversight of the Firm's accounts.

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

Performance fees are typically based on the portfolios net of asset based management fee returns and may include a performance hurdle rate. These fees are typically a measure of a period of at least 12 months and are based on pre-tax returns.

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 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.

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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.

PGI

Compensation.  SIMC pays PGI a fee based on the assets under management of the International Equity Fund as set forth in an investment sub-advisory agreement between PGI and SIMC. PGI 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 August 31, 2008.

PGI offers a globally competitive salary and incentive compensation plan that are evaluated annually relative to other top-tier asset management firms. Percentages of base salary versus performance bonus vary by position but are based on national market data and are consistent with industry standards. Generally, the compensation structure is based on a formula consisting of both retail and institutional peer rankings and index relative investment performance.

All investment staff members are eligible for incentive bonuses and broad-based stock option programs. In 2008, PGI introduced a supplemental profit sharing plan for select senior members of the investment team. This plan will provide additional long-term incentives in the form of restricted stock units tied specifically to growth and profitability of the equities group. Lastly, members of senior management, lead portfolio managers and other senior investment professionals such as research directors and senior analysts are also eligible for restricted stock grants.

The incentive compensation program is aligned with client goals and objectives. Typically, ninety percent of incentive compensation for portfolio managers and sixty percent of incentive compensation for analysts are determined directly on the basis of index relative performance and peer groups. Results are measured over rolling one-year, two-year, and three-year periods consistent with appropriate risk management standards. The remaining portion of incentive compensation is based on a combination of individual results and overall firm results. Overall firm results are driven primarily by aggregate investment performance across asset classes relative to index performance and peers, in addition to financial results and new business development.

Ownership of Fund Shares.  As of August 31, 2008, PGI's portfolio managers did not beneficially own any shares of the International Equity Fund.

Other Accounts.  As of August 31, 2008, in addition to the International Equity Fund, PGI'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
Paul Blankenhagen		8	$	3,083,591,560		3	$	3,347,096,258		2	$	110,862,971
Juliet Cohn		8	$	3,083,591,560		3	$	3,347,096,258		2	$	110,862,971

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

Conflicts of Interests.  PGI's 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

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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. PGI does not believe that these conflicts, if any, are material or, to the extent any such conflicts are material, PGI 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 PGI's 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 trades. It is theoretically possible that PGI's 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, PGI 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 PGI's 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 PGI 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 International Equity Fund. Notwithstanding this theoretical conflict of interest, it is PGI's policy to manage each account based on its investment objectives and related restrictions and, as discussed above, PGI 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 objective s and related restrictions. For example, while PGI's 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 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 August 31, 2008.

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 and the indices against which our strategies are managed; 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 August 31, 2008, QMA's portfolio managers did not beneficially own any shares of the International Equity Fund.

Other Accounts. As of August 31, 2008, 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	46 N/A	$31,285,854,860 N/A	31 N/A	$6,499,773,430 N/A	104 15*	$15,658,044,923 $5,936,465,835
Peter Xu	24 N/A	$9,064,595,613 N/A	27 N/A	$6,048,686,272 N/A	45 15*	$9,472,133,453 $5,936,465,835
John Van Belle	43 N/A	$30,858,774,360 N/A	28 N/A	$6,068,446,975 N/A	95 15*	$13,803,839,934 $5,936,465,835

*  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 Equity Fund 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 Equity Fund. The following information relates to the period ended June 30, 2008.

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 June 30, 2008, RCM's portfolio managers did not beneficially own any shares of the International Equity Fund.

Other Accounts. As of June 30, 2008, in addition to the International Equity Fund, 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	8 N/A	$1,420,250,879 N/A	9 N/A	$791,177,838 N/A	26 2**	$19,658,743,640 $335,500,600
Ian Harrison	N/A N/A	N/A N/A	33 N/A	$5,199,075,919 N/A	24 3**	$6,864,761,298 $798,591,020
Dmitri Tikhonov	N/A N/A	N/A N/A	46 N/A	$5,012,914,304 N/A	10 N/A	$3,027,038,997 N/A
Carl Beckley	N/A N/A	N/A N/A	30 N/A	$4,488,675,857 N/A	1 1**	$89,556,750 $79,606,000
Peter Wakefield	N/A N/A	N/A N/A	3 N/A	$1,557,853,353 N/A	4 3**	$4,241,024,413 $2,499,445,307

* While Robert Bloom is formally a portfolio manager, he is not responsible for the day-to-day management of any Other Accounts.

** 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 Equity Fund. 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 Equity Fund. Further, neither the compensation that RCM nor the portfolio managers receive, nor expect to receive, lead them to favor their management of the Other Accounts over the International Equity Fund. Finally, it is RCM's p olicy 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 August 31, 2008.

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 August 31, 2008, Rexiter's portfolio managers did not beneficially own any shares of the Emerging Markets Equity Fund.

Other Accounts. As of August 31, 2008, 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	$146,678,000 N/A	1 N/A	$1,239,831,000 N/A	N/A 1*	N/A $185,283,000
Nick Payne	2 N/A	$491,412,000 N/A	N/A N/A	N/A N/A	2 1*	$270,590,000 $26,942,000

* 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 August 31, 2008.

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.

Performance-based fees ("PBFs") are achieved when an account realizes an appreciation in its net asset value or an account's return exceeds a benchmark return. A PBF is calculated as a percentage of this outperformance and the performance measurement period is generally quarterly or annually. In some circumstances when the outperformance is negative during the measurement period, the loss is carried forward into the next measurement period.

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The PBF calculation for clients in Other Accounts is described in their respective confidential contractual agreements. At the end of each measurement period, Smith Breeden calculates the PBF, if any, in accordance with these agreements.

Ownership of Fund Shares. As of August 31, 2008, Smith Breeden's portfolio managers did not beneficially own any shares of the International Equity Fund.

Other Accounts.  As of August 31, 2008, 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(1)		Total Assets		Number of Accounts			Total Assets		Number of Accounts			Total Assets
Tim Cunneen		5	$	448,000,000		2		$	5,584,000,000		4		$	2,021,000,000
	N/A		N/A			N/A			N/A		3	*	$	1,357,000,000
Daniel Dektar		2	$	434,000,000		2		$	920,000,000		4		$	797,000,000
	N/A		N/A			2	*	$	920,000,000		4	*	$	797,000,000

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

(1) Accounts include only those portfolios where the portfolio manager is the primary portfolio manager. Portfolio managers also assist other primary portfolio managers with additional accounts in a secondary role where needed.

Conflicts of Interests. Smith Breeden's compliance policies and procedures are designed to identify and monitor potential conflicts of interest and to appropriately manage any conflicts of interest as they arise. 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 Trade Allocation Policy is designed to ensure that no client or class of clients is favored or disfavored consciously or consistently in the allocation of investment opportunities and, to the extent practical, that 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, employees of Smith Breeden may be restricted from transacting in certain securities, including the securities of certain clients, from time to time.

Smith Breeden has adopted a Proxy Voting Policy that provides procedures and guidelines for proxy voting.

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.

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 such individuals may have with client securities holdings and transactions.

Smith Breeden has no affiliated companies or parent organizations. It does not take part in brokerage activities or investment banking activities.

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 August 31, 2008.

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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 August 31, 2008, Stone Harbor's portfolio managers did not beneficially own any shares of the Emerging Markets Debt Fund.

Other Accounts. As of August 31, 2008, 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	$	541,943,196		9	*	$	2,746,522,211		45	***	$	9,577,871,936
Pablo Cisilino, James E. Craige, CFA, Thomas Flanagan, CFA		2	$	417,804,686		5	**	$	2,045,933,419		27	***	$	6,136,074,413

*  One account is invested in two of the pooled investment vehicle accounts, and is subject to a performance-based advisory fee. The total market value of this account is $91,583,947.

**  A portion of one account is invested in one of the pooled investment vehicle accounts, and is subject to a performance-based advisory fee. The market value of this portion is $44,409,517.

***  Two accounts are subject to a performance-based advisory fee with total market value of $474,008,846.

Note: Performance-based advisory fees are computed annually and are calculated on a pre-tax revenue.

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 policies 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 AND SHAREHOLDER SERVICING

General. 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.

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Distribution Agreement with the Trust.  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 o f the outstanding shares of such Fund or by the Distributor.

The Trust has adopted a Distribution Plan (the "Plan") for the Class G Shares of each Fund in accordance with the provisions of Rule 12b-1 under the 1940 Act, which regulates circumstances under which an investment company may directly or indirectly bear expenses relating to the distribution of its shares. In this regard, the Board has determined that the Plan is in the best interests of the shareholders. Continuance of the Plan must be approved annually by a majority of the Trustees of the Trust and by a majority of the Trustees who are not "interested persons" of the Trust as that term is defined in the 1940 Act, and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related thereto (the "Qualified Trustees"). The Plan may not be amended to materially increase the amount that may be spent thereunder without approval by a majority of the outstanding shares of the Class G Shares of each Fund. All material amendments of the Plan will require approval by a majority of the Trustees of the Trust and of the Qualified Trustees.

The Plan adopted for the Class G Shares shareholders provides that the Trust will pay the Distributor a fee of up to 0.25% of the average daily net assets of the Funds' Class G Shares that the Distributor can use to compensate broker-dealers and service providers, including affiliates of the Distributor, that provide distribution-related services to Class G Shares shareholders or to their customers who beneficially own Class G Shares. Payments may be made under the Plan for distribution services, including reviewing of purchase and redemption orders, assisting in processing purchase, exchange and redemption requests from customers, providing certain shareholder communications requested by the Distributor, forwarding sales literature and advertisements provided by the Distributor, and arranging for bank wires. Except to the extent that the Administrator and/or SIMC benefited through increased fees from an increase in the net assets of the Tru st, which may have resulted in part from the expenditures, no interested person of the Trust nor any Trustee of that Trust who is not an interested person of the Trust has or had a direct or indirect financial interest in the operation of the Plan or related agreements.

For the fiscal year ended September 30, 2007, the Funds did not incur any 12b-1 expenses.

Shareholder Servicing Plan. The Trust has also adopted a shareholder servicing plan for its Class G Shares ("Shareholder Servicing Plan"). Under the Shareholder Servicing Plan, 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.

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

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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 SIMC 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 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.

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 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 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 80 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 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 Trustee is SEI I nvestments Company, One Freedom Valley Drive, Oaks, Pennsylvania 19456.

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Interested Trustees.

ROBERT A. NESHER (DOB 08/17/46)—Chairman of the Board of Trustees* (since 1988)—SEI employee, 1974-present. Mr. Nesher currently manages SEI's proprietary investment advisory and mutual fund business and SEI's third-party fund administration business. President and Chief Executive Officer of the Trust, December 2005-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. and SEI Multi-Strategy Funds PLC. Trustee of The Advisors' Inner Circle Fund, The Advisors' Inner Circle Fund II, Bishop Street Funds, SEI Asset Alloc ation Trust, 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.

WILLIAM M. DORAN (DOB 05/26/40)—Trustee** (since 1982)—1701 Market Street, Philadelphia, PA 19103. 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 Daily Income Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust and SEI Alpha Strategy Portf olios, LP.

*  Mr. Nesher is a Trustee who may be deemed to be an "interested" person of the Funds (as that term is defined in the 1940 Act) by virtue of his relationship with SEI.

**  Mr. Doran is a Trustee who may be deemed to be an "interested" person of the Funds (as that term is defined in the 1940 Act) by virtue of his relationship with SEI and the Trust's Distributor.

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 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 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 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)—Founder and Managing Director, Avec Capital (strategic fundraising firm), since April 2008. Managing Director, Cue Capital (strategic fundraising firm), March 2002-March 2008. Trustee/Director of SEI Opportunity Fund, L.P., SEI Structured Credit Fund, LP, SEI Asset Allocation Trust, SEI Daily Income Trust, 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 Daily Income Trust, SEI Institutional Investments Trust, SEI

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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 Institutional Investments Trust, SEI Tax Exempt Trust and SEI Alpha Strategy Portfolios, LP.

HUBERT L. HARRIS, JR. (DOB 07/15/43)—Trustee (since 2008)—Retired since December 2005. Chief Executive Officer and Chair of the Board of Directors, AMVESCAP Retirement, Inc., 1997-December 2005. Chief Executive Officer, INVESCO North America, September 2003-December 2005. Director, Colonial BancGroup, Inc., 2003-present. Chair of the Board of Trustees, Georgia Tech Foundation, Inc. (nonprofit corporation), 2007-present. Trustee/Director of SEI Daily Income Trust, SEI Asset Allocation Trust, SEI Institutional Investments Trust, SEI Institutional International Trust, SEI Institutional Managed Trust, SEI Liquid Asset 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 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, Williams, Johnson and Harris, Ms. Greco and Ms. Lesavoy currently serve as members of the Audit Committee. The Audit Committee meets periodically, as necessary, and met 4 times during the Trust's fiscal year ended September 30, 2007.

•  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 12 times during the Trust's fiscal year ende d September 30, 2007.

•  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, Johnson

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and Harris, Ms. Greco and Ms. Lesavoy currently serve as members of the 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 fiscal year ended September 30, 2007.

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	$50,000-$100,000 (International Equity Fund) $10,001-$50,000 (Emerging Markets Debt Fund) $1-$10,000 (Emerging Markets Equity Fund)	Over $100,000
Mr. Doran	$10,001-$50,000 (Emerging Markets Debt Fund) $10,001-$50,000 (Emerging Markets Equity Fund) $10,001-$50,000 (International Equity Fund)	Over $100,000
Independent
Mr. Storey	None	None
Mr. Sullivan	None	Over $100,000
Ms. Greco	None	Over $100,000
Ms. Lesavoy	None	None
Mr. Williams	None	None
Mr. Johnson	None	None
Mr. Harris	None	None

*   Valuation date is December 31, 2007.

Board Compensation. The Trust paid the following fees to the Trustees during its fiscal year ended September 30, 2007.

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	$	0	N/A	N/A	$	0
Mr. Doran	$	0	N/A	N/A	$	0
Independent
Mr. Gooch*	$	14,360	N/A	N/A	$	181,750
Mr. Storey	$	14,360	N/A	N/A	$	181,750
Mr. Sullivan	$	14,360	N/A	N/A	$	181,750
Ms. Greco	$	14,360	N/A	N/A	$	181,750
Ms. Lesavoy	$	14,360	N/A	N/A	$	181,750
Mr. Williams	$	14,360	N/A	N/A	$	181,750
Mr. Johnson	$	7,208	N/A	N/A	$	92,000
Mr. Harris**		N/A	N/A	N/A		N/A

*   Mr. Gooch retired as of December 5, 2007.

**   Mr. Harris was appointed as a Trustee as of June 26, 2008 and did not serve as a Trustee for the Trust's fiscal year ended September 30, 2007.

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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.

The officers of the Trust have been elected by the Board. Each officer shall hold office until the election and qualification of his or her successor, or until earlier resignation or removal.

ROBERT A. NESHER—(DOB 08/17/46)—President and Chief Executive Officer (since 2005)—See biographical information above under the heading "Independent Trustees."

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 Opportunity Fund, L.P., SEI Institutional Managed Trust, SEI Asset Allocation Trust, SEI Institutional Investments Trust, SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Liquid Asset Trust, The Advisors' Inner Circle Fund, The Advisors' Inner Circle Fund II and Bishop Street Funds since March 2006. Chief Compliance Officer of SEI Structured Credit Fund, LP and SEI Alpha Strategy Portfolios, LP since June 2007. Director of Investment Product Management and Development of SIMC, February 2003-March 2006. Senior Investment Analyst—Equity Team of SIMC, March 2000-February 2003.

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.

ANDREW S. DECKER (DOB 08/22/63)—Anti-Money Laundering Compliance Officer (since 2008)— Compliance Officer and Product Manager, SEI Investments, since 2005. Vice President, Old Mutual Capital, 2000-2005.

AARON C. BUSER (DOB 11/19/70)—Vice President and Assistant Secretary (since 2008)— Attorney, SEI Investments, since July 2007. Attorney, Stark & Stark (law firm), March 2004-July 2007. Attorney, Flaster/Greenberg, P.C. (law firm), January 2000-February 2004.

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

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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, 2008, 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.

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 Board; 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

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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. 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.

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 Prospectus. 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 Prospectus 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.

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

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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.

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 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% (lower rates apply to 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 Uni ted 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 Emerging Markets Debt Fund 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 capital gains will cease to apply to taxable years beginnin g after December 31, 2010.

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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 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

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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 of 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 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

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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.

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 Prospectus, 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

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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	%
Emerging Markets Debt Fund	$	0	$	0	$	0	$	0	$	0	$	0		0	%		0	%		0	%		0	%		0	%		0	%

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	%

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 fiscal year ended September 30, 2007. 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

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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.

Five calendar days after each month end, a list of all portfolio holdings in each Fund as of the end of such month shall be made available on the Portfolio Holdings Website. 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' Form 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.

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

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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 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 public.

VOTING

Each share held entitles the shareholder of record to one vote. Shareholders of each Fund or class will vote separately on matters pertaining solely to that Fund or class, such as any distribution plan. As a Massachusetts business trust, the Trust is not required to hold annual meetings of shareholders, but approval will be sought for certain changes in the operation of the Trust and for the election of Trustees under certain circumstances. In addition, a Trustee may be removed by the remaining Trustees or by shareholders at a special meeting called upon written request of shareholders owning at least 10% of the outstanding shares of the Trust. In the event that such a meeting is requested, the Trust will provide appropriate assistance and information to the shareholders requesting the meeting.

Where the Prospectus for the Funds or SAI states 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.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of October 1, 2008, 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

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believes that most of the shares referred to below were held by the below persons in accounts for their fiduciary, agency or custodial customers.

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		203,718,663.703		77.56	%
International Equity Fund: Class I
Patterson & Co. Cust. SPTC FBO Elkem Metals Inc. Ret. Svgs. 1525 W. WT Harris Blvd. Charlotte, NC 28288-0001		54,138.667		7.31	%
Patterson & Co. Custodian SPTC FBO Alspaugh Company 401(K) Retirement 1525 W. WT Harris Blvd. Charlotte, NC 28288-0001		49,802.027		6.72	%
Patterson & Co. Cust. SPTCO FBO Ahern Nichols Ahern & Hersey 1525 West WT Harris Blvd. Charlotte, NC 28288-0001		46,110.823		6.22	%
Patterson & Co. Cust. SPTC FBO Charlick Springstead & Wilson Dentl 1525 West WT Harris Blvd. Charlotte, NC 28288-0001		45,367.035		6.12	%
Patterson & Co. Custodian SPTC FBO Arlington Orthopedic Assoc. 401K PSP 1525 W. WT Harris Blvd. Charlotte, NC 28288-0001		39,458.585		5.33	%
Emerging Markets Equity Fund: Class A
SEI Private Trust Company One Freedom Valley Drive Oaks, PA 19456		69,654,442.998		82.42	%
Emerging Markets Debt Fund: Class A
SEI Private Trust Company One Freedom Valley Drive Oaks, PA 19456		68,367,553.740		73.30	%

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

KPMG LLP, located at 1601 Market Street, Philadelphia, Pennsylvania 19103, serves as the independent registered public accounting firm for the Funds.

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.

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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, an implied senior debt rating is determined. Subordinated debt usually is rated lower than senior debt to better reflect relative position of the obligation in bankruptcy. Unsecured debt, where significant secured debt exists, is treated similarly to subordinated debt.

LONG-TERM 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.

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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 No. 033-22821) 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 No. 033-22821), 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)  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 herein incorporated by reference to Exhibit (d)(3) of Post-Effective Amendment No. 44 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 25, 2008.

(d)(4)  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)(5)  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)(6)  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)(7)  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 herein incorporated by reference to Exhibit (d)(8) of Post-Effective Amendment No. 44 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 25, 2008.

(d)(8)  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)(9)  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)(10)  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)(11)  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)(12)  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)(13)  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)(14)  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)(15)  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)(16)  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)(17)  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)(18)  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)(19)  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)(20)  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 herein incorporated by reference to Exhibit (d)(25) of Post-Effective Amendment No. 44 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 25, 2008.

(d)(21)  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.

(d)(22)  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)(23)  Investment Sub-Advisory Agreement between SIMC and PanAgora Asset Management, Inc. dated July 20, 2007 with respect to the Emerging Markets Equity Fund is herein incorporated by reference to Exhibit (d)(28) of Post-Effective Amendment No. 44 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 25, 2008.

(d)(24)  Investment Sub-Advisory Agreement between SIMC and PanAgora Asset Management, Inc. dated August 3, 2007 with respect to the Emerging Markets Equity Fund is herein incorporated by reference to Exhibit (d)(29) of Post-Effective Amendment No. 44 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 25, 2008.

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(d)(25)  Investment Sub-Advisory Agreement between SIMC and Fidelity International Investment Advisors dated March 21, 2007 with respect to the International Fixed Income Fund is herein incorporated by reference to Exhibit (d)(30) of Post-Effective Amendment No. 44 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 25, 2008.

(d)(26)  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 herein incorporated by reference to Exhibit (d)(31) of Post-Effective Amendment No. 44 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 25, 2008.

(d)(27)  Investment Sub-Advisory Agreement between SIMC and Artisan Partners Limited Partnership dated June 27, 2008 with respect to the Emerging Markets Equity Fund is filed herewith.

(d)(28)  Investment Sub-Advisory Agreement between SIMC and Principal Global Investors, LLC dated July 14, 2008 with respect to the International Equity Fund is filed herewith.

(d)(29)  Investment Sub-Advisory Agreement between SIMC and UBS Global Asset Management (Americas) Inc. dated September 18, 2008 with respect to 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)  Schedule D to the Amended and Restated Administration and Transfer Agency Agreement between the Registrant and SEI Investments Global Funds Services dated June 26, 2008 is filed herewith.

(h)(3)  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)(4)  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)(5)  Shareholder Service Plan and Agreement with respect to the Class G shares is filed herewith.

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(h)(6)  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.

(m)  Distribution Plan with respect to the Class G shares is filed herewith.

(n)  Amended and Restated Rule 18f-3 Multiple Class Plan relating to Class A, I, Y and G shares dated June 26, 2008 is filed herewith.

(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 herein incorporated by reference to Exhibit (p)(3) of Post-Effective Amendment No. 44 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 25, 2008.

(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 The Boston Company Asset Management, LLC is herein incorporated by reference to Exhibit (p)(6) of Post-Effective Amendment No. 44 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 25, 2008.

(p)(6)  The Code of Ethics for AllianceBernstein L.P. (f/k/a Alliance Capital Management L.P.) is herein incorporated by reference to Exhibit (p)(7) of Post-Effective Amendment No. 44 to Registrant's Registration Statement on Form N-1A (File Nos.033-22821 and 811-05601), filed with the SEC on January 25, 2008.

(p)(7)  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)(8)  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)(9)  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)(10)  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)(11)   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.

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(p)(12)  The Code of Ethics for PanAgora Asset Management, Inc. is herein incorporated by reference to Exhibit (p)(15) of Post-Effective Amendment No. 44 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 25, 2008.

(p)(13)  The Code of Ethics for AXA Rosenberg Investment Management LLC is herein incorporated by reference to Exhibit (p)(16) of Post-Effective Amendment No. 44 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 25, 2008.

(p)(14)  The Code of Ethics for BlackRock Financial Management, Inc. is herein incorporated by reference to Exhibit (p)(17) of Post-Effective Amendment No. 44 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 25, 2008.

(p)(15)  The Code of Ethics for Fidelity International Investment Advisors is filed herewith.

(p)(16)  The Code of Ethics for ING Investment Management Advisors, B.V. is herein incorporated by reference to Exhibit (p)(19) of Post-Effective Amendment No. 44 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 25, 2008.

(p)(17)  The Code of Ethics for Record Currency Management Limited is filed herewith.

(p)(18)  The Code of Ethics for Stone Harbor Investment Partners LP is herein incorporated by reference to Exhibit (p)(21) of Post-Effective Amendment No. 44 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 25, 2008.

(p)(19)  The Code of Ethics for Artisan Partners Limited Partnership is filed herewith.

(p)(20)  The Code of Ethics for Principal Global Investors, LLC is filed herewith.

(p)(21)  The Code of Ethics for UBS Global Asset Management (Americas) Inc. 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 Nos. 033-22821 and 811-05601), filed with the SEC on January 27, 2006.

(q)(2)  Power of Attorney for Mitchell A. Johnson is herein incorporated by reference to Exhibit (q)(2) of Post-Effective Amendment No. 44 to Registrant's Registration Statement on Form N-1A (File Nos. 033-22821 and 811-05601), filed with the SEC on January 25, 2008.

(q)(3)  Power of Attorney for Hubert L. Harris 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

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of expenses incurred or paid by trustees, directors, officers or controlling persons of the Registrant in connection with the successful defense of any act, suit or proceeding) is asserted by such trustees, directors, officers or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 26.  Business and Other Connections of Investment Adviser:

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
Lewis A. Sanders Chairman of the Board, Chief Executive Officer and Director, Chief Investment Officer	—	—
Henri de Castries Director	AXA AELIC AXA Financial	Chairman, Management Board Director Chairman of the Board
Christopher M. Condron Board Director	AXA AELIC AXA Financial	Member of the Management Chairman, Chief Executive Officer Director, President & Chief Executive Officer
Denis Duverne Director	AXA AELIC	Chief Financial Officer Director
Richard S. Dziadzio Director	—	—
Deborah S. Hechinger Director	—	—
Gerald M. Lieberman President, Chief Operating Officer and Director	AXA	Executive Committee
Lorie A. Slutsky Director	The New York Community Trust AELIC	President and Chief Executive Officer Director

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Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Dominique Carrel-Billard Director	AXA	Chief Executive Officer
Peter J. Tobin Director	AXA	Director
Nick Lane Director	—	—
Weston M. Hicks Director	Alleghany Corporation	President and Chief Executive Officer
A.W. (Pete) Smith, Jr. Director	Smith Consulting	President
Seth J. Masters Executive Vice President	—	—
Sharon E. Fay Executive Vice President	—	—
Mark R. Manley Senior Vice President, Deputy General Counsel, and Chief Compliance Officer	—	—
Robert Henry Joseph Jr. Senior Vice President and Chief Financial Officer	—	—
Edward J. Farrell Senior Vice President and Controller	—	—
Marilyn Fedak Executive Vice President	—	—
Thomas S. Hexner Executive Vice President	—	—
Marc O. Mayer Executive Vice President	—	—
James G. Reilly Executive Vice President	—	—
Lawrence H. Cohen Executive Vice President	—	—
Laurence E. Cranch Executive Vice President and General Counsel	—	—

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Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Christopher Toub Executive Vice President	—	—
Lisa Shalett Executive Vice President	—	—
David Steyn Executive Vice President	—	—
Douglas J. Peebles Executive Vice President	—	—
Mark R. Gordon Executive Vice President	—	—
James A. Gingrich Executive Vice President	—	—
Jeffrey S. Phlegar Executive Vice President	—	—
Gregory J. Tencza Executive Vice President	—	—

Artisan Partners Limited Partnership

Artisan Partners Limited Partnership ("Artisan") is a sub-adviser for the Registrant's Emerging Markets Equity Fund. The principal business address of Artisan is 875 E.Wisconsin Avenue, Suite 800, Milwaukee, Wisconsin 53202. Artisan is a registered investment adviser under the Advisers Act.

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Andrew A. Ziegler Chief Executive Officer	Artisan Distributors LLC Artisan Investment Corporation	Officer President
Lawrence A. Totsky Chief Financial Officer	Artisan Distributors LLC Artisan Investment Corporation	Officer Chief Financial Officer and Treasurer
Janet D. Olsen General Counsel	Artisan Distributors LLC Artisan Investment Corporation	Officer Vice President and Secretary
Brooke J. Billick Chief Compliance Officer	Artisan Distributors LLC	Officer
Karen L. Guy Chief Operating Officer— Business Operations	Artisan Distributors LLC Artisan Investment Corporation	Officer Vice President
Eric R. Colson Chief Operating Officer— Investment Operations	Artisan Distributors LLC Artisan Investment Corporation	Officer Vice President

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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 61 Aldwych, London, United Kingdom WC2B 4AE. Ashmore is a registered investment adviser under the Advisers Act.

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Mark Langhorn Coombs Director	Ashmore Group plc Ashmore Investments (UK) Ltd Ashmore Asset Management Limited (Non-trading) EMTA (formerly "Emerging Markets Traders Association" (US registered)) Ashmore AOF (GP) Limited (Cayman Islands registered) Ashmore Global Special Situations Fund Limited (Guernsey registered) Ashmore Global Special Situations Fund 2 Limited (Guernsey registered) CPI Limited (Cayman Islands registered) Ashmore Cayman SPC Limited (Cayman Islands registered) Ashmore Emerging Markets Debt and Currency Fund (Guernsey registered) Ashmore (Hong Kong) Limited (Hong Kong registered) Ashmore Energy International Limited (Cayman Islands registered) Yamal Co Energy Partners Limited Fidelity Cayman Investment Company Limited (Cayman Islands registered) The Ashmore Group plc Limited Pension Scheme The Ashmore Group Ltd Retirement and Death Benefit Scheme The Ashmore Group Ltd Retirement and Death Benefit Scheme Re: Mark Coombs	Director (Chief Executive) Director (Chief Executive) Director Director (Co-chair) Director (Company struck off register 12/29/2006) Director (resigned November 4,2006) Director (resigned November 4, 2006) Director (resigned December 4, 2006) Director (resigned December 4, 2006) Director (resigned November 4, 2006) Director (resigned November 11, 2007) Director (extinguished, as the company was dissolved on December 29, 2007) Director (resigned December 15, 2006) Director (resigned December 4, 2006) Trustee (Ceased) Trustee Trustee

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Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	The Ashmore Group Ltd Retirement and Death Benefit Scheme Re: Julian Green The Ashmore Group Ltd Retirement and Death Benefit Scheme Re: Christopher Raeder The Ashmore Group Ltd Retirement and Death Benefit Scheme Re: Jerome Booth	Trustee Trustee Trustee
Graeme Dell Director (appointed December 19, 2007)	Ashmore Group plc Ashmore Investments (UK) Limited Ashmore Global Opportunities Limited	Director (appointed December 19, 2007) Director (appointed December 19, 2007) Director (appointed March 5, 2008)
Mark Grimwood Director (appointed October 31, 2007, resigned December 19, 2007)	Ashmore Investments (UK) Limited	Director (appointed October 31, 2007, resigned December 19, 2007)
Jon Moulton Director (resigned March 12, 2007)	Ashmore Investments (UK) Limited Alchemy Partners (Guernsey) Ltd (Guernsey registered) Alchemy Partners LLP 30 St James's Square Investments Ltd Airborne Systems Group Limited Airborne Systems Holdings Ltd Airborne Systems Limited Ashmore Group plc Ashmore Investments (UK) Ltd Aries (Mauritius registered) Cedar Ltd In Liquidation Cedar Crestone (US—Delaware) registered Data point Finance Ltd (In Liquidation) Edlaw plc Point-on Holdings Redac Ltd Redac Gratis Limited Redac Group Ltd	Director (resigned March 12, 2007) Director Managing Partner Director Director Director Director Director Director (resigned < /font>March 12, 2007) Director Director Director Director Director Director Director Director

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Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	Redac Group No 2 Ltd Sandsenor Ltd In Liquidation Sylvan International Limited Tattershall Castle Group Limited TCG Holdings Ltd UK Stem Cell Foundation	Director Director Director Director Director Director
James Neilsen Pettigrew Director (resigned October 31, 2007)	Edinburgh Investment Trust plc CMC Markets plc Ashmore Group plc Ashmore Investments (UK) Limited	Director Director Director (resigned October 31, 2007) Director (resigned October 31, 2007)

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.

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Stephane Prunet Global Chief Executive Officer	AXA Investment Managers SA	Member, AXA IM Executive Committee
Agustin Sevilla Global Chief Investment Officer	—	—
William E. Ricks Chief Executive Officer and Chief Investment Officer of The Americas	—	—
Barr Rosenberg Chairman	—	—
Kenneth Reid Group Vice Chairman	—	—
Vincent Ordonneau Global Chief Financial Officer	—	—
William R. Wiebe Global Head of Legal and Compliance	—	—

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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 BlackRock, Inc. BlackRock Advisors, LLC BlackRock Advisors Holdings, Inc. BlackRock Capital Management, Inc. BlackRock Cayco Limited BlackRock Cayman Company BlackRock Cayman Newco Limited BlackRock Finco, LLC BlackRock Finco UK, Ltd. BlackRock Funding, Inc. BlackRock Funding International, Ltd. BlackRock Holdco Limited BlackRock Institutional Management Corporation BlackRock International Holdings, Inc. BlackRock International, Ltd BlackRock Investment Management, LLC BlackRock Lux Finco S.a r.l. BlackRock Operations (Luxembourg) S.a r.l. BlackRock Portfolio Holdings, Inc. BlackRock Portfolio Investments, LLC BlackRock UK 1 LP BlackRock US Newco, Inc.	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 Director Director Director Chief Financial Officer, Managing Director and Director Director Director Chief Financial Officer, Managing Dir ector 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

C-13

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	State Street Research & Management Company SSRM Holdings, Inc.	Chief Financial Officer andManaging Director Chief Financial Officer andManaging Director
Robert P. Connolly General Counsel, Managing Director and Secretary	BAA Holdings, LLC BlackRock, Inc. BlackRock Advisors, LLC BlackRock Advisors Holdings, Inc. BlackRock Capital Management, Inc. BlackRock Funding, Inc. BlackRock Institutional Management Corporation BlackRock International Holdings, Inc. BlackRock International, Ltd BlackRock Investments, Inc. BlackRock Investment Management, LLC BlackRock Lux Finco S.a r.l. BlackRock Operations (Luxemb ourg) S.a r.l. BlackRock Portfolio Holdings, Inc. BlackRock Portfolio Investments, LLC BlackRock UK 1 LP BlackRock US Newco, Inc. State Street Research and Management Company SSRM Holdings, Inc.	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 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 Directo r and Secretary General 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 BlackRock, Inc. BlackRock Advisors, LLC BlackRock Advisors Holdings, Inc. BlackRock Advisors, Singapore Pte. Ltd. BlackRock Capital Management, Inc BlackRock Funding, Inc. BlackRock Funding International, Ltd. BlackRock Funds BlackRock Holdco 2, Inc. BlackRock Institutional Management Corporation BlackRock International Holdings, Inc. BlackRock International, Ltd BlackRock Inve stments, Inc. BlackRock Investment Management, LLC BlackRock Portfolio Holdings, Inc. BlackRock Portfolio Investments, LLC BlackRock US Newco, Inc. State Street Research & Management Company State Street Research Investment Services, Inc. SSRM Holdings, Inc.	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 Chief Executive Officer Chairman and Chief Executive Officer Chairman, Chief Executive Officer and Director Director Chairman, Chief Executive Officer and Director
Robert S. Kapito President and Director	BAA Holdings, LLC BlackRock, Inc. BlackRock Advisors, LLC BlackRock Advisors Holdings, Inc. BlackRock Advisors Singapore Pte. Ltd. BlackRock Closed-End Funds	President and Director President and Director President and Director President and Director President President and Trustee

C-15

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	BlackRock Capital Management, Inc. BlackRock Funding, Inc. BlackRock Funding International, Ltd. BlackRock Holdco 2, Inc. BlackRock (Institutional) Canada Ltd. BlackRock Institutional Management Corporation BlackRock International Holdings, Inc. BlackRock International, Ltd BlackRock Investments, Inc. BlackRock Investment Management, LLC BlackRock Portfolio Holdings, Inc. BlackRock Portfolio Investments, LLC BlackRock Realty Advisors, Inc. BlackRock US Newco, Inc. State Street Research & Management Company State Street Research Investment Services, Inc. SSRM Holdings, Inc.	President and Director President and Director Director Director President and Director President and Director President and Director FSA Approved Person Director President President an d Director President and Director Director President and Director President and Director Director President and Director
Charles Hallac Vice Chairman	BlackRock, Inc. BlackRock Advisors, LLC BlackRock Advisors Holdings, Inc. BlackRock Capital Management, Inc. BlackRock Funding, Inc. BlackRock India Private Ltd. BlackRock Institutional Management Corporation BlackRock International Holdings, Inc. BlackRock International, Ltd. BlackRock Investment Management, LLC BlackRock Portfolio Holdings, Inc.	Vice Chairman Vice Chairman Vice Chairman Vice Chairman Vice Chairman Director Vice Chairman Vice Chairman FSA Approved Person Vice Chairman Vice Chairman

C-16

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	BlackRock Portfolio Investments, LLC BlackRock US Newco, Inc. State Street Research & Management Company SSRM Holdings, Inc.	Vice Chairman Vice Chairman Vice Chairman Vice Chairman
Barbara Novick Vice Chairman	BlackRock, Inc. BlackRock Advisors, LLC BlackRock Advisors Holdings, Inc. BlackRock Capital Management, Inc. BlackRock Funding, Inc. BlackRock Institutional Management Corporation BlackRock International Ho ldings, Inc. BlackRock International, Ltd. BlackRock Investments, Inc. BlackRock Investment Management, LLC BlackRock Portfolio Holdings, Inc. BlackRock Portfolio Investments, LLC BlackRock US Newco, Inc. State Street Research & Management Company SSRM Holdings, Inc.	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 Vice Chairman Vice Chairman
Scott Amero Vice Chairman	BlackRock, Inc. BlackRock Advisors, LLC BlackRock Advisors Holdings, Inc. BlackRock Capital Management, Inc. BlackRock Funding, Inc. BlackRock Institutional Management Corporation BlackRock International Holdings, Inc. BlackRock International, Ltd. BlackRock Investment Management, LLC	Vice Chairman Vice Chairman Vice Chairman Vice Chairman Vice Chairman 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. BlackRock Portfolio Investments, LLC BlackRock US Newco, Inc. State Street Research & Management Company SSRM Holdings, Inc.	Vice Chairman Vice Chairman Vice Chairman Vice Chairman Vice Chairman
Susan Wagner Vice Chairman and Chief Operating Officer	BAA Holdings, LLC BlackRock, Inc. BlackRock Advisors, LLC BlackRock Advisors Holdings, Inc. BlackRock Capital Management, Inc. BlackRock Finco UK, Ltd. BlackRock Funding, Inc. BlackRock Institutional Management Corporation BlackRock International Holdings, Inc. BlackRock International, Ltd BlackRock Investment Management, LLC BlackRock Portfolio Holdings, Inc. BlackRock Portfolio Investm ents, LLC BlackRock US Newco, Inc. State Street Research & Management Company SSRM Holdings, Inc.	Vice Chairman, Chief Operating Officer and Director 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

C-18

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Robert Doll Vice Chairman	BlackRock, Inc. BlackRock Advisors, LLC BlackRock Advisors Holdings, Inc. BlackRock Capital Management, Inc. BlackRock Funding, Inc. BlackRock Funds (formerly Merrill Lynch Funds) BlackRock Institutional Management Corporation BlackRock International Holdings, Inc. BlackRock Investment Management, LLC BlackRock Portfolio Holdings BlackRock Portfolio Investments, LLC BlackRock US Newco, Inc. Portfolio Administration & Management Ltd.	Vice Chairman and Director Vice Chairman Vice Chairman 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. BlackRock Advisors, LLC BlackRock Advisors Holdings, Inc. BlackRock Asset Management U.K. Limited BlackRock Capital Management, Inc. BlackRock Funding, Inc. BlackRock Institutional Managem ent Corporation BlackRock International Holdings, Inc. BlackRock International, Ltd. BlackRock Investment Management (Australia) Limited BlackRock Investment Management International Limited BlackRock Investment Management, LLC BlackRock Investment Management (UK) Limited	Vice Chairman Vice Chairman Vice Chairman Chairman and Director Vice Chairman Vice Chairman Vice Chairman Vice Chairman Chairman and Director Director Chairman and Director Vice Chairman Vice Chairman

C-19

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	BlackRock Jersey Holdco Limited BlackRock Lux Finco S.a r.l. BlackRock Operations (Luxembourg) S.a r.l. BlackRock Portfolio Holdings, Inc. BlackRock Portfolio Investments, LLC BlackRock UK 1 LP BlackRock U S Newco, Inc.	Director Vice Chairman Vice Chairman Vice Chairman Vice Chairman Vice Chairman Vice Chairman

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	Bank of New York Mellon TBC General Partner, LLC Standish Mellon Asset Management, LLC The Boston Company Asset Management NY, LLC	Senior Vice President Director, President Member Chairman, Manager
David Cameron President, CEO, Manager	Bank of New York Mellon The Boston Company Asset Management NY, LLC	Senior Vice President President, CEO, Manager
Phillip N. Maisano Manager	Dreyfus Corporation Founders Asset Management LLC Franklin Portfolio Associates, LLC Mellon Capital Management Corp. Newton Management Limited Standish Mellon Asset Management Company LLC EACM Advisors LLC The Boston Company Asset Management NY, LLC	CIO, Vice Chair and Director Member, Board of Managers Director Director Director Member, Board of Managers Chairman of Board Manager
Cyrus Taraporevala Manager	Urdang Capital Management The Boston Company Asset Management NY, LLC	Board Member Manager

C-20

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	N.A. Institutional Sales, Client Management & Marketing BNY Mellon Asset Management	Senior Vice President, Executive Director Senior Vice President, Executive Director
Ronald O'Hanley Manager	EACM Advisors, LLC MAM (DE) Trust MAM (MA) Holdings Trust Franklin Portfolio Holdings, LLC Mellon Bank N.A. Mellon Capital Management Corporation Bank of New York Mellon Corporation Pareto Investment Management Limited Standish Mellon Asset Management Company LLC The Dreyfus Corporation BNY Mellon Asset Management The Boston Company Asset Management NY, LLC	Board of Managers Trustee & President Trustee & President Director Director Director Vice Chairman, Executive Committee Non Executive Director Director Vice Chairman, Director President & CEO Manager
Edward Ladd Manager	Standish Mellon Asset Management Company LLC The Boston Company Asset Management NY, LLC	Manager Manager
Scott E. Wennerholm Director	EACM Advisors, LLC Franklin Portfolio Holdings, LLC MAM (MA) Holdings Trust Mellon Capital Management Corporation Newton Management Limited Standish Mellon Asset Management Company LLC The Boston Company Asset Management NY, LLC	Director Director Trustee Director Director Director Manager

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	—	—

C-21

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Allan Pelvang Director and Vice President	—	—
Brett Goodin Director	—	—
Andrew Wells Director	—	—
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	Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director < /font>Director Director

C-22

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	Pembroke Miyamora Real Estate Limited Fidelity Properties I Bermuda Limited Fidelity Properties II Bermuda Limited Shell Trust (Bermuda) Limited 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 Di rector Director Director Director Director Director Director Director Director Director Director Director Director < /font>Director Director Director Director Director

C-23

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
David J. Saul Director	Fidelity International Limited (previously Fidelity Management & Research (BDA) Limited) Fidelity Distributors International, Limited Fidelity Investments Distributors Fidelity International Services Limited 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 < font face="Times New Roman PS, Times New Roman, Times" size="2">Fidelity International Quiescent Ventures Limited Fidelity Moto Azabu Realty Limited (previously Fidelity Kyobashi Realty Limited)	Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director

C-24

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	FIL Foundation Fidelity Fund Management Limited 49 Park Lane Limited 4 Cannon Street Limited 3 & 10 Finsbury Square Limited (previously Pyramid Real Estate Limited) Knightsbridge Estate Limited 20 St. Jame s'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 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	Director Director Director Director Director

C-25

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	Fidelity Quiescent (Bermuda) Limited SWS International Properties Limited (previously Fidelity International Properties Limited) Mutual Fund Technologies Limited 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 Adv isor 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	Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director Director

C-26

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	Fidelity Investments (South Africa) Limited (previously Fidelity Investments (Propriety) Limited, previously Kovacs Investments) Fidelity Fund Management Limited 49 Park Lane Limited 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 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	—	—

C-27

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Chris Coombe Chief Financial Officer	—	—

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	Position 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
Jonathan T. Atack Officer	Various subsidiaries of ING Investment Management Co.	Officer
Jan G.S. Straatman 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.

During the last two fiscal years, no director, officer or partner of McKinley Capital has engaged in any other business, profession, vocation or employment of a substantial nature in the capacity of director, officer, employee, partner or trustee.

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 470 Atlantic Avenue, 8th Floor, Boston, MA 02110. PanAgora is an investment adviser registered under the Advisers Act.

During the last two fiscal years, no director, officer or partner of PanAgora has engaged in any other business, profession, vocation or employment of a substantial nature in the capacity of director, officer, employee, partner or trustee.

Principal Global Investors, LLC

Principal Global Investors, LLC ("PGI") is a sub-adviser for the Registrant's International Equity Fund. The principal business address of PGI is 801 Grand Avenue, Des Moines, Iowa 50392. PGI is a registered investment adviser under the Advisers Act.

C-28

During the last two fiscal years, no director, officer or partner of PGI has engaged in any other unaffiliated business, profession, vocation or employment of a substantial nature in the capacity of director, officer, employee, partner or trustee.

Quantitative Management Associates 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 Company
Roger K. Andrews Manager	Jennison Associates LLC Prudential Investments LLC Prudential Annuities Advisory Services, Inc.	Director Senior Vice President Senior Vice President
Dennis Kass Manager and Chairman	Jennison Associates LLC Prudential Investment Management, Inc	Chairman & CEO Senior Managing Director, Director and 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 and Chief Compliance Officer
Kenneth Moore Manager, Vice President and Chief Financial Officer	The Prudential Insurance Company of America Prudential Investment Management, Inc. Jennison Associates LLC Prudential Trust Company	Vice President 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. (now known as Prudential Bache 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	Vice President Vice President

C-29

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	Pramerica Asset Management, Inc. (now known as Prudential Bache Asset Management, Inc.) Prudential Investment Management, Inc.	Vice President Vice President
Charles F. Lowrey Manager	Pramerica (GP) Limited Pramerica (GP2) Limited PIM Foreign Investments, Inc. PIM Warehouse, Inc. Prudential Investment Management Services, LLC Prudential Timber Investments, Inc. The Prudential Insurance Company of America Prudential Investment Management, Inc. PIM Investments, Inc. PREI Acquisition I, Inc. GRA (Bermuda) Limited PGR Advisers I, Inc.	Director Director President Chairman and Director Executive Vice President Director Vice President Chairman and Director Director President Director and Chairman Director, Chairman and President
Clark Pellington Vice President and Chief Compliance Officer	Prudential Investment Management, Inc.	Vice President

*  As of September 4, 2008, Timothy J. Knierim was replaced by Deborah Wedgeworth.

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

C-30

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Ian Harrison Director	John Menzies Plc	Director
David Murphy Director	Homes and Castles Ltd.	Director
Leslie Hill Managing 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
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

C-31

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	—	—
Arzu Akkemik Director, Senior Investment Manager	—	—
Helena Coles Director, Senior Investment Manager	—	—
Adrian Cowell Director, Senior Investment Manager	—	—
Murray Davey Managing Director, CIO, Global Emerging Markets Senior Investment Manager	—	—
Guido Giammattei Investment Manager	—	—
Christopher James Director, Senior Investment Manager	—	—
Jamshed Desai Senior Investment Manager	—	—
Gavin MacLachlan Director, Chief Operating Officer and Company Secretary	—	—
John Marton Managing Director, CIO and Fixed Income Senior Investment Manager	—	—
Nicholas Payne Director and Senior Investment Manager	—	—
Christopher Vale Managing Director, CIO Asia and Senior Investment Manager	—	—
Jared Chase Non-Executive Director	State Street Global Alliance (US)	Chairman

C-32

Name and Position
With Investment Adviser Name of Other Company Position With Other Company

Joe Lyons Non-Executive Director	State Street Global Alliance (US)	Senior Principal
Mark Duggan Legal Counsel	State Street Global Alliance (US)	Legal Counsel
Guy Jackson Chief Compliance Officer	—	—
Andrew Letts Proxy Voting	SSgA (US)	Proxy Voting
Jacqueline Angell Compliance	SSgA (US)	Compliance—Code of Ethics
Sylvana Billings Chief Financial Officer	—	—

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 & Senior Vice President	SEI Investments Company SEI Investments Distribution Company SEI Investments Global Funds Services SEI Trust Company SEI Investments Canada Company SEI Global Services, Inc. SEI Inc. LSV Asset ManagementSEI Investments (Asia), Limited SEI Asset Korea, Co Ltd. SEI Canada Opportunities Limited	Executive Vice President Director Vice President Director Director Vice President Director Management Committee Director Director Director
N. Jeffrey Klauder Director, Senior Vice President & Assistant Secretary	SEI Investments Company SEI Trust Company SEI Insurance Group SIMC Holdings, LLC SEI Ventures Inc. SEI Investments Management Corporation Delaware, LLC	General Counsel & Executive Vice President, Assistant Secretary Director & Vice President Director, Vice President & Assistant Secretary Manager Vice President & Secretary Vice President & Assistant Secretary

C-33

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	SIMC Subsidiary LLC SEI Investments Development Inc. SEI Investments Global Funds Services SEI Funds, Inc. SEI Investments Inc. SEI Global Capital Investments Inc. SEI Investments Global, Limited SEI Inves tments—Global Fund Services Limited Larington Limited SEI Advanced Capital Management Inc. SEI Primus Holding Corp. SEI Global Services, Inc. LSV Asset Management SEI Private Trust Company SEI Investments (Asia) Limited SEI European Services Limited U.K. SEI Asset Korea, Co Ltd. SEI Investments Canada Company	Manager Vice President & Secretary Vice President & Assistant Secretary Vice President & Secretary Vice President & Secretary Vice President & Secretary Director Director Director Director, Vice President & Secretary Vice President & Assistant Secretary Director, Senior Vice President & Assistant Secretary Management Committee Director & Vice President Director Director Director Director
Wayne Withrow Director & Senior Vice President	SEI Investments Company SEI Investments Distribution Company SEI Investments Global (Cayman) Limited SEI Global Holdings (Cayman) Inc. SEI Investments Global (Bermuda) Ltd. SEI Global Services, Inc. SEI I nvestments—Global Fund Services Limited	Executive Vice President Director Director Chairman of the Board & Chief Executive Officer Director, President Director, Senior Vice President Director

C-34

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Joseph P. Ujobai Director & Senior Vice President	SEI Investments Company SEI Global Investments Corp. SEI Investments (Europe) Ltd. SEI Investments—Unit Trust Management (UK) Limited SEI Global Nominee Ltd. SEI Asset Korea, Co. Ltd. SEI Investments (South Africa) Limited SEI Investments Global, Limited SEI Investments Canada Company SEI Global Services, Inc. SEI Investments (Asia), Limited SEI European Services Limited U.K.	Executive Vice President President Managing Director Director Director Director, Chairman of the Board Director Director Director < BR>Senior Vice President Director Director
Chris Keogh Senior Vice President	SEI Investments Company SEI Franchise, Inc. SEI European Services Limited U.K.	Senior Vice President Director Director
Kathy Heilig Vice President & Treasurer	SEI Investments Company SEI Insurance Group, Inc. SEI Ventures, Inc. SEI Investments Management Corporation Delaware, LLC SEI Investments Developments Inc. SEI Investments Global Funds 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.	Vice President, Controller & Chief Accounting Officer 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 & Treasurer Vice President, Assistant Secretary & Treasurer Director, Vice President & Treasurer

C-35

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
	SEI Primus Holding Corp. SEI Global Services, Inc. SEI Franchise, Inc.	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
Aaron Buser Vice President & Assistant Secretary	—	—
Lydia A. Gavalis Vice President & Assistant Secretary	SEI Investments Company SEI Investments (Europe) Ltd SEI Global Nominee Ltd SEI Investments—Unit Trust Management (UK) Limited	Vice President & Assistant Secretary Director Director Director
James Ndiaye Vice President & Assistant Secretary	SEI Investments Global Funds Services SEI Global Services, Inc.	Vice President & Assistant Secretary Vice President
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. SEI Funds, Inc.	Vice President & Assistant Secretary Director, Vice President & Secretary Vice President & Secretary Vice President & Assistant Secretary Vice President
Lauren Shank Vice President & Assistant Secretary	SEI Global Services, Inc.	Vice President & Assistant Secretary

C-36

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
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
Stephanie Cavanagh Chief Compliance Officer	—	—
Kevin Barr President	SEI Investments Distribution Company SEI Global Services, Inc.	President & Chief Executive Officer Vice President
Michael Cagnina Vice President	—	—
David Campbell Vice President	SEI Investments Global Funds Services SEI Global Services, Inc.	Vice President Vice President
Al Chiaradonna Vice President	—	—
Richard Deak Vice President	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
Michael Farrell Vice President	SEI Investments Distribution Company SEI Franchise, Inc.	Vice President Vice President
Paul Klauder Vice President	SEI Global Services, Inc.	Vice President
James Martielli Vice President	—	—
John J. McCue Vice President	—	—
Dave McLaughlin Vice President	—	—
Carolyn McLaurin Vice President	—	—
Roger Messina Vice President	SEI Global Services, Inc.	Vice President

C-37

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
James Micelli Vice President	SEI Global Services, Inc.	Vice President
James V. Morris Vice President	SEI Global Services, Inc.	Vice President
Stephen Onofrio Vice President	SEI Global Services, Inc.	Vice President
Debra Phillips Vice President	—	—
Alison Saunders Vice President	SEI Global Services, Inc.	Vice President
John Scarpato Vice President	SEI Global Services, Inc. SEI Franchise, Inc. SEI Giving Fund	Vice President Vice President Director & President
Brandon Sharrett Vice President	SEI Global Services, Inc. SEI Investments Global Funds Services	Vice President Vice President
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 280 South Mangum Street, Suite 301, Durham, North Carolina 27701. Smith Breeden is a registered investment adviser under the Advisers Act.

Name and Position With Investment Advisor	Name of Other Company	Position With Other Company
Daniel C. Dektar Chief Investment Officer	—	—
Stephon A. Eason CFA, Executive Vice President	Eason Energy, Inc.	President
Eugene Flood Jr., Ph.D., Chief Executive Officer	College Retirement Equities Fund M.I.T's Sloan School of Management M.I.T's Economic Department	Trustee Member of Dean's Advisory Committee Member of Visiting Committee

C-38

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Micheal J. Giarla Chairman	Wyandotte Community Corporation Harrington Bank, FSB Community First Financial Group, Inc. Self Help Ventures Fund Peninsula Banking Group Duke University's Fuqua School of Business Durham Academy Roxbury Latin School The Hill Center	Director Chairman Director Board Member Director Member of Board of Visitors Chairman of the Board Trustee Trustee
Stanley J. Kon, Ph.D., Director of Research	—	—

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.

Name and Position With Investment Adviser	Name of Other Company	Position With Other Company
Peter J. Wilby Chief Investment Officer and Managing Member of General Partner	Stone Harbor Investments Funds	President
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 Stone Harbor Investments Funds	Director Director Director Director Chairman
James J. Dooley Chief Financial Officer	Stone Harbor Investments Funds	Treasurer and Chief Financial Officer
Jeffrey S. Scott Chief Compliance Officer	Stone Harbor Investments Funds	Chief Compliance Officer
Adam J. Shapiro General Counsel	Stone Harbor Investments Funds	Secretary and Anti-Money Laundering Officer

C-39

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 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
Oak Associates Funds	February 27, 1998
CNI Charter Funds	April 1, 1999
iShares Inc.	January 28, 2000
iShares Trust	April 25, 2000
Optique Funds, Inc. (f/k/a JohnsonFamily Funds, Inc.)	November 1, 2000
Causeway Capital Management Trust	September 20, 2001
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
SEI Alpha Strategy Portfolios, LP	June 29, 2007
TD Asset Management USA Funds	July 25, 2007
SEI Structured Credit Fund, LP	July 31, 2007
Wilshire Mutual Funds, Inc.	July 12, 2008
Wilshire Variable Insurance Trust	July 12, 2008
Forward Funds	August 14, 2008

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 C. Munch	General Counsel & Secretary	—
Karen LaTourette	Chief Compliance Officer, Anti-Money Laundering Officer & Assistant Secretary	—
Mark J. Held	Senior Vice President	—

C-40

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	—
Robert McCarthy	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

(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

Artisan Partners Limited Partnership
875 E. Wisconsin Avenue, Suite 800
Milwaukee, Wisconsin 53202

Ashmore Investment Management Limited
61 Aldwych
London, WC2B 4AE
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

C-41

Fidelity International Investment Advisors
Pembroke Hall
42 Crow Lane
Pembroke HM 19
Bermuda

ING Investment Management Advisors, B.V.
Prinses Beatrixlaan 15
2595 AK The Hague
The Netherlands

McKinley Capital Management Inc.
3301 C Street
Suite 500
Anchorage, Alaska 99503

PanAgora Asset Management, Inc.
470 Atlantic Avenue, 8^th Floor
Boston, Massachusetts 02110

Principal Global Investors, LLC
801 Grand Avenue
Des Moines, Iowa 50392

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.
280 South Mangum Street
Suite 301
Durham, North Carolina 27701

Stone Harbor Investment Partners LP
309 Park Avenue, 4^th Floor
New York, New York 10022

UBS Global Asset Management (Americas) Inc.
One North Wacker Drive
Chicago, Illinois 60606

Item 29.  Management Services:

None.

Item 30.  Undertakings:

None.

C-42

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 has duly caused this Post-Effective Amendment No. 45 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 16th day of October, 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	October 16, 2008
	* William M. Doran	Trustee	October 16, 2008
	* George J. Sullivan, Jr.	Trustee	October 16, 2008
	* James M. Storey	Trustee	October 16, 2008
	/s/ Robert A. Nesher Robert A. Nesher	Trustee	October 16, 2008
	* Nina Lesavoy	Trustee	October 16, 2008
	* James M. Williams	Trustee	October 16, 2008
	* Mitchell A. Johnson	Trustee	October 16, 2008
	* Hubert L. Harris	Trustee	October 16, 2008
	/s/ ROBERT A. NESHER Robert A. Nesher	President & Chief Executive Officer	October 16, 2008
	/s/ STEPHEN F. PANNER Stephen F. Panner	Controller & Chief Financial Officer	October 16, 2008
*BY:	/s/ ROBERT A. NESHER Robert A. Nesher Attorney-in-Fact

C-46

EXHIBIT INDEX

Exhibit Number	Description
EX-99.B(d)(27)	Investment Sub-Advisory Agreement between SIMC and Artisan Partners Limited Partnership dated June 27, 2008 with respect to the Emerging Markets Equity Fund is filed herewith.
EX-99.B(d)(28)	Investment Sub-Advisory Agreement between SIMC and Principal Global Investors, LLC dated July 14, 2008 with respect to the International Equity Fund is filed herewith.
EX-99.B(d)(29)	Investment Sub-Advisory Agreement between SIMC and UBS Global Asset Management (Americas) Inc. dated September 18, 2008 with respect to the International Fixed Income Fund is filed herewith.
EX-99.B(h)(2)	Schedule D to the Amended and Restated Administration and Transfer Agency Agreement between the Registrant and SEI Investments Global Funds Services dated June 26, 2008 is filed herewith.
EX-99.B(h)(5)	Shareholder Service Plan and Agreement with respect to the Class G shares 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(m)	Distribution Plan with respect to the Class G shares is filed herewith.
EX-99.B(n)	Amended and Restated Rule 18f-3 Multiple Class Plan relating to Class A, I, Y and G shares dated June 26, 2008 is filed herewith.
EX-99.B(p)(1)	The Code of Ethics for SEI Investments Management Corporation is filed herewith.
EX-99.B(p)(15)	The Code of Ethics for Fidelity International Investment Management Advisors is filed herewith.
EX-99.B(p)(17)	The Code of Ethics for Record Currency Management Limited is filed herewith.
EX-99.B(p)(19)	The Code of Ethics for Artisan Partners Limited Partnership is filed herewith.
EX-99.B(p)(20)	The Code of Ethics for Principal Global Investors, LLC is filed herewith.
EX-99.B(p)(21)	The Code of Ethics for UBS Global Asset Management (Americas) Inc. is filed herewith.
EX-99.B(q)(3)	Power of Attorney for Hubert L. Harris is filed herewith.

EX-99.B(D)(27)

Exhibit 99.B(d)(27)

INVESTMENT SUB-ADVISORY AGREEMENT

SEI INSTITUTIONAL INTERNATIONAL TRUST

AGREEMENT made as of this 27th day of June, 2008, between SEI Investments Management Corporation, (the “Adviser”) and Artisan Partners Limited Partnership (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 June 26, 2002, 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.

(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 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.

(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.

(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 reasonably likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.

(h)The Sub-Adviser shall notify the Adviser of any change in membership of the Sub-Adviser within a reasonable time after any such change.  Delivery of the Sub-Adviser’s Disclosure Statement consisting of Part II of its Form ADV shall be deemed to satisfy the notification provisions set forth herein.

(i)(i)Except under the circumstances set forth in subsection (ii) below, 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.

(j)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, 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.

(k)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.

(l)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 and the Sub-Adviser is reasonably able to provide.  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 partners, officers or employees; 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 calculated based on the average monthly market value of the Assets under the Sub-Adviser’s management and will be paid to the Sub-Adviser monthly.  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 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:

(i)upon request, for purposes of review at the Sub-Adviser’s principal office only, access to copies of all SEC examination correspondence, including correspondence 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 relating to any aspect of the Sub-Adviser’s investment advisory business and the Sub-Adviser’s responses thereto (“deficiency correspondence”), provided that copies of such documents may be redacted due to confidentiality concerns and that the CCO shall not be permitted to take any notes during the review of deficiency correspondence and signs a non-disclosure agreement to protect the confidentiality of information contained in such deficiency correspondence;

(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;

(ii)a report of any material changes to the policies and procedures that compose the Sub-Adviser’s Compliance Program;

(iii)a summary 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 required by Rule 206(4)-7 under the Advisers Act; and

(iv)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 samples of analyses, reports or other testing documentation 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:	Artisan Partnership Limited Partnership 875 East Wisconsin Avenue, Suite 800 Milwaukee, WI 53202 Attention: General Counsel

12.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.

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 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 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				Artisan Partners Limited Partnership By: Artisan Investment Corporation,             its general partner
By:	/s/ Aaron C. Buser			By:	/s/ Janet D. Olsen
Name:			Aaron C. Buser	Name:			Janet D. Olsen
Title:		Vice President		Title:		Vice President

Schedule A

to the

Sub-Advisory Agreement

between

SEI Investments Management Corporation

and

Artisan Partners Limited Partnership

As of June 27, 2008

SEI INSTITUTIONAL INTERNATIONAL TRUST

Emerging Markets Equity Fund

Schedule B

to the

Sub-Advisory Agreement

between

SEI Investments Management Corporation

and

Artisan Partners Limited Partnership

As of June 27, 2008

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 X.XX%

Agreed and Accepted:

SEI Investments Management Corporation				Artisan Partners Limited Partnership By: Artisan Investment Corporation,             its general partner
By:	/s/ Aaron C. Buser			By:	/s/ Janet D. Olsen
Name:			Aaron C. Buser	Name:		Janet D. Olsen
Title:		Vice President		Title:		Vice President

EX-99.B(D)(28)

99.B(d)(28)

INVESTMENT SUB-ADVISORY AGREEMENT

SEI INSTITUTIONAL INTERNATIONAL TRUST

AGREEMENT made as of this 15 day of July, 2008 between SEI Investments Management Corporation (the “Adviser”) and Principal Global Investors, LLC (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 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 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

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 the 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 reasonably 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.

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 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.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 with respect to

4

a Fund that is an equity fund, 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 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) 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

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 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 Fund[s] 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 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 compose 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

6

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, 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: Chief Compliance Officer
To the Sub-Adviser at:	Principal Global Investors, LLC 801 Grand Avenue Des Moines, IA 50392 Attention: Susan Fitzgerald

7

12.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 person or entity to provide investment advisory or other services 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 person or entity to provide investment advisory or other services.

(b)Notwithstanding any termination of this Agreement, the Sub-Adviser’s obligations under this Paragraph 12 shall survive.

13.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.

14.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 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.

8

15.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.

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		Principal Global Investors, LLC
By:		By:
	/s/ Aaron C. Buser		/s/ Minoo Spellerberg
Name:		Name:
	Aaron C. Buser		Minoo Spellerberg
Title:		Title:
	Vice President		Chief Compliance Officer – North America
		Principal Global Investors, LLC
		By:
			/s/ Jim Fifield
		Name:
			Jim Fifield
		Title:
			Assistant General Counsel

9

Schedule A

to the

Sub-Advisory Agreement

between

SEI Investments Management Corporation

and

Principal Global Investors, LLC

As of July 15, 2008

SEI INSTITUTIONAL INTERNATIONAL TRUST

International Equity Fund

10

Schedule B

to the

Sub-Advisory Agreement

between

SEI Investments Management Corporation

and

Principal Global Investors, LLC

As of July 15, 2008

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%

Agreed and Accepted:

SEI Investments Management Corporation		Principal Global Investors, LLC
By:		By:
	/s/ Aaron C. Buser		/s/ Minoo Spellerberg
Name:		Name:
	Aaron C. Buser		Minoo Spellerberg
Title:		Title:
	Vice President		Chief Compliance Officer – North America
		By:
			/s/ Jim Fifield
		Name:
			Jim Fifield
		Title:
			Assistant General Counsel

11

EX-99.B(D)(29)

Exhibit 99.B(d)(29)

INVESTMENT SUB-ADVISORY AGREEMENT

SEI INSTITUTIONAL INTERNATIONAL TRUST

AGREEMENT made as of this 18th day of September, 2008 between SEI Investments Management Corporation (the “Adviser”) and UBS Global Asset Management (Americas) 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 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 or other assets, the price of the security or other assets, 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.

(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

2

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 reasonably 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, 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 or other assets 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

3

regulations, aggregate the order for securities or other assets to be sold or purchased.  In such event, the Sub-Adviser will allocate securities or other assets 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.

(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.

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 partners, officers, employees or affiliates controlling, controlled by or under common control of the Sub-Adviser; 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

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, under the Sub-Adviser’s management and will be paid to the Sub-Adviser monthly in arrears.  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 sole 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

5

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 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 provide to the Trust’s Chief Compliance Officer (“CCO”) reasonable access to the following documents for on-site inspection at the Sub-Adviser’s offices during normal business hours:

(i)copies of all regulatory agency staff examination correspondences, including, but not limited to, correspondences with the SEC or the Commodity Futures Trading Commission (“CFTC”) regarding “sweep” examinations, issued during the term of this Agreement, in which the SEC and/or CFTC 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)copies of all self-regulatory organization correspondences, including, but not limited to, correspondences with the Financial Industry Regulatory Authority or the National Futures Association relating to any aspect of the Sub-Adviser’s investment advisory business and the Sub-Adviser’s responses thereto;

6

(iii)a summary 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;

(iv)a report of any material changes to the policies and procedures that compose the Sub-Adviser’s Compliance Program;

(v)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 review of the Sub-Adviser’s Compliance Program, as required by Rule 206(4)-7 under the Advisers Act; and

(vi)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)summaries of the testing, analyses, reports and other documentation 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 or by a nationally recognized delivery service 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

7

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:	UBS Global Asset Management (Americas) Inc. One North Wacker Drive Chicago, IL 60606 Attention: [                   ]

12.Noncompete Provisions.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 person or entity to provide investment advisory or other services to the Trust or 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 person or entity to provide investment advisory or other services to the Trust or the Fund.

13.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.

14.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 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

8

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.

15.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		UBS Global Asset Management (Americas) Inc.
By:		By:
	/s/ Aaron C. Buser		/s/ Mary Tritley / /s/ Michael J. Calhoun
Name:		Name:
	Aaron C. Buser		Mary Tritley / Michael J. Calhoun
Title:		Title:
	Vice President		Managing Director / Assistant Secretary

9

Schedule A

to the

Sub-Advisory Agreement

between

SEI Investments Management Corporation

and

UBS Global Asset Management (Americas) Inc.

As of September 18, 2008

SEI INSTITUTIONAL INTERNATIONAL TRUST

International Fixed Income Fund

10

Schedule B

to the

Sub-Advisory Agreement

between

SEI Investments Management Corporation

and

UBS Global Asset Management (Americas) Inc.

As of September 18, 2008

Pursuant to Paragraph 4, 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		UBS Global Asset Management (Americas) Inc.
By:		By:
	/s/ Aaron C. Buser		/s/ Mary Tritley / /s/ Michael J. Calhoun
Name:		Name:
	Aaron C. Buser		Mary Tritley / Michael J. Calhoun
Title:		Title:
	Vice President		Managing Director / Assistant Secretary

11

EX-99.B(H)(2)

Exhibit 99.B(h)(2)

SCHEDULE D

TO THE AMENDED AND RESTATED

ADMINISTRATION AND TRANSFER AGENCY AGREEMENT

BETWEEN

SEI INSTITUTIONAL INTERNATIONAL TRUST

AND

SEI INVESTMENTS GLOBAL FUNDS SERVICES

DATED AS OF DECEMBER 10, 2003

AS AMENDED JUNE 26, 2008

Portfolios:	This Agreement shall apply with respect to all portfolios of the Trust, either now existing or in the future created. The following is a listing of the current portfolios of the Trust (collectively, the “Funds”):
	International Equity Fund
	Emerging Markets Equity Fund
	International Fixed Income Fund
	Emerging Markets Debt Fund
	[Tax-Managed International Equity Fund]
Fees:	Pursuant to Article 5, the Trust shall pay the Administrator the following fees, at the annual rate set forth below calculated based upon the aggregate average daily net assets of the Trust:

International Equity Fund – Class A, I and G Shares	0.45	%
Emerging Markets Equity Fund – Class A, Y and G Shares	0.65	%
International Fixed Income Fund – Class A and G Shares	0.60	%
Emerging Markets Debt Fund – Class A and G Shares	0.65	%
[Tax-Managed International Equity Fund	X.XX	%]

D-1

EX-99.B(H)(5)

Exhibit 99.B(h)(5)

Shareholder Service Plan and Agreement

SEI INSTITUTIONAL INTERNATIONAL TRUST

CLASS G SHARES

SEI Institutional International Trust (the “Trust”) is an open-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and currently consisting of a number of separately managed portfolios (the “Portfolios”). The Trust desires to retain SEI Investments Distribution Co. (the “Distributor”), a Pennsylvania corporation, to itself provide or to compensate service providers who themselves provide, the services described herein to clients (the “Clients”) who from time to time beneficially own Class G Shares (“Shares”) of any Portfolio of the Trust. The Distributor is willing to itself provide or to compensate service providers for providing, such shareholder services in accordance with the terms and conditions of this Agreement.

Section 1. The Distributor will provide, or will enter into written agreements in the form attached hereto with service providers pursuant to which the service providers will provide, one or more of the following shareholder services to Clients who may from time to time beneficially own Shares:

(i) maintaining accounts relating to Clients that invest in Shares;

(ii) providing information periodically to Clients showing their positions in Shares;

(iii) arranging for bank wires;

(iv) responding to Client inquiries relating to the services performed by the Distributor or any service provider;

(v) responding to inquiries from Clients concerning their investments in Shares;

(vi) forwarding shareholder communications from the Trust (such as proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices) to Clients;

(vii) processing purchase, exchange and redemption requests from Clients and placing such orders with the Trust or its service providers;

(viii) assisting Clients in changing dividend options, account designations, and addresses;

(ix) providing subaccounting with respect to Shares beneficially owned by Clients;

(x) processing dividend payments from a Portfolio of the Trust on behalf of Clients; and

(xi) providing such other similar services as the Trust may reasonably request to the extent that the Distributor and/or the service provider is permitted to do so under applicable laws or regulations.

Section 2. The Distributor will provide all office space and equipment, telephone facilities and personnel (which may be part of the space, equipment and facilities currently used in the Distributor’s business, or any personnel employed by the Distributor) as may be reasonably necessary or beneficial in order to fulfill its responsibilities under this Agreement.

Section 3. Neither the Distributor nor any of its officers, employees, or agents is authorized to make any representations concerning the Trust or the Shares except those contained in the Trust’s then-current prospectus or Statement of Additional Information for the Shares, copies of which will be supplied to the Distributor, or in such supplemental literature or advertising as may be authorized in writing.

Section 4. For purposes of this Agreement, the Distributor and each service provider will be deemed to be independent contractors, and will have no authority to act as agent for the Trust in any matter or in any respect. By its written acceptance of this Agreement, the Distributor agrees to and does release, indemnify, and hold the Trust harmless from and against any and all direct or indirect liabilities or losses resulting from requests, directions, actions, or inactions of or by the Distributor or its officers, employees, or agents regarding the Distributor’s responsibilities under this Agreement, the provision of the aforementioned services to Clients by the Distributor or any service provider, or the purchase, redemption, transfer, or registration of Shares (or orders relating to the same) by or on behalf of Clients. The Distributor and its officers and employees will, upon request, be available during normal business hours to consult with representatives of the Trust or its designees concerning the performance of the Distributor’s responsibilities under this Agreement.

Section 5. In consideration of the services and facilities to be provided by the Distributor or any service provider, each Portfolio that has issued Class G Shares will pay to the Distributor a fee, as agreed from time to time, at an annual rate of up to .25% (twenty-five basis points) of the average net asset value of all Class G Shares of each Portfolio, which fee will be computed daily and paid monthly. The Trust may, in its discretion and without notice, suspend or withdraw the sale of Class G Shares of any Portfolio, including the sale of Class G Shares to any service provider for the account of any Client or Clients. The Distributor may waive all or any portion of its fee from time to time.

Section 6. The Trust may enter into other similar servicing agreements with any other person or persons without the Distributor’s consent.

Section 7. By its written acceptance of this Agreement, the Distributor represents, warrants, and agrees that the services provided by the Distributor under this Agreement will in no event be primarily intended to result in the sale of Shares.

Section 8. This Agreement will become effective on the date a fully executed copy of this Agreement is received by the Trust or its designee and shall continue until terminated by either party. This Agreement is terminable with respect to the Class G Shares of any Portfolio, without penalty, at any time by the Trust or by the Distributor upon written notice to the Trust.

Section 9. All notices and other communications to either the Trust or to the Distributor will be duly given if mailed, telegraphed, telefaxed, or transmitted by similar communications device to the appropriate address stated herein, or to such other address as either party shall so provide the other.

Section 10. This Agreement will be construed in accordance with the laws of the Commonwealth of Pennsylvania and may not be “assigned” by either party thereto as that term is defined in the 1940 Act.

Section 11. References to “SEI Institutional International Trust,” the “Trust,” and the “Trustees” of the Trust refer respectively to the Trust created and the Trustees as trustees, but not individually or personally, acting from time to time under the Declaration of Trust of the Trust dated June 28, 1988, a copy of which is on file at the Trust’s principal office. The obligations of the Trust entered into in the name or on behalf thereof by any of the Trustees, officers, representatives, or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, shareholders, officers, representatives, or agents of the Trust personally. Further, any obligations of the Trust with respect to any one Portfolio shall not be binding upon any other Portfolio.

By their signatures, the Trust and the Distributor agree to the terms of this Agreement.

SEI Investments Distribution Co.	SEI Institutional International Trust
By:	By:
Name:	Name:
Title:	Title:
Date:	Date:

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

October 16, 2008

SEI Institutional International Trust

One Freedom Valley Drive

Oaks, Pennsylvania 19456

Re:Opinion of Counsel regarding Post-Effective Amendment No. 45 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. 45 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 Aaron C. Buser, Vice President and Assistant 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 reference to our firm under the heading “Independent Registered Public Accounting Firm” in the Statement of Additional Information in this Reg istration Statement of the SEI Institutional International Trust International Equity, Emerging Markets Equity, and Emerging Markets Debt Funds.

/s/ KPMG LLP

Philadelphia, Pennsylvania

October 16, 2008

EX-99.B(M)

Exhibit 99.B(m)

DISTRIBUTION PLAN

SEI INSTITUTIONAL INTERNATIONAL TRUST

Class G Shares

WHEREAS, SEI Institutional International Trust (the “Trust”) is engaged in business as an open-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and the Trust offers for sale shares of common stock of the Trust that are designated and classified into one or more distinct portfolios of the Trust;

WHEREAS, the Trust desires to compensate SEI Investments Distribution Co., the Trust’s principal underwriter (the “Distributor”) for offering shares of each of the portfolios listed on Exhibit A attached hereto (each, a “Fund” and, collectively, the “Funds”);

WHEREAS, the Trustees of the Trust have determined that there is a reasonable likelihood that the following Distribution Plan will benefit the Trust and the shareholders of the Class G Shares of the Funds; and

WHEREAS, pursuant to Rule 12b-1 under the 1940 Act, the Board of Trustees of the Trust must adopt a plan under which the Distributor will provide the distribution services stated in Section 2.

NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts this Distribution Plan pursuant to Rule 12b-1 under the 1940 Act.

Section 1.  The Trust has adopted this Class G Distribution Plan (the “Plan”) to enable the Trust to directly or indirectly bear expenses primarily intended to result in the sale of the Class G Shares of each Fund, including payments relating to the distribution of the Class G Shares.

Section 2.  The Trust will pay the Distributor a fee on the Class G Shares of the Funds up to the amount set forth on Exhibit A for distribution services. The Distributor may use this fee for any activities or expenses primarily intended to result in the sale of the Class G Shares of the Funds, including, but not limited to, (i) as compensation for the Distributor’s services in connection with distribution assistance; or (ii) as a source of payments to financial institutions and intermediaries such as banks, savings and loan associations, insurance companies and investment counselors, broker-dealers, mutual fund supermarkets and the Distributor’s affiliates and subsidiaries as compensation for services or reimbursement of expenses incurred in connection with distribution assistance.

Section 3.  In consideration of the services to be provided by the Distributor, each Fund that has issued Class G Shares will pay to the Distributor a fee at an annual rate of up to 0.25% (twenty-five basis points) of the average net asset value of all the Class G Shares, which fee will be computed daily and paid monthly.

Section 4.  This Plan shall not take effect with respect to any Fund until it has been approved (a) together with any related agreements, by votes of the majority of both (i) the Trustees of the Trust and (ii) the Qualified Trustees, cast in person at a Board of Trustees meeting called for the purpose of voting on this Plan or such agreement, and, if adopted after the public offering of the Class G Shares, (b) by a vote of at least a majority of the outstanding voting securities of Class G Shares.

Section 5.  This Plan shall continue in effect for a period of more than one year after it takes effect. Thereafter, this Plan shall continue in effect for so long as such continuance is specifically approved at least annually in the manner provided in Part (a) of Section 4 herein for the approval of this Plan.

Section 6.  Any person authorized to direct the disposition of monies paid or payable by the Trust pursuant to this Plan or any related agreement shall provide to the Trustees of the Trust, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.

Section 7.  This Plan may be terminated at any time by the vote of a majority of the Qualified Trustees or by vote of a majority of the outstanding voting securities of the Class G Shares of the Funds.

Section 8.  All agreements with any person relating to implementation of this Plan shall be in writing, and any agreement related to this Plan shall provide (a) that such agreement may be terminated at any time, without payment of any penalty, by the vote of a majority of the Qualified Trustees or by the vote of a majority of the Trust’s outstanding voting securities of the Class G Shares of the Funds, on not more than 60 days written notice to any other party to the agreement; and (b) that such agreement shall terminate automatically in the event of its assignment.

Section 9.  This Plan may not be amended to increase materially the amount of distribution expenses permitted pursuant to Section 3 hereof without the approval of the shareholders holding a majority of the outstanding voting securities of Class G of the Funds, and all material amendments to this Plan shall be approved in the manner provided in Part (a) of Section 4 herein for the approval of this Plan.

Section 10.  As used in this Plan, (a) the term “Qualified Trustees” shall mean those Trustees of the Trust who are not interested persons of the Trust, and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it, and (b) the terms “assignment” and “interested person” shall have their respective meanings specified in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission.

Section 11.  While this Plan is in effect, the selection and nomination of those Trustees who are not interested persons of the Trust within the meaning of Section 2(a)(19) of the 1940 Act shall be committed to the discretion of the Trustees then in office who are not interested persons of the Trust.

Section 12.  The Trust shall preserve copies of this Plan (including any amendments thereto) and any related agreements and all reports made pursuant to Section 6 hereof for a period of not less than six years from the date of this Plan, the first two years in an easily accessible place.

Section 13.  This Plan shall not obligate the Trust or any other party to enter into an agreement with any particular person.

EXHIBIT A

International Equity Fund	.25	%
Emerging Markets Equity Fund	.25	%
International Fixed Income Fund	.25	%
Emerging Markets Debt Fund	.25	%
Tax-Managed International Equity Fund	.25	%

EX-99.B(N)

Exhibit 99.B(n)

SEI INSTITUTIONAL INTERNATIONAL TRUST

AMENDED AND RESTATED

RULE 18f-3

MULTIPLE CLASS PLAN (THE “PLAN”)

DATED JUNE 26, 2008

(ORIGINALLY ADOPTED DECEMBER 22, 1995)

Introduction

SEI Institutional International Trust (the “Trust”), a registered investment company that consists of separately managed funds listed on Schedule A hereto (each a “Fund” and, collectively, the “Funds”), has selected to rely on Rule 18f-3 under the Investment Company Act of 1940, as amended (the “1940 Act”) in offering multiple classes of units of beneficial interest (“shares”) in each Fund. The Plan sets forth the differences among classes, including shareholder services, distribution arrangements, expense allocations, and conversion or exchange options.

A.Attributes of Share Classes

The rights of each existing class of the Funds shall be as set forth in the respective Certificate of Class Designation for the class (each a “Certificate”), attached hereto as an Exhibit.

With respect to any class of shares of a Fund created hereunder, each share of a Fund will represent an equal pro rata interest in the Fund and will have identical terms and conditions, except that: (1) each new class will have a different class name (or other designation) that identifies the class as separate from any other class; (ii) each class will separately bear any distribution expenses (“distribution fees”) in connection with a plan adopted pursuant to Rule 12b-1 under the 1940 Act (a “Rule 12b-1 Plan”), and will separately bear any non-Rule 12b-1 Plan service payments (“service fees”) that are made under any servicing agreement entered into with respect to that class; (iii) each class may bear, consistent with rulings and other published statements of position by the Internal Revenue Service, the expenses of the Fund’s operations which are directly attributable to such class (“Class Expenses”); and (iv) shareholders of the class will have exclusive voting rights regarding the Rule 12b-1 Plan and the servicing agreements relating to such class, and will have separate voting rights on any matter submitted to shareholders in which the interests of that class differ from the interests of any other class.

B.Expense Allocations

With respect to each Fund, expenses of each existing class and of each class created after the date hereof shall be allocated as follows: (i) distribution and shareholder servicing payments associated with any Rule 12b-1 Plan or servicing agreement relating to each class of shares are (or will be) borne exclusively by that class; (ii) any incremental transfer agency fees relating to a particular class are (or will be) borne exclusively by that class; and (iii) Class Expenses relating to a particular class are (or will be) borne exclusively by that class.

Non-class specific expenses shall be allocated in accordance with Rule 18f-3(c).

C.Amendment of Plan; Periodic Review

This Plan must be amended to properly describe (through additional exhibits hereto or otherwise) each new class of shares approved by the Board of Trustees after the date hereof.

The Board of the Trust, including a majority of the Trustees, who are no “interested persons” of the Trust as defined in the 1940 Act, must periodically review this Plan for its continued appropriateness, and must approve any material amendment of the Plan as it relates to any class of any Fund covered by the Plan.

EXHIBIT A

CERTIFICATE OF CLASS DESIGNATION

Class A Shares

1.Class-Specific Distribution Arrangements; Other Expenses

Class A shares are sold without a sales charge, but are subject to a shareholder servicing fee of up to 0.25% payable to SEI Investments Distribution Co. (the “Distributor”). The Distributor will provide or will enter into written agreements with service providers who will provide one or more of the following shareholder services to clients who may from time to time beneficially own shares: (i) maintaining accounts relating to clients that invest in shares; (ii) providing information periodically to clients showing their position in shares; (iii) arranging for bank wires; (iv) responding to client inquiries relating to the services performed by the Distributor or any service provider; (v) responding to inquiries from clients concerning their investments in shares; (vi) forwarding shareholder communications from the Fund (such as proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices) to clients; (vii) processing purchase, exchange and redemption requests from clients and placing such orders with the Fund or its service providers; (viii) assisting clients in changing dividend options, account designations, and addresses; (ix) providing subaccounting with respect to shares beneficially owned by clients; (x) processing dividends payments from the Fund on behalf of clients; and (xi) providing such other similar services as the Fund may reasonably request to the extent that the Distributor and/or the service provider is permitted to do so under applicable laws or regulations.

2.Eligibility of Purchasers

Class A shares require a $100,000 minimum initial investment and are available only to financial institutions and intermediaries.

3.Exchange Privileges

Class A shares of each Fund may be exchanged for Class A shares of each other Fund of the Trust in accordance with the procedures disclosed in the Fund’s Prospectus and subject to any applicable limitations resulting from the closing of Funds to new investors.

4.Voting Rights

Each Class A shareholder will have one vote for each full Class A share held and a fractional vote for each fractional Class A share held. Class A shareholders will have exclusive voting rights regarding any matter submitted to shareholders that relates solely to Class A (such as a distribution plan or service agreement relating to Class A), and will have separate voting rights on any other matter submitted to shareholders in which the interests of the Class A shareholders differ from the interests of holders of any other class.

5.Conversion Rights

Class A shares do not have a conversion feature.

EXHIBIT B

CERTIFICATE OF CLASS DESIGNATION

Class Y Shares

1.Class-Specific Distribution Arrangements; Other Expenses

(a)Class Y shares are sold without a sales charge.

(b)Class Y shares are not subject to a shareholder servicing or distribution fee.

2.Eligibility of Purchasers

Class Y shares require a $100,000 minimum initial investment and are available only to financial institutions and intermediaries.

3.Exchange Privileges

Class Y shares of each Fund may be exchanged for Class Y shares of each other Fund of the Trust in accordance with the procedures disclosed in the Fund’s prospectus and subject to any applicable limitations resulting from the closing of Funds to new investors.

4.Voting Rights

Each Class Y shareholder will have one vote for each full Class Y share held and a fractional vote for each fractional Class Y share held. Class Y shareholders will have exclusive voting rights regarding any matter submitted to shareholders that relates solely to Class Y (such as a distribution plan or service agreement relating to Class Y), and will have separate voting rights on any other matter submitted to shareholders in which the interests of the Class Y shareholders differ from the interests of holders of any other class.

5.Conversion Rights

Class Y Shares do not have a conversion feature.

EXHIBIT C

CERTIFICATE OF CLASS DESIGNATION

Class I Shares

1.Class-Specific Distribution Arrangements; Other Expenses

Class I shares are sold without a sales charge, but are subject to a shareholder servicing fee of up to 0.25% payable to the Distributor and administrative fee up to 0.25% payable to certain broker dealers and their affiliated registered investment advisers (the “Intermediaries”).

The Distributor will provide or will enter into written agreements with service providers who will provide one or more of the following shareholder services to clients who may from time to time beneficially own shares: (i) maintaining accounts relating to clients that invest in shares; (ii) providing information periodically to clients showing their position in shares; (iii) arranging for bank wires; (iv) responding to client inquiries relating to the services performed by the Distributor or any service provider; (v) responding to inquiries from clients concerning their investments in shares; (vi) forwarding shareholder communications from the Fund (such as proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices) to clients; (vii) processing purchase, exchange and redemption requests from clients and placing such orders with the Fund or its service providers; (viii) assisting clients in changing dividend options, account designations, and addresses; (ix) providing subaccounting with respect to shares beneficially owned by clients; (x) processing dividends payments from the Fund on behalf of clients; and (xi) providing such other similar services as the Fund may reasonably request to the extent that the Distributor and/or the service provider is permitted to do so under applicable laws or regulations.

Each Intermediary will provide or will enter into written agreements with service providers who will provide one or more of the following administrative services to clients who may from time to time beneficially own shares: (i) providing subaccounting with respect to shares beneficially owned by clients; (ii) providing information periodically to clients showing their positions in shares; (iii) forwarding shareholder communications from the Fund (such as proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices) to clients; (iv) processing purchase, exchange and redemption requests from clients and placing such orders with the Fund or its service providers; (v) processing dividend payments from the Fund on behalf of the clients; and (vi) providing such other similar services as the Fund may, through the Intermediaries, reasonably request to the extent that the service provider is permitted to do so under applicable laws or regulations.

2.Eligibility of Purchasers

Class I shares of the Fund require a minimum initial investment of $100,000 with minimum subsequent investments of $1000.

3.Exchange Privileges

Class I shares of the Fund do not have an exchange privilege.

4.Voting Rights

Each Class I shareholder will have one vote for each full Class I share held and a fractional vote for each fractional Class I share held. Class I shareholders will have exclusive voting rights regarding any matter submitted to shareholders that relates solely to Class I (such as a distribution plan or service agreement relating to Class I), and will have separate voting rights on any other matter submitted to shareholders in which the interests of the Class I shareholders differ from the interests of holders of any other class.

5.Conversion Rights

Class I shares do not have a conversion feature.

EXHIBIT D

CERTIFICATE OF CLASS DESIGNATION

Class G Shares

1.Class-Specific Distribution Arrangements, Other Expenses

Class G Shares are sold without a sales charge, but subject to a shareholder servicing fee and a Rule 12b-1 distribution fee. Under the terms of the Shareholder Service Plan and Agreement, the Trust is permitted to compensate, out of the Class G Shares assets of a Fund, in an amount up to 0.25% on an annual basis of the average daily net assets of the Class G Shares, the Distributor that provides shareholder services to Class G Shares shareholders of the Fund. The Trust also has adopted a distribution plan with respect to the Class G Shares of the Funds. The Distribution plan has been adopted in accordance with the requirements of Rule 12b-1 and is administered accordingly. Under the terms of the Distribution Plan, the Trust is permitted to compensate, out of the Class G Shares assets of a Fund, in an amount up to 0.25% on an annual basis of the average daily net assets of the Class G Shares, the Distributor that provides services in connection with the distribution of the Class G Shares of the Fund.

2.Eligibility of Purchasers

Class G Shares do not require a minimum initial investment and are available only to individuals, employee benefit plans, such as defined benefit plans, defined contribution plans, 401(k) plans and financial institutions that invest through a registered investment adviser.

3.Exchange Privileges

Class G Shares of each Fund may be exchanged for Class G Shares of each other Fund of the Trust in accordance with the procedures disclosed in the Fund’s Prospectus and subject to any applicable limitations resulting from the closing of Funds to new investors.

4.Voting Rights

Each Class G shareholder will have one vote for each full Class G Share held and a fractional vote for each fractional Class Share G held.  Class G shareholders will have: (i) exclusive voting rights regarding any matter submitted to shareholders that relates solely to the Class G Shares (such as a distribution plan or service agreement relating to the Class G Shares); (ii) separate voting rights on any other matter submitted to shareholders in which the interests of the Class G shareholders differ from the interests of holders of any other class; and (iii) in all other respects, the same rights and obligations as any other class.

5.Conversion Rights

Class G Shares do not have a conversion feature.

SCHEDULE A

TO THE

SEI INSTITUTIONAL INTERNATIONAL TRUST

AMENDED AND RESTATED

RULE 18f-3

MULTIPLE CLASS PLAN (THE “PLAN”)

DATED JUNE 26, 2008

International Equity Fund

International Fixed Income Fund

Emerging Markets Equity Fund

Emerging Markets Debt Fund

Tax-Managed International Equity Fund

EX-99.B(P)(1)

Exhibit 99.B(p)(1)

SEI INVESTMENTS MANAGEMENT CORPORATION

CODE OF ETHICS

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 any 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

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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 (Stephanie Cavanagh, x1822).

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.Reporting Person:

Any “Access Person” or “Investment Person”, as each is defined herein.

a.   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.

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b.   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.

2.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.

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.

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2.Excessive Trading of Mutual Fund Shares - All SIMC Directors, Officers and Employees

All SIMC directors, officers and employees 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.

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 limited offering (“Private Placement”) transaction without obtaining prior written approval from 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 Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust and SEI Tax Exempt Trust.

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·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, including those transactions that fall under the “Small Transaction Exception” from pre-clearance requirements as set forth in Section II.D.2. 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, IPO or Private Placement with a member of the SIMC Compliance Department 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, 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 only if the Associated

7

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 involving Covered Securities in amounts that come within a Small Transaction Exception that is approved by the SIMC Chief Compliance Officer and by the SIMC Board of Directors and as in effect from time to time;

·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.

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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:

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, the Pre-Clearing Person must cancel the request in the SEI Automated Pre-Clearance System and (if applicable) send an explanation to SIMC Compliance of why the previous pre-cleared transaction was not completed. Also, all pre-clearance requests, including 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 (including 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

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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. 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:

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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, IPOs and Private Placements in which such person has a direct or indirect Beneficial Ownership interest, including those transactions that were not required to be pre-cleared under the Small Transaction Exception in Section II.D.2. The report will be provided to all of the above defined persons by the end of each quarter by the SIMC Chief Compliance Officer or the designated SIMC Compliance 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;

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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 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.

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5.Annual Certification of Compliance – All SIMC Directors, Officers and Employees

·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 on an annual basis. Any person who repeatedly returns the certification 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:

·Periodically 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. 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;

·prepare a written report to SIMC management outlining any violations of the Code together with recommendations for the appropriate penalties; and

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·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 documents will be available for

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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 Initial Holdings Report, Quarterly Transaction 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

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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 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), exchange-traded 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 Reportable 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.

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·Reportable Fund – Any non-money market fund for which SIMC serves as investment adviser or any fund for which SIDCO serves as principal underwriter.

17

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 6	List of Reportable Funds

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 SIMC Code of Ethics. I hereby declare that I have read and will comply with the SIMC 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

o If you had no reportable transactions during the quarter, please check here.

Under the SEI Investment Management Corporation (“SIMC”) Code of Ethics, each “Reporting Person” is required to submit a Quarterly Transaction Report disclosing all purchases and/or sales of securities (including purchases that may be subject to the “Small Transaction” pre-clearance exception (as set forth in the Code of Ethics), and those transactions made through the SEI 401(k) Plan and Employee Stock Purchase Plan) in which such person has a direct or indirect beneficial ownership interest and executed during this quarter.

Please note:  If you are a participant in the SEI Stock Purchase Plan, please disclose the amount of shares you purchased during the quarter only if the purchase is outside of the automatic investment program.  Please place “ESP - Smith Barney/Citigroup” in the last column titled “Name of Broker, Dealer or Bank Effecting Transaction”.

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.  Transactions in direct obligations of the U.S. Government, bankers’ acceptances, certificates of deposit, commercial paper, Automatic Investment Plans or open-end investment companies other than Reportable Funds need not be reported here.

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.  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.

Also, all brokerage accounts opened during the quarter must be reported below:

Name of Broker,
Dealer or Bank Account Number Names on Account Date Account was
Established Type of Account

o   If you did not establish a securities account during the quarter, please check here.

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:	Reviewed 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 Stephanie Cavanagh – 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.

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:

EXHIBIT 6

As of January 7, 2008, SIDCO acts as distributor for the following:

SEI Daily Income Trust

SEI Liquid Asset Trust

SEI Tax Exempt Trust

SEI Index Funds

SEI Institutional Managed Trust

SEI Institutional International Trust

The Advisors’ Inner Circle Fund

The Advisors’ Inner Circle Fund II

Bishop Street Funds

SEI Asset Allocation Trust

SEI Institutional Investments Trust

Oak Associates Funds

CNI Charter Funds

iShares Inc.

iShares Trust

Causeway Capital Management Trust

Optique Funds Inc (formerly Johnson Family Funds, Inc.)

Barclays Global Investors Funds

The Arbitrage Funds

The Turner Funds

ProShares Trust

Community Reinvestment Act Qualified Investment Fund

Accessor Funds

TD Asset Management USA Funds

EX-99.B(P)(15)

Exhibit 99.B(p)(15)

FIDELITY INTERNATIONAL LIMITED (“FIL”) - BEST EXECUTION POLICY

1. Introduction

The Markets in Financial Instruments Directive (“MiFID”) requires all investment firms when executing orders on behalf of clients to take reasonable steps to obtain the best possible result taking into account the execution factors. Fidelity International Limited and its subsidiaries (“FIL”) has established and implemented a best execution policy setting out the most important and / or relevant factors that it takes into account in complying with the best execution obligation. The purpose of this document is to set out in detail FIL’s execution arrangements and best execution policy.

2. Scope

This policy applies to the Professional Clients of FIL ONLY and to execution of orders in the following Financial Instruments

·Equities

·Bonds

·Money Market Instruments

·Exchange Traded Derivatives

·Equity & Fixed Income OTC (Over the counter) Derivatives

·Forward Foreign Exchange/Non-Deliverable Forward Foreign Exchange

·Collective Investment Schemes

FIL may execute its decisions to deal on behalf of its clients under Article 21 (“MiFID”) or may choose to place client orders with one of its approved counterparties to execute on behalf of clients under Article 45 (“MiFID”). FIL will determine the capacity in which it will execute Client Orders on an order by order basis taking into account, the best interests of all clients, the characteristics of the order and prevailing market conditions at the time.

3. Order execution – Our Obligation

When executing Client Orders, FIL will act in the best interests of its clients at all times and will take all reasonable steps to obtain, the best possible result for its clients taking into account the best execution criteria and best execution factors set out below, subject to any instruction given by the client (see section 8).

4.Best execution factors

The best execution factors to be taken into account when executing Client Orders include:-

·Price

·Costs

·Speed

·Likelihood of execution

·Likelihood of settlement

·Size of the trade

·Nature of the trade

·Any other consideration relevant to the execution of the order.

FIL has assessed the relative ranking of the above best execution factors for each of the Financial Instruments referred to above, and this is detailed in Appendix 1.

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5. Best Execution Criteria

The ranking of these factors may vary from order to order depending on the type of Financial Instrument, the available market information at the time, and taking into account the following best execution criteria:

·The characteristics of the Client (including its categorisation)

·The characteristics of the Client Order

·The characteristics of the Financial Instruments which are the subject of the Client Order

·The characteristics of the Execution Venues to which the Client Order can be directed

As Shown in Appendix 1, FIL generally expects price to be the most important execution factor for the majority of Client Orders that it executes. However, there will be trades where price is not the most important factor when executing a trade. For example:

1.For smaller capitalised equities and less liquid stocks, the likelihood of execution and the provision of liquidity may be more important than price.

2.When raising cash for client redemptions, the speed and likelihood of execution may be more important.

3.When executing a large Client Order, the ability to transact the whole of the order at a less favourable price may be more important than only executing a part of the order at the best available price at that time.

4.In certain markets, the level of price volatility may mean that timeliness of trade execution is the priority.

5.When executing certain instruments (for example, OTC derivatives) our choice of Execution Venue may be limited, even to the extent that there may be only one venue on which we can execute a Client Order.

6.When executing a Client Order in OTC derivatives, a reference to the considered fair value will also be considered.

7.When executing a Program trade, the likelihood of timely confirmation and settlement may warrant more consideration.

6. Execution Venues

The list of the type of Execution Venues on which FIL may execute a Client Order is set out below, but it is not exhaustive. It includes those venues on which FIL places significant reliance in our aim to obtain on a consistent basis the best possible result for the execution of Client Orders.

6.1 Equities

FIL uses the following Execution Venues for a Client Order, with reference to the aforementioned execution factors:-

·On Exchange (Regulated Market/ Multilateral Trading Facility) – FIL Traders have Direct Market Access (DMA) and Electronic Algorithms to many Regulated Markets which enables FIL to control client orders from our Order Management System.

·Broker Execution – placing the order with a third party with whom FIL has entered into an agreement for the handling of Client Orders. This includes, but is not limited to agency sales trading, Algorithmic trading, capital commitment, etc.

·Electronic Crossing Network – crossing the order with a recognised third party crossing network with whom FIL has entered into an agreement for handling Client Orders.

·Liquidity Aggregator – FIL will review the usefulness of and access to Systematic Internalisers as more become available.

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·Internal Crossing (termed Interfunding in FIL) - crossing a client order on an agency basis with a matching order from another client. These types of orders are crossed internally using FIL’s in-house matching system. From 1st Nov.2007, internal crosses in shares admitted to trading on an EU Regulated Market or Multi-Lateral Trading Facility will be made public and will be printed on the LSE.

6.2 Bonds

FIL uses the following Execution Venues for a Client Order, with reference to the aforementioned Execution Factors:-

·Broker Execution – FIL selects dealers based on potential counterparty risk and quality of execution. FIL evaluates the quality of the dealers that it trades with on a regular basis. FIL conducts over-the-counter fixed income trades only with Approved Counterparties that are on Fidelity’s Approved List of Counterparties, except for one-off transactions approved on a limited basis in accordance with Fidelity’s counterparty approval guidelines.

·Liquidity Aggregator – FIL employs liquidity aggregators such as TradeWeb, Market Axess and Bloomberg in order to access more efficiently liquidity and execute trades in selected fixed income markets.

·On Exchange – FIL accesses liquidity and executes trades for exchange traded instruments via selected broker-dealers.

·Internal Crossing (termed Interfunding in FIL) - Where allowed and where appropriate, FIL may cross matching orders on an agency basis between funds. The interfund process is governed by FIL’s Interfund Policy.

6.3 Money Market Instruments

FIL uses the following Execution Venues for a Client Order, with reference to the aforementioned execution factors:-

·Broker Execution – FIL selects dealers based on potential counterparty risk and quality of execution. FIL evaluates the quality of the dealers that it trades with on a regular basis. FIL conducts over the counter fixed income trades only with Approved Counterparties that are on Fidelity’s Approved List of Counterparties, except for one-off transactions approved on a limited basis in accordance with Fidelity’s counterparty approval guidelines.

·Liquidity Aggregator – FIL employs liquidity aggregators such as TradeWeb, Market Axess and Bloomberg in order to access more efficiently liquidity and execute trades in selected fixed income markets.

·Internal Crossing (termed Interfunding in FIL) - Where allowed and where appropriate, FIL may cross matching orders on an agency basis between funds. The interfund process is governed by FIL’s Interfund Policy.

6.4 Exchange Traded Derivatives

FIL uses the following Execution Venues for a Client Order, with reference to the aforementioned Execution Factors:-

·Broker Execution – FIL accesses liquidity and executes trades for exchange traded derivatives instruments via selected broker-dealers with whom FIL has entered into an agreement for handling Client Orders.

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·On Exchange – FIL accesses liquidity and executes trades for exchange traded derivatives via selected broker-dealers with whom FIL has entered into an agreement for handling Client Orders. FIL also has direct access to some listed futures markets.

6.5 OTC Derivatives

FIL uses the following Execution Venues for a Client Order, with reference to the aforementioned Execution Factors:-

·Broker Execution – FIL accesses liquidity and executes trades for OTC traded derivatives instruments via selected broker-dealers with whom we have entered into an agreement for handling Client Orders. FIL conducts over-the-counter fixed income trades only with Approved Counterparties that are on Fidelity’s Approved List of Counterparties, except for one-off transactions approved on a limited basis in accordance with Fidelity’s counterparty approval guidelines.

6.6 Forward Foreign Exchange/ Non Deliverable Forwards

FIL uses the following Execution Venues for a Client Order, with reference to the aforementioned Execution Factors:-

·Broker – placing the order with a third party with whom we have entered into an agreement for handling Client Orders. Competing quotes from more than one third party would be sought.

6.7 Collective Investment Schemes

FIL uses the following Execution Venues for a Client Order, with reference to the aforementioned execution factors:-

·Placing the order with a third party for execution, usually the scheme operator.

FIL is required to notify its clients of any material changes which may affect its ability to continue to obtain the best possible result for its clients (which includes a significant change to the Execution Venues that it uses under this policy). Therefore, as the detailed list of the Execution Venues may change from time to time as well as some of its execution arrangements, FIL will notify its Clients of any material changes to its execution arrangements and policy in a timely manner.

7. Execution Venue Selection

Subject to any specific client instructions (see section 8 below), the selection of an Execution Venue for the execution of an order will be based solely upon the Execution Criteria and Execution Factors referred to above.

However, the decision to use any of the venues set out in section 6 may also be influenced by other additional criteria, although this is always conditional upon obtaining the best possible result for our clients. These additional criteria include :-

·Portfolio impact

·Market Depth

·Characteristics of the market(s)in which the security may be traded

·Counterparty integrity

·Risk characteristics of the instrument to be traded

·Existence of appropriate documentation and credit limits

·Access to liquidity

·Capital utilisation

·Financial responsibility/counterparty credit statistics

·Counterparty responsiveness to inquiries/issues

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·Confidentiality/minimal potential for information leakage

Notwithstanding the above, FIL reserves the right to execute a Client Order using a method or venue other than the methods or venues that it has indicated, when FIL considers this to be in the best interests of the Clients. In such cases, FIL will endeavour to execute based on the same best execution principles.

8. Client Instructions

Where a client gives a specific instruction for the execution of a Client Order (for example on transition or redemption, or where the client instructs FIL to direct commission to certain brokers) then the order may be executed in accordance with those instructions. In such circumstances, FIL will make the client aware that providing that instruction may prevent FIL from taking some of the aforementioned steps to obtain the best possible result for the execution of that Client Order (to the extent of the instructions). FIL will be treated as having satisfied its best execution obligation in respect of the part or aspect of the order to which the instructions relate.

9. Order Handling

FIL is required to execute Client Orders in an expeditious and fair manner for all clients.

Client orders may be aggregated with other Client Orders, if:

·The characteristics of the Client Order make them suitable for aggregation; and

·If in FIL’s opinion it is unlikely that the aggregation of Client Orders will work overall to the disadvantage of any client whose order is to be aggregated;

·and FIL complies with its Allocation Policy

10. Monitoring

FIL will review this best execution policy at least annually and whenever a material change occurs that affects its ability to continue to obtain the best results for FIL clients. Any material changes will be notified to clients.

FIL will monitor the effectiveness of its best execution policy and execution arrangements to identify, and where appropriate correct any deficiencies. This will include an assessment of whether the Execution Venue included in this policy continues to provide the best possible result for FIL’s clients.

FIL will use the following methodologies to review the effectiveness of FIL best execution arrangements:-

Equities

FIL will monitor its execution results using a variety of tools including periodic transaction cost analysis (TCA) provided by a recognized third party provider.

Bonds

Where applicable, stored competitive quotes will be compared on a periodic basis for a sample of trades to evaluate the effectiveness of execution.

Money Markets

Where available, stored competitive quotes will be compared on a periodic basis for a sample of trades to evaluate effectiveness of execution. Where alternative quotes are not available, best execution will be monitored by reference to current market testing on a sample basis.

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Exchange Traded Derivatives

By regular review using a market data source.

OTC Derivatives

The assessment of reasonable fair value given prevailing market conditions will be made at the point at which the trading decision is made. It will always be part of the negotiation of the Client Order.

Forward Foreign Exchange /NDF

Stored alternative quotes will be compared on a periodic and sample basis to establish effectiveness of execution.

Collective Investment Schemes

By regular review using a market data source, and monitoring on a sample basis to ensure that the correct NAV was obtained.

The monitoring of the effectiveness of FIL’s Best Execution Policy and arrangements will be reviewed on a periodic basis via the review meeting of the Traders, CIO, COO and Compliance.

Where an Execution Venue or Counterparty has failed to consistently deliver the best possible results for our clients, then the review meeting will determine what the appropriate remedial action should be.

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11. Definitions

Client Orders – an instruction to buy or sell a Financial Instrument, including orders initiated by FIL as a discretionary investment manager.

Derivatives – options, futures, financial contracts for difference and swaps on underlying equity, bond or money market instrument, forward rate agreements and other derivative contracts related to securities, currencies, interest rates or yields, indices or commodities.

Execution Factors – as listed in section 4

Execution Criteria – as listed in section 5

Execution Venue – as listed in section 6

FIL – Fidelity International Limited and its subsidiaries

Financial Instruments – as listed in section 2

MiFID – the directive 2004/39/EC Markets in Financial Instruments

Professional Clients – as per Annex II of MiFID

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Contents

1.	Code of Ethics for Personal Investing
2.	Policy on Inside Information
3.	Local Rules and Obligations
4.	How we enforce the Code
	Inside back cover - key Concepts

Important note

How the Code of Ethics (which we are required to provide you with) applies to you will depend upon what category of employee you are. Most employees simply have to follow those rules which apply to all employees, also known as Core Employees.

However, depending upon your role you can be categorised as a Fund-Access Person. If you fall into this category you must follow those further rules which are clearly marked in the Code.

Fund-Access Persons

This includes persons with access to confidential fund information and/or with the power to influence the conduct of a fund including those in and working with employees of investment management systems and operations; pricing and fund administration; oversight; fund managers, research analysts, traders and any others involved in handling or directing trades in the funds.

Please note that you can also be placed within a specific category by designation of the Ethics Office.

Throughout the Code there are references to web-based fact sheets where you can get more detail. These fact sheets are available on the online code of ethics system.

	A Guide to Preclearance.
	A Guide to the 60 day gain rule.
	Approved Mutual Funds.
	Code of Ethics Forms.
	Compliance contacts.
	Covered Person – when the Code applies to you or someone other than you.
	Disclosing accounts holding Non-Covered Securities.
	Frequently Asked Questions.
	Permissible Indices.
	Sanction and Appeals Process.
	Special Approvals – when you may be able to get relief from the Code.
	Treatment of options under the 60 day gain rule.

1

Key Principles

1.	You should always conduct your personal affairs in a manner that does not conflict or even appear to conflict with the obligations we owe our clients.
2.	The Code applies both to you and those close to you and in whose financial affairs you may have an interest.
3.	You are expected to abide by the spirit as well as the letter of the Code.
4.	You should never use information obtained in your role at FIL for personal gain or pass it on to someone who may so use it.
5.	You should never disclose or abuse confidential information as this could affect the interests of our clients.
6.	You do not trade when in possession of sensitive fund information or inside information (for the same reason as above).
7.	You must deal though a broker which provides duplicate reporting to FIL.
8.	If you are a Fund-Access person you must obtain preclearance if necessary before placing an order.
9.	You complete all the necessary forms accurately and on time.

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1      Code of Ethics for Personal Investing

RULES FOR ALL EMPLOYEES

The Code has rules about owning and trading securities for personal benefit. Some of the rules apply both to you and anyone who is a covered person (see Key Concepts).

As a FIL employee you must not place your personal interest ahead of the interests of our clients, including the investors in our funds. You must therefore never take advantage of your relationship to the funds or FIL to benefit yourself or another party.

Because no set of rules can cover every situation it is critical that you follow the Key Principles and abide by the spirit as well as the letter of the Code. Any activity that compromises our integrity can harm FIL’s reputation and may be reviewed by the Ethics Office and action taken.

REQUIREMENTS

Acknowledging the rules

Within 10 days of starting at FIL and every year after you must confirm that:

·You understand and will follow the rules that apply to you;

·You authorise FIL to obtain and monitor data regarding your transactions covered by the Code;

·You will follow any new or existing rules that apply to you in the future.

As well as the Code you must follow any securities laws to which you are subject.

Reporting violations

If you become aware that you or someone else has broken the Code, you must promptly report this to the Ethics Office.

Disclosing accounts and holdings

The Code covers accounts and holdings in your name and also those of any other covered person.

You must disclose all covered accounts to FIL within 10 days of starting and thereafter as requested.

You will also need to disclose any holdings in FIL funds held in an account outside FIL.

An Annual Acknowledgement will collect this information each year.

You must arrange for duplicate reports of trades and account statements to be provided by your broker.

	Covered Person – when the Code applies to you or someone other than you.
	Code of Ethics Forms.

KEY CONCEPTS

Some terms have specific meanings in the Code – these are set out in Key Concepts inside the back cover. In the text they appear in blue.

FIDUCIARY DUTY

Your responsibility to place FIL clients first is a fiduciary duty you must observe. This means never placing your personal interests ahead of those of any FIL fund.

DISCLOSURE

Core Employees must complete an Annual Acknowledgement.

Fund-Access Persons must complete an Annual Acknowledgement and a Quarterly Transaction Verification.

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PROHIBITIONS

Selling short

In any account, the short position in a particular covered security may not be greater than the shares of that security held in that account.

Trading restricted securities

You and any other covered person may not trade a restricted security. If you have been told specifically not to trade a security, then you must not trade it until the restriction is lifted.

Short Term Trading in FIL Funds

Trading in and out of a FIL fund within a 30-day period is prohibited. If the fund prospectus places a stricter obligation then this stricter rule will apply. Breaches will mean you have to surrender any profit and other sanctions may apply. This prohibition also applies to FIL funds held in your FIL pension account.

Participating in an IPO

You and any other covered person are not allowed to participate in an initial public offering of securities (IPO). The rule applies to equity and corporate debt securities, free stock offers through the Internet and lotteries for allotments of shares in an IPO.

There are exceptions that can be made for certain circumstances (see below) and you will need approval from your local Ethics Office. You may not participate without such approval.

Use of derivatives, structured instruments and spread betting

If something is prohibited under the Code, or by the preclearance system, it is also prohibited to attempt to accomplish the same thing through the use of derivatives (including options, futures etc.), structured products and spread betting.

Trading an account you do not own

You may not have an authority to trade, place or direct trades of covered securities in an account not owned by you which is not a covered account. With prior approval from your Ethics Office, you can have authority over a non-covered account owned by a member of your family, but this may be subject to restrictions that will be advised at the time. Until such approval is received you must not trade, direct or place deals on the account.

Investment clubs

No covered person may participate in or advise an investment club or similar arrangement.

Hedge Funds

You may not invest in a hedge fund.

Excessive Trading

This is strongly discouraged. In general, anyone placing more than 25 trades a quarter in covered securities (other than open-ended funds) should expect additional scrutiny of their trades. We monitor trading activity and may require you to limit the number of trades.

Serving as a director/trustee

Unless you have prior approval from the Ethics Office, you may not serve as a director or trustee of a publically traded company or a non-FIL private company that has or may issue shares. The request must go to your manager and local Ethics Office and approval will be dependent on there being no conflict between the role and the interests of our clients and funds.

SHORT STRATEGIES

Short strategies involving options, futures, ETFs and structured notes based on the Permissible Indices or non-covered securities are permitted.

IPO EXCEPTIONS

You may be able to obtain approval if:

·You or any other covered person have been offered shares as you already have equity in the company;

·You or any other covered person are a policyholder or depositor of a mutual company that is demutualising;

·Your spouse has been offered the shares as an employee.

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Additional rules for Fund-Access Persons only

REQUIREMENTS

Preclearance

The preclearance process is designed to reduce the possibility of conflicts between your trades and the funds.

The rules of preclearance

·You and any covered person must clear in advance all orders to buy or sell a covered security.

·Preclearance is valid only for the day given and may not be carried over (placing good-until-cancelled orders is not permitted).

·If your order is not completed by end of day, any uncompleted part must be cancelled to avoid a violation.

Your commitment

In seeking preclearance you are giving your word that:

·You do not have any inside information (see Policy);

·You are not using knowledge of actual or potential fund trades;

·You believe that the trade is available to all investors on the same terms;

·You will provide any information regarding the trade requested by your Ethics Office.

Securities which are excused preclearance

·Shares of FIL funds and FMR funds.

·Shares of Approved Funds.

·Government securities and securities issued by government agencies 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.

·Options and Futures on Permissible Indices.

·Structured products and ETFs based on Permissible Indices or non-covered securities.

·Securities transferred as a gift.

·Automatic dividend reinvestments.

·Rights’ subscriptions.

·Exchange traded currency derivatives.

·Routine automatic investment plan investments or withdrawals.

  A Guide to Preclearance.

Disclosing securities accounts, holdings and transactions in covered securities

You must disclose:

·All covered accounts;

·Any other type of securities account under the name or control of a covered person, including accounts holding non-covered securities (such as shares of mutual funds, commodities or other investment products managed by another company);

·Any holding of covered securities held in or outside a covered account (including covered securities purchased through an automatic investment plan).

  Disclosing accounts holding non-covered securities.

An exception to this rule will apply to accounts held with FIL and FundsNetwork^TM (where you just have to disclose the account). For covered accounts holding shares in FMR funds you must also disclose the holdings in such funds.

You must disclose transactions in covered accounts that include covered securities and so you must arrange for duplicate reports of trades and account statements to be provided. An exception to this rule will apply to accounts held with FIL and FundsNetwork^TM.

If you trade through an automatic investment plan you should report such transactions on your Quarterly Trade Verification (QTV) form. If you give or receive covered securities other than through trading (e.g. via a gift or inheritance) you should also include these on the QTV.

You must complete a QTV of transactions in covered securities each quarter as directed and within the time limit set out. Information must be current as of a date no more than 45 days prior to the date you became an access person (with respect to the initial report) and no more than 45 days prior to the date of each annual report.

Affirmative Duty

If you have material information on an investment in which the funds might be interested you must inform the relevant investment professionals before acting upon it for your own account. Any personal holding by a covered person in a covered security should be disclosed if you are advising someone making an investment decision on that security.

PRECLEARANCE

Preclearance is available during market hours of the relevant security (except for a period of time after market opening to allow for the placement of fund orders).

EXCEPTIONS TO PRECLEARANCE

You may be able to obtain prior approval from your local Ethics Office to trade without preclearance if:

·The covered account is managed by a professional third party who has discretionary trading authority;

·Repeated rejection of preclearance is causing significant hardship;

·Trade will not be executed on same day of instruction.

CORPORATE ACTIONS

Corporate Actions may require special approval, please contact your local Ethics Office before participating.

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PROHIBITIONS

Profiting from fund knowledge

You may not use your knowledge of trades or holdings in FIL funds or FMR funds for personal benefit.

Surrendering 60 day gains

You may not enter into an opposite transaction of a covered security within 60 days of the previous transaction. The basic rule for identifying which shares you have sold or repurchased is what is sometimes referred to as “LIFO”, which stands for “Last In First Out”. In other words, you are treated as having sold first the shares you aquired most recently or having repurchased the shares you have sold most recently.

If you do enter into such a transaction you may be sanctioned and any gain resulting (or loss avoided) may be forfeit. Gains will be calculated based on the earliest transaction within the 60 day period.

This rule does not apply to transactions in:

·      Shares of FIL funds and FMR funds (but see Short Term Trading in FIL Funds rule);

·      Shares of Approved Funds;

·      Options and Futures on Permissible Indices;

·      Structured products and ETF’s based on Permissible Indices or non-covered securities;

·      Exchange traded currency derivaties;

·      An automatic investment plan;

·      Government securities and securities issued by government agencies 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.

A further exception is available with the prior approval of your local Ethics Office if this rule would prevent you realising a tax loss on the proposed trade. Approval will take into account fund trading and other preclearance tests and no more than three may be given in any calendar year.

	A guide to the 60 day gain rule.
	Treatment of options under the 60 day gain rule.

Influencing a fund to benefit yourself or others

You must not influence the conduct of a FIL fund for the benefit of anyone other than such shareholders and clients (for example by causing it to trade so as to improve the value of a stock you or a friend holds).

Trading within 7 Days of a fund

If you are responsible for managing or directing trades on a FIL fund you and any covered person may not trade a covered security before or after seven days of that fund trading the same, or similar, security.

If within seven days after a personal trade you wish to trade the same security for the fund, you must do so if in the best interests of the fund. The circumstances will be reviewed and you may be required to provide an explanation.

Trading after a research note

You may not trade a covered security of an issuer until two full business days have passed since the last FIL or FMR research note on that issuer. (This rule is tested during preclearance.)

Buying securities in broker-dealers

No covered person may buy the securities of a broker- dealer or its parent company if they have been restricted by FIL. (This rule is tested during preclearance.)

Private Securities

You and any covered person must get prior approval from your local Ethics Office before investing in any private placement or other private securities not issued by FIL.

A WORD OF CAUTION

If you use covered securities as security for a loan (including margin accounts) there is no guarantee that you will receive preclearance or any other required permission to trade when you want to liquidate a holding to meet a call.

Also note that the 60 day rule applies to liquidations as do the insider trading rules. Failure to make a call could place you in default.

You should consider these constraints before setting up such arrangements.

STRUCTURED PRODUCTS ISSUED AS PRIVATE SECURITIES

Investment in structed products based on Permissible Indices or non-covered securities and issued through private placement does not require prior approval from the Ethics Office.

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2      Policy on Inside Information

The purpose of these rules is to ensure compliance with securities laws by prohibiting anyone from trading any security while in possession of material, non-public information about that security or its issuer. They also explain how to handle any information you do get to protect you, FIL and to prevent unauthorised use or dissemination.

REQUIREMENTS

Advise Legal/Compliance immediately if you acquire inside information

If this happens as part of your job or otherwise, you must immediately advise the relevant Legal or Compliance contact and no one else (not even your manager).

The Legal or Compliance contact will (using an attorney where appropriate):

·Advise you if the material is inside information; and

·Advise you of what steps to take.

You must not:

·Disclose the inside information or the fact you have it to anyone other than the Legal or Compliance contact and designated attorney even if you believe such disclosure is harmless;

·Trade or cause anyone else to trade in the security about which you have inside information (whether for a fund, account or in a personal capacity) regardless of whether or not you might have a financial interest in the trade.

You must:

·Co-operate fully with the Legal or Compliance contact, Ethics Office and attorney including signing any confidentiality agreements;

·Retain any documentation relating to the information until you are advised by the attorney it may be discarded.

Compliance contacts.

INSIDE INFORMATION

This is any information about the issuer of a security, or the security itself that is both material and non-public.

You must consider information to be material if:

It is reasonable to expect the price of the security (or a correlated security) would change if the information were public; or there is a substantial likelihood that a reasonable investor would consider the information important in making investment decisions.

You should consider information to be nonpublic if it is not generally available to the public in a widely used medium, such as a press release.

ALWAYS CHECK before acting on or sharing any information that may potentially be inside information.

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Safeguarding inside and other sensitive information

You are responsible for safeguarding inside and other sensitive information from unauthorised disclosure. Appropriate precautions should be part of your daily awareness and workplace routines including:

·Never discussing inside or other sensitive information in public places;

·Storing sensitive documents in a secure place;

·Not leaving sensitive documents in copiers or meeting rooms or in view on your desk unless access to the desk is controlled;

·Using passwords to protect information stored on computer and changing them regularly;

·Disposing of sensitive documents using secure means such as shredders or designated waste bins (see also: http://infosecurity.fmr.com/spi/).

The importance of Internal Information Barriers

Just as it is essential that individual employees handle any inside information responsibly, it is essential to FIL’s efficient functioning that certain areas are not compromised by having inside information. This is achieved by a system of internal information barriers of which these procedures form an essential part.

Following these rules not only protects you, but is also essential to maintaining FIL’s integrity and reputation.

The Code and Securities Laws

Trading on or sharing inside information is a serious violation not just of this Code but of the law – in some territories (including the United States) the criminal law. FIL will be vigilant in its enforcement efforts and employees who breach these rules will be subject to disciplinary action, potentially including dismissal. This would be in addition to any sanction handed out by local regulators or courts. There are detailed policies and procedures for the handling of inside information applicable to each region in which Fidelity operates. For more information, contact your local legal and compliance representative.

Inside Information and the Workplace

There are a number of ways employees might come across inside information – for example:

·By hearing it from personal sources such as a spouse or friend working at a public company to overhearing a conversation in a lift or bar;

·Because of your work, a broker or public company may knowingly or unwittingly pass on inside information in a business conversation;

·You may be involved in negotiations for a contract or joint venture between FIL and a public company the substance of which, the existance of which, could be price sensitive or constitute inside information;

·From a customer when trading on their account;

·A securities issuer may want to seek FIL’s views on a proposed corporate action or change of CEO.

It is quite easy to come into possession of inside information, but far more difficult to get rid of it. Avoidance is the best defence, but if you do receive inside information you must follow FIL’s procedures.

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3      Local rules and obligations

FRANCE

Fidelity Investissements SAS (FISAS) and Fidelity Gestion (FIGEST)

This section applies only in France to employees and directors of FISAS and FIGEST and covered persons of the above but only when the employee or director is placing the trade on their behalf or when the employee shares a joint account with the covered person.

Employees are reminded that in the event your broker refuses to send duplicate reports directly to Fidelity, it is your responsibility to provide Fidelity with the duplicate reports.

Failure to follow the rules set out in the Code of Ethics may result in disciplinary action under the Company’s Règlement Intérieur (RI) and other sanctions provided by French Laws and Regulations.

In accordance with the French Labour Code, not all of the Code of Ethics will apply to employees subject to the RI, but you should note that compliance with the RI and other operational and compliance rules will be taken into account when assessing performance. Serious breaches may also result in the activation of the firm’s disciplinary procedure.

We may amend the Code of Ethics. Amendments will be presented to the employees’ representative prior to the release of the new code.

We are committed to observing principles of data privacy. As data regarding personal transactions may need to be communicated within the Fidelity group from time to time, agreements have been entered into which are designed to ensure proper and responsible handling of such data. Further details regarding your personal data may be obtained from your local Compliance contact.

Employees of FISAS or FIGEST must comply with French Laws and Regulations and with the RI. More specifically, as the case may be, employees are subject to:

·Article L 533-4 and L 465-1 of the Monetary and Financial Code;

·Article 313-9 to 12 of the General Regulation of the AMF and its impending instruction.

Please note that the Company’s RI covers matters not referred to in this Code of Ethics. You must nevertheless follow them to be in compliance with French Laws and Regulations. Breach of these other requirements may be subject to disciplinary action under the French employee handbook.

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4      How we enforce the code

The Ethics Office

The Ethics Office regularly reviews the forms and reports it receives. If you are asked to provide further information or justifications it is in your interest to do so promptly, completely and accurately.

Special Approvals

In cases where you believe that you may qualify for an exception referred to in the Code you must seek prior approval from the Ethics Office. Similarly you must apply if you believe that an exception is justified because of your particular circumstances.

When granted, special approvals may have conditions attached and may be for a limited period. They will in any event be subject to review and may be withdrawn.

Special Approvals – when you may be able to get relief from the Code.

Violations

If it is determined that you or any other covered person has broken the Code, FIL has a variety of sanctions available to it which may take the form of one or any combination of the following:

·A warning on your personal record;

·A fine or other financial penalty;

·A limitation or ban on personal trading for a period;

·Dismissal from employment;

·Referral to civil or criminal authorities.

Before any sanction is applied, you will be provided with an opportunity to explain your conduct and make a representation. You will be advised before making your representation of the potential sanction that might be applied to the violation.

Serious cases and those involving senior executives may be considered by the FIL Ethics Oversight Group formed of representatives from the business, support and oversight areas.

We may take into account any relevant past conduct of the employee, such as prior breaches, as well as if the violation has been reported at the employee’s own initiative.

We will strive to be fair and consistent both in terms of the particular circumstances of the case and FIL’s overall policy on discipline.

FIL’s interpretation of the requirements of the Code will take into account all relevant material and will be regarded as final.

Appeals

If you believe that a request for a special approval has been incorrectly denied or inappropriate sanction applied to you there is an appeal process.

You should provide the Ethics Office within 30 days of the decision an explanation for your seeking a review, including any factors which may not have previously been considered.

You may seek a personal meeting on the matter and bring a personal representative.

In cases of a very serious sanction, any appeal will be handled in accordance with local employment procedures.

Sanction and Appeals Process.

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Key Concepts

Approved Funds

Regulated non-FIL mutual funds in Approved Jurisdictions provided that:

·shares may be redeemed on demand;

·the net asset value (NAV) of the fund is calculated on a daily basis;

·shares are issued and redeemed on a “forward pricing basis” at the NAV next determined after the buy or sell order;

or any other fund approved by the FIL Ethics Office.

Approved Mutual Funds

Approved Jurisdictions

Those where FIL or FMR have fund management operations as well as all member Countries of the European Union – see COE web site for listing.

Automatic Investment Plan

A program in which regular purchases (or withdrawals) are made automatically according to a set schedule and allocation, including monthly savings plans.

Covered Account

Includes any account which does or is intended to hold covered securities (including FIL and FMR Funds) and which belongs to one or more of the following:

·A covered person;

·A company where a covered person is a controlling shareholder or directs its investment decisions;

·A trust where you are:

(i)A beneficiary and make investment decisions; or

(ii)A trustee and you either might benefit from the trust or an immediate family member is a beneficiary; or

(iii)A settler where you can revoke the trust and where you make investment decisions;

·Any undertaking in which you have the opportunity to profit from a security transaction.

As well as brokerage accounts, covered accounts include accounts with shares of FIL funds and FMR funds such as accounts held at FIL or FundsNetwork^TM. These must include wrap accounts (PEP, ISA, PEA, SIPP, unit-linked life policies and investment bonds, etc.) but not your FIL pension scheme account. [Please note that with prior written approval from the Ethics Office an account may be excluded from this if you have no investment influence, such as a blind trust].

Covered Person

This includes:

·You and your spouse/domestic partner who shares your household;

·Any immediate family member who shares your household and is under 18 or financially supported by you (immediate family member includes children, stepchildren, grandchildren, parents, stepparents and grandparents, siblings, and parents- children- and siblings in law);

·Anyone else advised to you by the Ethics Office.

Covered Person – when the Code applies to you or someone other than you.

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Covered Security

Includes:

·      Shares (public and private companies);

·      Government securities;

·      Corporate and municipal bonds;

·      Convertible bonds;

·      Shares of FIL funds and FMR Funds unless excluded below;

·      Shares of open-ended funds that are non-FIL funds unless an Approved Fund;

·      Shares in Exchange Traded Funds;

·      Shares in closed-end funds;

·      Options on securities and securities indices;

·      Single stock futures;

·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;

·      Exchange traded currency derivatives;

·      Any other security not specifically excluded.

But excludes:

·Shares of Approved Funds;

·Shares of money market funds (including where they are FIL funds and FMR funds);

·US Treasury securities;

·Obligations of US Government agencies with remaining maturities of one year or less;

·Money market instruments;

·Currencies and derivatives thereof (unless they are traded on an exchange);

·Commodities and options and futures on commodities that are traded on a commodities exchange;

·Shares or other securities in FIL or its affilliates.

FIL

Fidelity International Limited and its subsidiaries.

FIL fund

Any fund, account or asset pool advised or sub-advised by FIL or an affiliate (other than an FMR fund).

FMR

FMR LLC and its subsidiaries.

FMR fund

Any fund, account or asset pool advised or sub-advised by FMR or an affiliate (other than a FIL fund).

FundsNetwork^TM

All FundsNetwork^TM platforms operated by Fidelity International Limited.

Hedge fund

Hedge fund investments are not permitted. Please contact your local Ethics Office for advice if you want to confirm whether a fund is a hedge fund or not.

Non-FIL fund

Any open-ended fund that is not a FIL fund or an FMR fund.

Permissible Indices

Any official index which has a minimum of 30 components with no one component representing more than 25% of the index at the time of purchase. A list is maintained on the website.

Permissible Indices.

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COE/PW/0507

Fidelity International

European Policy

on

Price Sensitive Information

                     November 2007

1

CONTENTS

1.	INTRODUCTION
2.	DEFINITIONS
2.1	Price Sensitive Information (“PSI”)
2.2	Other definitions
3.	POLICIES
4.	PROCEDURES
4.1	Corporate Finance Group
4.1.1	Corporate Finance Group responsibilities
4.1.2	Risk Shells, Restricted Security List and other records
4.2	European Investment Group
4.3	London Dealing Desk
4.3.1	US portfolio managers
4.3.2	Existing orders
4.3.3	Primary offerings vs. secondary trading information
4.3.4	Interfunding
4.3.5	In-specie Transfers
4.4	Fixed Income
4.5	Real Estate Group
4.6	Treatment of staff who join FIL already in receipt of PSI
4.7	Senior Management Group
APPENDICES
A	Contacts: name and telephone numbers for relevant groups(1)
B	Overview of UK Market Abuse and Insider Dealing regime
C	Working Scenarios
D	PM notification memorandum
E	FMR UK and PYR - UK PSI Policy and Procedures (to be attached when finalised).

(1)   as amended from time to time.

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1.             INTRODUCTION

This document (or this “Policy”) summarises the policies that apply and the procedures that must be followed to ensure that the European offices of Fidelity International group (“FIL”) adheres to both the spirit as well as the substance of applicable laws in relation to insider dealing and market abuse in the UK (the “Insider Dealing and Market Abuse regime”) as they relate to the treatment of “PSI” or “price sensitive information”.

This Policy applies to FIL’ s client investment activities only and all trading through the London Dealing Desk on behalf of those clients, including trading initiated by the European Investment Group and it does not apply to FIL’ s corporate portfolio nor to the Corporate Portfolio Group(2).

The Policy does not apply to trading initiated from FIL’s premises in London by Exempt Offshore Fund Managers, who are subject to other policies and procedures applied by FIL’s non-UK and non-EEA affiliates. Further information and guidance is available from the London Investments Legal Team and/or London Investment Compliance (see Appendix A for contacts).

Also the Policy does not apply to the Venture Capital Groups which are subject to their own price sensitive information policies and procedures or to employees of FIL and its subsidiaries operating from its offices in the Asia Pacific and Japan, which persons are required to follow FIL’s “Insider Trading Policy – Asia Pacific” and “Insider Trading Policy – Japan”.

This Policy does apply to trading through the London Dealing Desk on behalf of clients by UK affiliates of FIL, including FMR UK and PYR – UK (but no other FMR or Pyramis companies). This Policy is consistent with the policies of FMR UK and PYR - UK, a copy of which (when finalised) will be attached as Appendix E.

Therefore, this Policy applies to all European based investment professionals involved with FIL’s client investment activities, the European Investment Group and all securities dealt by the London Dealing Desk on behalf of clients.

Given the complexities of the UK Insider Dealing and Market Abuse regime, a summary of applicable rules is included in Appendix B. Further information and guidance is available from the London Investments Legal Team and/or London Investment Compliance contacts.

The policies and procedures in relation to the treatment of “PSI” are based on the prohibitions contained in:

(2)   it should be noted that member of the Corporate Portfolio Group may partake, as observers, in certain investment meetings within FIL.

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·Financial Services and Markets Act 2000 (“FSMA”), as amplified by the FSA Code of Market Conduct contained in the FSA Handbook of Rules and Guidance (“MAR”)

·Criminal Justice Act 1993 (“CJA”)

The policies and procedures also take into account Principle 5 of the FSA’s Principles for Businesses (observance of proper standards of market conduct). Principle 5 is broader in scope than the Insider Dealing and Market Abuse regime and applies to anything done by FIL in the course of a regulated activity as defined for the purposes of FSMA.

This Policy supplements the Code of Ethics, which applies to all FIL employees. All affected employees must ensure they are familiar with their obligations under the Code of Ethics and this Policy at all times.

2.             DEFINITIONS

2.1           Price Sensitive Information (“PSI”)

One of the key concepts in both the CJA and the FSMA is “inside information” or, as it is often described, “price sensitive information”. In summary:

CJA

The CJA creates three offences of insider dealing in relation to “inside information” (see Appendix B for more detail).

Inside information is information which:

·is specific or precise; and

·relates to a particular security or to a particular issuer or issuers and not to securities or issuers generally, and

·has not been made public; and

·if it were made public would be likely to have a significant effect on the price of any securities.

Please note that a wide range of information may be considered to relate to a particular security or issuer for these purposes. For example, information regarding Company A may relate to the listed securities of Company B which is a supplier or competitor of Company A.

Anything outside the normal range of price movements for shares in the relevant sector may be regarded as “likely to have a significant effect on the price of any securities”. There are no particular percentage levels, or absolute monetary amounts, above which price movements must be treated as significant and below which they can be treated as insignificant. Employees must consult the London Investments Legal Team and/or London Investment Compliance if they are in any doubt as to whether information constitutes PSI.

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FSMA

The market abuse prohibitions are contained in Part VIII of the FSMA. The existing prohibitions were amended by the Market Abuse Directive (“MAD”), which was implemented in the UK on 1 July 2005. The market abuse prohibitions are couched in very general language and are amplified by MAR.

Section 118 of FSMA defines market abuse as behaviour (whether by one person alone or two or more persons jointly or in concert) which:

·occurs in relation to qualifying investments admitted to trading on a prescribed market (or in respect of which a request for admission to trading has been made) or, in the case of the first and second type of behaviours, investments which are related to investments in relation to such qualifying investments; and

·falls within any one or more of certain types of behaviour that, broadly speaking, is in relation to “inside information”.

Inside information (in relation to qualifying investments or related investments which are not commodity derivatives) is information which:

·is of a precise nature; and

·is not generally available, and

·relates directly or indirectly to one or more issuers of the qualifying investments or to one or more of the qualifying investments; and

·would, if generally available, be likely to have a significant effect on the price of the qualifying investments or the price of related investments.

Anything outside the normal range of price movements for shares in the relevant sector may be regarded as “likely to have a significant effect on the price of any securities”. There are no particular percentage levels, or absolute monetary amounts, above which price movements must be treated as significant and below which they can be treated as insignificant. Employees must consult London Investments Legal Team or London Investment Compliance if they are in any doubt as to whether information constitutes PSI.

Inside information in relation to commodity derivatives is information which:

·is of a precise nature; and

·is not generally available, and

·relates directly or indirectly to one or more such derivatives; and

·users of markets on which the derivatives are traded would expect to receive in accordance with any accepted market practices on those markets.

References to “price sensitive information” or “PSI” in this Policy means information which constitutes inside information for the purposes of either the CJA or the FSMA, as described above.

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2.2           Other Definitions

“Corporate Finance Group”

London Investment Compliance, London Investments Legal Team, Director of Corporate Finance, Executive Director Capital Markets and Director of Corporate Governance Research, (see Appendix A for contacts). Where specified, the Corporate Finance Group also includes FMR UK and PYR - UK contacts.

“Corporate Portfolio Group” the group within FIL which manages FIL’s corporate portfolio investments (as distinct from the assets of FIL’ s clients).

“EIT”

Edinburgh Investment Trust plc, with which Fidelity Investments International has entered into an agreement to provide investment management and secretarial services.

“European Investment Group”

All European based FIL, FMR UK and PYR - UK employees, including investment managers of FIL investment funds, other than the Corporate Finance Group, the Corporate Portfolio Group and the London Dealing Desk.

“Exempt Offshore Fund Managers”

Certain individuals who are responsible for providing investment management and other advisory services to clients from FIL’s premises in London and whose primary responsibility relates to offshore markets, who satisfy certain criteria and whose names are included in a list maintained by London Investment Compliance. Please note that the individuals on this list may change from time to time.

“FIL”

The Fidelity International Group of companies.

“Fixed Income Group”

All FIL, FMR UK and PYR - UK fixed income analysts, fixed income portfolio managers, traders, their assistants and support staff and any other persons as deemed necessary by the Corporate Finance Group.

“FMR”

FMR LLC, and its affiliates in the U.S.

“FMR UK”

A UK subsidiary of FMR LLC.

“Investment Committee”

Key members of FIL’s senior management who are responsible for day-to-day trading decisions in relation to FIL’s corporate portfolio investments.

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“London Dealing Desk”

London equity dealers, dealing support staff and Head of Trading.

 “Prescribed Markets”

For the reasons set out in Appendix B, “Prescribed Markets” include (i) all markets established under the rules of a UK recognised investment exchange (including EDX London, ICE Futures, LIFFE, LSE, NYMEX, LME, virt-x), (ii) OFEX, (iii) all other EEA regulated markets, and (iv) all other EEA investment exchanges, NASDAQ and SWX Swiss Exchange.

“Real Estate Group”

Means Fidelity International Real Estate Fund: Fidelity Fund Management Limited has been appointed as investment advisor to the Real Estate Group which is a Luxembourg domiciled umbrella vehicle for a series of funds investing in real estate. The group is London based team and established to deal with FIL’ s investments in UK and European real estate. As of date of this Policy the group’s senior members are those listed on Appendix A.

“Pyramis”

Pyramis Global Advisers.

“PYR - - UK”

A UK subsidiary of Pyramis.

“Relevant Securities”

For the reasons set out in Appendix B, “Relevant Securities” include “qualifying investments” traded on “Prescribed Markets” (as defined above). Qualifying investments include transferable securities including shares, debt securities and any other securities giving the right to acquire or sell such transferable securities such as warrants or depositary receipts or giving a right to cash settlement, units in collective investment undertakings, money market instruments, financial futures contracts including equivalent cash settled instruments, forward interest-rate agreements, interest rate, currency and equity swaps, options, commodity derivatives and any other instrument admitted to trading on a regulated market in the EEA or any related investments (being an investment whose price or value depends on the price or value of the qualifying investment).

“Senior Management Group”

The UK based senior managers at FIL who are responsible for running the company and shall include the Investment Committee Members (whose members change from time to time), as more particularly described on Appendix A.

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“the UK Company Secretarial Team”

Certain individuals who are responsible for providing company secretarial and other advisory services to EIT or other individuals employed by FIL who may receive PSI in relation to EIT in the course of their employment and whose names are included in a list maintained by London Investment Compliance. Please note that the individuals on this list may change from time to time.

“Venture Capital Groups”

The London based venture capital groups established by FIL and FMR respectively.

3.	POLICIES
3.1	Fidelity’s treatment of PSI must be controlled and prudent with regard to both compliance with the Insider Dealing and Market Abuse regime and to minimising reputational risk.
3.2	In the overwhelming majority of instances PSI will be received from third parties, but exceptionally PSI may arise from within FIL (or FMR UK or PYR - UK) itself (see Appendix C). It is the responsibility of the Corporate Finance Group to remain alert to situations where this may apply.
3.3	The preferred point of entry for all PSI into FIL (or FMR UK or PYR - UK) is either the Director of Corporate Finance or other members of the Corporate Finance Group (or, in the case of FMR UK and PYR – UK, relevant contacts) (see Appendix A for contacts). However certain approved portfolio managers may receive PSI directly as described in 4.2 a).
3.4	Information (including information received by FMR UK or PYR - UK) will be categorised by the Director of Corporate Finance or other members of the Corporate Finance Group in one of 4 ways:
	Category 1
	Information that does not constitute PSI. This category is used only to track the trading in a security. This category may also be used to track or restrict trading in relation to other non-PSI information.
	Category 2
	PSI received and known solely by any member of the Corporate Finance Group(including FMR UK and PYR - UK relevant contacts) or the Senior Management Group;
	·     all trading in Relevant Securities can continue.
	Category 3
	PSI received by any member of the Corporate Finance Group (including FMR UK and PYR - UK relevant contacts) and disseminated to any one or more of

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the European Investment Group (including FMR UK and PYR - UK employees) but not to the London Dealing Desk. This includes PSI which has been received directly by any member of the European Investment Group (see 4.1.1 b);

·once a member of the European Investment Group (including FMR UK and PYR - UK employees) is in receipt of PSI the entire European Investment Group (including FMR UK and PYR - UK employees) are deemed to be in receipt of PSI, except as provided in sections 4.4 and 4.5.

·all trading initiated by European Investment Group (including FMR UK and PYR - UK employees) is prohibited although London Dealing Desk can execute trades originating from managers that are not part of the European Investment Group (i.e. US and Asia-based fund managers). FMR accounts managed by members of the European Investment Group, FMR UK and PYR - UK managers are similarly prohibited.

Category 4

PSI received as in Category 3 but additionally or separately disseminated or deemed to have been disseminated to the London Dealing Desk and/or to non-European Investment Group managers.

·all trading in Relevant Securities prohibited.

For the purposes of clarity, one Chinese Wall has been created around the Corporate Finance Group (including the equivalent group at FMR UK and at PYR - UK and the Senior Management Group (Category 2), and another around the Corporate Finance Group and the European Investment Group (including FMR UK and PYR - UK employees) (Category 3).

Special Category EIT Information

The members of the UK Company Secretarial Team form, for the purposes of these policies and procedures, a special restricted group in relation to any PSI that they may receive in the course of their company secretarial, advisory or other functions. Members of the UK Company Secretarial Team are not permitted to play any part in decisions on trading shares in EIT or to disclose any of this PSI to anyone outside the team without prior discussion with and approval by the Corporate Finance Group.

FIL’s corporate portfolio may include EIT shares, if a member of the UK Company Secretarial Team is a member of the Investment Committee, that member is required to recuse himself/ herself from all discussions and trading decisions by the Investment Committee in relation to EIT shares (and related instruments) and ensure that any information regarding EIT is not disclosed to the Investment Committee.

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For the purposes of these policies and procedures, PSI relating only to EIT and received and held within the UK Company Secretarial Team in the course of its company secretarial and advisory functions is treated as Category 2 information.

Special Category Senior Management Information

Each member of the Senior Management Group shall form, for the purposes of these policies and procedures, a special restricted group in relation to any PSI that a member may receive in the course of his or her work, whether as a member of senior management, head of the Real Estate Group, a member of an internal FIL Board or otherwise (“SM PSI”). No member of the Senior Management Group is permitted to play any part in decisions on trading any share in relation to which he or she has SM PSI or to disclose any of such SM PSI to anyone, however such member should disclose the SM PSI to the Corporate Finance Group, which will determine how to treat the SM PSI.

Those members of the Senior Management Group who are members of the Investment Committee, must recuse themselves from all discussions and trading decisions by the Investment Committee in relation to the shares about which the SM PSI relates (and related instruments) and should ensure that such SM PSI is not disclosed to any other member of the Investment Committee. In addition, if any member of the Senior Management Group approves the investment decisions of the Real Estate Group, that member must recuse himself from all discussions and trading decisions related to such investments (and related instruments) if sitting on the Investment Committee.

If any person ceases to be a member of (i) the UK Company Secretarial Team (and/or moves teams internally) or (ii) of the Senior Management Group, that person will be required to continue to comply with these requirements for a period of 3 months, or such longer period as may be required by London Investment Compliance.

For the purposes of these policies and procedures, SM PSI is treated as Category 2 information.

3.5Prescriptive procedures cannot cover all PSI scenarios. Many situations will require the use of judgement by the Corporate Finance Group and exceptionally by either the Chief Administrative Officer, one of the Chief Investment Officers, the Head of Global Investment Compliance or the Head of Global Oversight.

3.6These policies and procedures apply to all trading in Relevant Securities through the London Dealing Desk. This position is taken on the reasonable assumption, tested with external counsel, that the European markets in which the London employees of the European Investment Group (including FMR UK and PYR - UK employees) operate are subject to no more onerous a regime than that currently existing in the UK Insider Dealing and Market Abuse regime. Local legal advice may be required in certain circumstances.

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3.7 The European Investment Group should be familiar with these policies and procedures which must be followed in addition to any obligations under Fidelity’s Code of Ethics.

3.8The setting, application and communication of policy are the responsibility of the Corporate Finance Group. The Corporate Finance Group is ultimately responsible to the Chief Administrative Officer and the Chief Investment Officers.

4.	PROCEDURES
4.1	Corporate Finance Group
4.1.1	Corporate Finance Group Responsibilities
a)	As soon as a member of the Corporate Finance Group (including FMR UK and PYR - UK relevant contacts) comes into possession of PSI in relation to one or more securities which the Corporate Finance Group deem to be Relevant Securities, they should at the earliest opportunity make an appropriate entry in the Restricted Securities List (excel spreadsheet maintained under password control) detailing the nature of the information and the extent of dissemination. At the same time an email is sent to the Risk Shell Group (which consists of the Bermuda Investment Compliance team, the London Dealing Desk and the Fixed Income Group) to set up a risk shell on the trading system (see 4.1.2 below). Every evening the Fixed Income Group will be sent an e-mail by the Corporate Finance Group (or, in the case of FMR UK and/or PYR - UK, the relevant contacts) containing a list of all companies in respect of which risk shells are outstanding.
b)	In certain circumstances employees in the European Investment Group and other portfolio managers and/or analysts (including FMR UK and PYR - UK managers and/or analysts) might receive PSI prior to or simultaneously with receipt by the Corporate Finance Group. As stated in section 3.4 above, other than in exceptional circumstances once a member of the European Investment Group (including FMR UK and PYR - UK employees) is in receipt of PSI the entire European Investment Group (including FMR UK and PYR - UK employees) are deemed to be in receipt of PSI. Any individuals who have received PSI are required to inform the Corporate Finance Group immediately. As soon as the Corporate Finance Group (or, in the case of FMR UK and PYR - UK, the equivalent groups) becomes aware that the European Investment Group (including relevant FMR UK and PYR - UK employees) are in receipt of PSI an appropriate entry is made in the Restricted Securities List and a Risk Shell is set up (see section 4.1.1 a) above).
c)	Members of the Corporate Finance Group (or, in the case of FMR UK and PYR – UK, relevant contacts) are not authorised to commit the European Investment Group (including FMR UK and PYR - UK employees) to any specific course of action without the authorisation of the relevant portfolio managers. Members of the Corporate Finance Group will normally only share PSI with members of the European Investment Group when there is a need for the European Investment

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Group to provide definitive feedback on the matter under discussion. For companies with a market capitalisation of $50bn or more, the Corporate Finance Group will only share PSI with members of the European Investment Group with the prior approval of either the Chief Investment Officer FIL or the Head(s) of European & UK Equities. If the Corporate Finance Group passes on PSI, then, in order that analysts can comply with 4.2.e), the Corporate Finance Group will always inform the relevant analysts that a risk shell has been set up and that the analysts shall not publish any research report or communicate any opinions on the relevant security to anyone outside of the European Investment Group until such time as the relevant PSI is in the public domain or is no longer applicable.

d)Members of the Corporate Finance Group (and in the equivalent groups in the case of FMR UK and PYR - UK) will periodically review the Restricted Securities List to ensure its accuracy. The Corporate Finance Group is responsible for ensuring that the Restricted Securities List and the associated risk shells are maintained and fully up to date.

e)If any PSI relates to securities held in portfolios managed by non-European Investment Group managers and the Corporate Finance Group deems it appropriate to impart the information to such managers, the Corporate Finance Group should where possible route all such information via Nate Van Duzer, Andy Boyd, Henry Mulloy or Larry Brindisi (together “the US team”) or the Local Compliance Officer for Asia-based fund managers. The US team / Local Compliance Officers will determine, in accordance with their own regulations, whether and how such information should be passed on.

f)In instances where a member of the European Investment Group (including an FMR UK or PYR - UK employee) is in possession of PSI and there is a need to assemble a specific order or instruction for the security in question (e.g. demand for a primary placing prior to announcement or willingness to underwrite an issue) then the Corporate Finance Group will liaise with the London Dealing Desk at an early opportunity.

N.B. when the London Dealing Desk is in receipt of PSI no dealing can occur in Relevant Securities.

g)If a member of the Corporate Finance Group (or, in the case of FMR UK or PYR – UK, relevant contacts) identifies an apparent conflict of interest between their obligations under this Policy and other duties, this should be disclosed in the first instance to the other members of the group. In exceptional circumstances, resolution should be sought from a member of the Senior Management Group and/or the Head of Global Oversight and/or the Head of Global Investment Compliance.

4.1.2Risk shells, Restricted Security List

Risk shells refer to warning flags on the EOMS trading system. Risk shells relating to PSI may only be set up by the Corporate Finance Group. When a risk shell is set up for a particular security all related investments (including

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investments whose price or value depends on the price or value of the security, such as ADRs, GDRs, preference shares, convertible bonds, etc.) will also be covered.

The Restricted Securities List is a password protected Excel spreadsheet maintained and is only accessible by the Corporate Finance Group (or, in the case of FMR UK or PYR – UK, relevant contacts). However, the Restricted Securities List is sent to the relevant Fixed Income trader to ensure that any related debt that has not been identified by the Corporate Finance Group is not traded.

4.2European Investment Group

a)Members of the European Investment Group (including FMR UK and PYR - UK employees) are prohibited from directly accepting PSI from third parties without pre-clearance from the Corporate Finance Group (or, in the case of FMR UK and PYR – UK, the relevant contacts). Only portfolio managers “designated” by the CIO (or, in the case of FMR UK and PYR - UK portfolio managers, relevant FMR UK and PYR - UK contacts) may receive PSI without prior approval. The complete list of such managers is kept by the Director of Corporate Finance. In instances where a portfolio manager or an analyst inadvertently receives PSI directly from a third party without approval from a member of the Corporate Finance Group, they should immediately notify a member of the Corporate Finance Group and complete and return a Notification Form to London Investment Compliance as set out in Appendix D.

b)If a member of the European Investment Group thinks that there is a possibility of them being given PSI, they should where possible inform a member of the Corporate Finance Group / London Investment Compliance in advance. Where possible a member of the Corporate Finance Group will attend the meeting in question or listen in on the relevant conversation and make a file note.

c)Notwithstanding the above, if a member of the European Investment Group believes that they may have been given PSI, they should immediately inform a member of the Corporate Finance Group. As an alternative to treating the information in question as Category 3 or Category 4 PSI, it may be possible in exceptional circumstances and subject to the appropriate restrictions, to ring-fence particular member(s) of the European Investment Group. Any decision of this nature will only be taken after consultation between the Corporate Finance Group and either the Chief Investment Officer FIL, the Head(s) of UK and European Equities or the Chief Operating Officer.

d)In those instances where there is a possibility that one or more members of the European Investment Group may be in the possession of PSI which has arisen from within FIL as described in section3.2, the Corporate Finance Group will liaise with either the Chief Investment Officer FIL, the Head(s) of UK and European Equities or the Chief Operating Officer to determine the appropriate course of action. As an alternative to treating the information in question as Category 3 or Category 4 PSI, it may be possible in exceptional circumstances

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and subject to the appropriate restrictions, to ring-fence particular member(s) of the European Investment Group.

e)Analysts must not publish any research or update any investment recommendations on a security whilst the European Investment Group is in possession of any PSI relating to that security. They must also avoid expressing any view on the security in question to anyone outside of the European Investment Group, FMR UK and PYR - UK employees. In order that analysts can comply with this requirement, the Corporate Finance Group will always inform the relevant analyst when a category 3 or 4 risk shell has been set up and that the analyst should not publish any research report or communicate any opinions on the above security to anyone outside of the European Investment Group until such time that the relevant PSI is in the public domain or is no longer applicable.

4.3London Dealing Desk

4.3.1Non-European Investment Group Portfolio Managers

Securities traded on the London Dealing Desk will often be held by a combination of UK and non-UK managers. In situations where only the European Investment Group is in receipt of PSI, the general rule is that non-European Investment Group managers are free to trade whether through the London Dealing Desk or otherwise. Please note that FMR UK and PYR - UK managers are regarded as European Investment Group managers.

4.3.2Trading Desk – Existing Orders

If and when a risk shell is set up, the Dealing Desk will immediately instruct the relevant broker(s) to cease trading in the relevant security, subject to the exceptions set out in this Policy, and to print only that portion of the order that has already been executed. The remaining order is to be taken off the trading system. The Dealing Desk will seek consent from the Director of the Corporate Finance Group before any further trading takes place in the relevant security.

4.3.3Trading Desk - PSI relating to Placings of Existing Shares and Fundraisings

Under no circumstances will the London Dealing Desk knowingly receive PSI from third parties.

Placings of existing shares: PSI relating to significant placings of existing shares should in the first instance be communicated to the Executive Director, Capital Markets or the Director of the Corporate Finance Group, who will then follow the procedures set out in section 4.1.

Fundraisings (issues of new shares): all offerings of new shares by listed companies will generally be regarded as PSI. Initial Public Offerings (IPOs) will generally not be considered PSI unless the company being IPOed is a material subsidiary of a listed company and the listing is not in the public domain. Fundraisings should in the first instance be communicated to the

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Executive Director, Capital Markets or the Director of the Corporate Finance Group, who will then follow the procedures as set out in section 4.1.

If the London Dealing Desk is unsure how to categorise information it should consult the Corporate Finance Group. Preventative measures should also be taken to caution brokers not to transfer PSI directly to the London Dealing Desk. In certain circumstances information regarding secondary trades may constitute PSI, for example:

·Information received from directors of companies involved in the larger offerings (typically >10%) at deep discounts

·Significant sales (typically >5%) by founder shareholders/directors.

Other than in exceptional circumstances, all brokers are required to direct non-PSI secondary trading information to the London Dealing Desk whereas information regarding significant placings and fundraisings should always be directed to the Executive Director, Capital Markets or the Corporate Finance Group.

4.3.4Trading Desk - Interfunds

Although interfunds do not pass through the market, no interfunds in restricted stocks other than Categories 1 and 2 may be processed in the interest of fair pricing between clients.

4.3.5In-specie Transfers

All in-specie transfer lists must be cross checked against the Restricted Security List. The inclusion or exclusion of restricted stocks on in specie lists will be determined by London Investment Compliance to ensure fair treatment of the client.

4.4Fixed Income Group

It may be possible to create a Chinese Wall separating the Fixed Income and Equity areas but this is something that will be looked at in next few months.

4.5Real Estate Group

It is possible to create a “Chinese Wall” separating the Real Estate Group from the European Investment Group without physically separating the group, provided the following procedures are followed:

(i)generally, PSI is received only upon signing a Confidentiality Agreement or Non-Disclosure Agreement (“NDA”). The London Investments Legal Team and/or London Investment Compliance must review each NDA. In the absence of such an NDA request from the supplier of the information an internal equivalent will be created for Real Estate Group to sign;

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(ii)robust security procedures are maintained, e.g. appropriate system access controls, secure physical filing, clean desk policy, privacy screens, etc;

(iii)members of the Real Estate Group undergo adequate PSI training; and

(iv)the Real Estate Group has access to a separate and secure area where meetings and calls in which PSI is discussed can be held and made.

Where PSI is received in the Real Estate Group, the Director of the Corporate Finance Group and London Investment Compliance should be informed immediately and they should consider whether there are any related equities or fixed income instruments in issue and/or held by FIL. Provided that there has been no disclosure of PSI between the members of the Real Estate Group and European Investment Group (or that any individuals to whom disclosure has been made have, if necessary, been taken over the Wall), trading can continue.

4.6Treatment of Staff who join FIL and are in receipt of PSI

In cases where a new member of staff joins FIL (a “New Employee”)and has PSI relating to previous employment, London Investment Compliance will meet the New Employee promptly (within the first two days or his or her employment) in order to find out what PSI the New Employee may know and will list the relevant PSI. If the nature of the PSI warrants further analysis, London Investment Compliance should, where possible, confirm the extent of the PSI with the previous employer. The Director of the Corporate Finance Group and London Investment Compliance should consider whether there are any related equities or fixed income instruments in issue and/or held by FIL. A New Employee will be automatically subject to a three month ‘cooling off, period (starting from the date on which his or her previous employment ended) during which the New Employee will be prohibited from initiating or carrying out any trading in or publishing any research on any securities in relation to which he or she has or had any PSI. New Employees will be monitored to ensure that they do not disclose any PSI to their colleagues at FIL. London Investment Compliance has discretion regarding how best to deal with each situation and the three month period may be shortened or lengthened, or additional procedures put into effect, according to the particular circumstances.

N.B. when the London Dealing Desk is in receipt of PSI no dealing can occur in Relevant Securities.

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APPENDIX A

CONTACTS

PLEASE NOTE THAT THE CONTACTS IN THIS APPENDIX MAY BE UPDATED FROM TIME TO TIME BY THE LONDON INVESTMENTS LEGAL TEAM AND/OR LONDON INVESTMENT COMPLIANCE.(3)

Chief Investment Officer FIL

Michael Gordon (8 727 4202)

Chief Administrative Officer

Simon Jeffreys (8 723 7879)

Chief Investment Officer – European Equities

Nicky Richards (8 727 4223)

Head of UK and European Equities

Angus Bogle (8 727 4321)

Head of Global Oversight

Ann Stock (8 724 7563)

Head of Global Investment Compliance

Lori Blackwood (8 727 4568)

Director of Corporate Finance

Trelawny Williams (8 727 4873)

Executive Director, Capital Markets

Greg Bennett (8727 4622)

Chief Operating Officer

Simon Haslam (8723 7436)

Director Corporate Governance

Don Cassidy (8727 4925)

(3) It is useful to refer to “The Source” for updated telephone numbers and titles of the persons listed in this Appendix A.

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London Investment Compliance

Charles Jones (8 727 4962)

Email: FIL – London Investment Compliance

London Investments Legal Team

Sarah Haycock (8 727 4314) (Maternity leave from 6/07)

Margaret Rowe (8 727 5228 to 1/08)

Email: FIL – Legal Investments

US team

Nate Van Duzer, FMR Legal (8 392 8129)

Andrew Boyd, FMR Legal (8 563 5144)

Henry Mulloy, Senior Manager, Global Investment Oversight (8 881 2601)

Larry Brindisi, FMR Compliance (8 563 6173)

PYR-UK

Marc Harris (8 728 4756)

Greg Pusch (8 563 7771)

Jennifer Suellentrop (8 392 0673)

Real Estate Group

Neil Cable (8 727 4311)

John Redmond (8 727 4837)

Matthew Richardson (8 727 4471)

Keith Sutton (8 727 4820)

Alison Puhar (8 727 4837)

Corporate Portfolio Group

Simon Haslam (8 723 7436 

Simon Jeffreys (8 723 7879)

Jed Wrigley (8 727 4833)

Senior Management Group

Each member of the Investment Committee (as such membership changes from time to time).

Barry Bateman (8 723 7100)

Nicky Richards (8 727 4223)

Angus Bogle (8 727 4321)

Michael Gordon (8 727 4202)

Andrew D. Wells (8 777 9843)

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APPENDIX B

Insider Dealing

Insider dealing offences are contained in Part V of the Criminal Justice Act 1993 (“CJA”). The CJA is in addition to the market abuse regime, described below. Please note that behaviour that does not fall within the insider dealing provisions of the CJA may well fall within the market abuse regime.

Please note that if the CJA does not apply, local regulations of another jurisdiction where the behaviour takes place or has effects or where the relevant securities are listed may also be relevant.

Insider dealing offences

Section 52 of the CJA creates three offences of insider dealing. An individual who has information as an insider commits an offence if:

·he deals in price-affected securities in circumstances where the dealing occurs on a regulated market or he is acting as, or relies on, a professional intermediary;

·he encourages another person to deal in securities that are price-affected (whether or not the other person knows this) knowing or having reasonable cause to believe that the dealing would occur in the circumstances mentioned above; or

·he discloses the information, otherwise than in the proper performance of the functions of his office, employment or profession, to another person.

A number of defined terms are crucial to an understanding of these offences.

Meaning of inside information under the CJA

One of the key defined terms is “inside information”. This is information which:

·is specific or precise; and

·relates to a particular security or to a particular issuer or issuers and not to securities or issuers generally, and

·has not been made public; and

·if it were made public would be likely to have a significant effect on the price of any securities.

Scope: meaning of securities and markets under the CJA

The provisions of the CJA apply to securities which (a) fall into any of the categories described in Schedule 2 to the CJA (broadly, shares, debt securities, warrants, depositary receipts, options, futures and contracts for differences) and (b) satisfy conditions set out in the Insider Dealing (Securities and Regulated Markets) Order 1994, as amended. The main condition is that the securities are officially listed in a state within the EEA or admitted to dealing on a “regulated market” (including all EEA and certain other stock exchanges and, in the UK, LIFFE and virt-x).

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Defences

There are various defences to the insider dealing offences.

Territorial scope

The insider dealing legislation applies if the prohibited behaviour either takes place in the UK or has effects there. An individual can therefore commit the dealing offence if either (a) he is within the UK at the time when he is alleged to have done any act constituting or forming part of the dealing, or (b) the regulated market on which the dealing is alleged to have occurred is one which is regulated in the UK, or (c) where a professional intermediary is involved, the professional intermediary is in the UK at the time when the intermediary is alleged to have done anything by means of which the offence is alleged to have been committed.

Market Abuse

The market abuse provisions are contained in Part VIII of the Financial Services and Markets Act 2000 (“FSMA”). A number of significant changes were made to these provisions as part of the UK’s implementation of the Market Abuse Directive (“MAD”) on 1 July 2005.

MAD applies in similar (although not the same) form across the European Economic Area (“EEA”). Please note that where trading on an EEA regulated market is conducted from the UK, the market abuse regimes of both the UK and the other EEA jurisdiction will apply.

Please note that if the UK market abuse regime does not apply, local regulations of another jurisdiction, including the EEA, where the behaviour takes place or has effects may also be relevant.

Types of market abuse

Section 118 of the FSMA defines market abuse as behaviour (i.e. including action and inaction) whether by one person alone or two or more persons jointly which:

·occurs in relation to qualifying investments admitted to trading on a prescribed market (or in respect of which a request for admission to trading has been made) or, in the case of the first and second type of behaviours, investments which are related to investments in relation to such qualifying investments (being an investment whose price or value depends on the price or value of the qualifying investment); and

·falls within any one or more of certain types of behaviour.

There are seven types of market abuse identified in the FSMA; the types marked * are required by MAD. It is also market abuse to take or refrain from taking any action that requires or encourages another person to engage in market abuse.

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*1.Insider dealing: where an insider deals, or attempts to deal, in a qualifying investment or related investment on the basis of inside information relating to the investment in question.

*2.Improper disclosure: where an insider discloses inside information to another person otherwise than in the proper course of the exercise of his employment, profession or duties.

3.Misuse of information: where the behaviour is based on information which is not generally available to those using the market but which, if available to a regular user of the market, would be or would be likely to be regarded by him as relevant when deciding the terms on which transactions in qualifying investments should be effected and is likely to be regarded by a regular user of the market as a failure on the part of the person concerned to observe the standard of behaviour reasonably expected of a person in his position in relation to the market.

*4.Manipulating transactions: where the behaviour consists of effecting transactions or orders to trade (otherwise than for legitimate reasons and in conformity with accepted market practices on the relevant market) which (a) give or are likely to give a false or misleading impression as to the supply of or demand for or as to the price of one or more qualifying investments, or (b) secure the price of one or more such investments at an abnormal or artificial level.

*5.Manipulating devices: where the behaviour consists of effecting transactions or orders to trade which employ fictitious devices or any other form of deception or contrivance.

*6.Misleading dissemination: where the behaviour consists of the dissemination of information by any means which gives or is likely to give a false or misleading impression as to a qualifying investment by a person who knew or could reasonably be expected to have known that the information was false or misleading.

7.Misleading impression or distortion: where the behaviour (a) is likely to give a regular user of the market a false or misleading impression as to the supply of, demand for or price or value of qualifying investments, or (b) would be or would be likely to be regarded by a regular user of the market as behaviour that would distort or would be likely to distort the market in such an investment, and (c) the behaviour is likely to be regarded by a regular user of the market as a failure on the part of the person concerned to observe the standard of behaviour reasonably expected of a person in his position in relation to the market.

Meaning of inside information under the FSMA

Inside information (in relation to qualifying investments or related investments which are not commodity derivatives) is information which:

·is of a precise nature; and

·is not generally available, and

·relates directly or indirectly to one or more issuers of the qualifying investments or to one or more of the qualifying investments; and

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·would, if generally available, be likely to have a significant effect on the price of the qualifying investments or the price of related investments.

Inside information in relation to commodity derivatives is information which:

·is of a precise nature; and

·is not generally available, and

·relates directly or indirectly to one or more such derivatives; and

·users of markets on which the derivatives are traded would expect to receive in accordance with any accepted market practices on those markets.

Scope: meaning of qualifying investments and prescribed markets under the FSMA

The market abuse regime applies to behaviour in relation to “qualifying investments” which are traded on “prescribed markets” (or in respect of which a request for admission to trading has been made) or, in the case of the first and second type of behaviours, investments which are related to investments in relation to such qualifying investments. An investment is “related to” a qualifying investment if its price or value depends on the price or value of the qualifying investment. The scope of “prescribed markets” and “qualifying investments” is determined by Treasury Order. The FSMA (Prescribed Markets and Qualifying Investments) Order 2001, as amended prescribes (i) all markets established under the rules of a UK recognised investment exchange (i.e. those exchanges recognised under s289(1) of FSMA, including EDX London, ICE Futures, LIFFE, LSE, NYMEX, LME and virt-x), (ii) OFEX and (iii) all other EEA regulated markets. The Order also prescribes for the purposes of the market abuse regime, all investments of a kind specified in article 1(3) of the Market Abuse Directive (broadly, transferable securities, units in collective investment undertakings, money market instruments, financial futures contracts including equivalent cash settled instruments, forward interest-rate agreements, interest rate, currency and equity swaps, options, commodity derivatives and any other instrument admitted to trading on a regulated market in the EEA).

Territorial scope

The market abuse regime is not limited to conduct in the UK. This is because the regime applies if the prohibited behaviour either takes place in the UK or is in relation to qualifying investments admitted to trading on a prescribed market, including EEA regulated markets (or in respect of which a request for admission to trading has been made) or, in the case of the first and second type of behaviours, investments which are related to investments in relation to such qualifying investments.

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APPENDIX C

Insider Trading and Market Abuse
Working Scenarios

1)Views and Dealing Intentions of Individual Fund Managers

Scenario 1: Views of individual fund manager

Provided the views are formed on the basis only of information that can be obtained by research or analysis conducted by users of the market, and therefore regarded as “generally available” for the purposes of MAR, the views will not be regarded as PSI even when they are not disclosed to anyone outside Fidelity.

Scenario 2: Individual fund manager’s specific dealing intentions (not as a result of client orders)

Voting decisions taken by the fund manager holding the shares in question are subject to the ultimate authority of the Chief Information Officer.

It is possible that information that a fund manager has placed a significant order or has decided to do so in the future or at a specific future time, whether as a result of a client order or not, may constitute PSI.

However, it is necessary to consider the “safe harbours” provided by MAR. MAR 1.3.6C states that “a person will form an intention to buy or sell a qualifying investment or a related investment before doing so. His carrying out of his own intention is not in itself market abuse (insider dealing)”. A note to this provision cross-refers to recital 30 of the MAD, on which it is based.

The effect of this safe harbour is that the individual fund manager will not be engaging in market abuse where he deals in possession of his own dealing intentions.

Scenario 3: Individual fund manager’s dealing intentions (as a result of client orders)

MAR 1.3.12C states that “The dutiful carrying out of, or arranging for the dutiful carrying out of, an order on behalf of another (including as portfolio manager) will not in itself amount to market abuse (insider dealing) by the person carrying out that order.” This is based on recital 18 of the MAD.

MAR 1.3.15 states that, in the opinion of the FSA, the following factors are to be taken into account in determining whether or not a person’s behaviour is dutiful execution of an order on behalf of another, and are indications that it is:

·whether the person has complied with the applicable provisions of MAR or their equivalents in another relevant jurisdiction;

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·whether the person has agreed with its client that it will act in a particular way when carrying out, or arranging the carrying out of, the order;

·whether the person’s behaviour was with a view to facilitating or ensuring the effective carrying out of the order;

·the extent to which the person’s behaviour was reasonable by the proper standards of conduct of the market concerned and (if relevant) proportional to the risk undertaken by him;

·whether, if the relevant trading by that person is connected with a transaction entered into or to be entered into with a client (including a potential client), the trading either has no impact on the price or there has been adequate disclosure to that client that trading will take place and he has not objected to it.

The effect of this safe harbour is that the individual fund manager will not be engaging in market abuse where he “dutifully” executes an order on behalf of another (i.e. provided that any action taken by Fidelity is clearly disclosed and authorised in Fidelity’s agreements with its clients and any applicable requirements of the relevant market are complied with).

Scenario 4: Knowledge of other fund manager’s dealing intentions

Whether it will be reasonable for one fund manager to deal in the knowledge of the dealing intentions of another fund manager must be assessed in the light of the individual circumstances.

For this reason, Fidelity discourages fund managers from exchanging information (including with FMR UK and PYR - UK managers) about specific dealing intentions and from exchanging views on companies or securities which could reasonably be regarded as “telegraphing” such intentions.

Scenario 5: Working order information

Fidelity’s current arrangements for recording orders placed by fund managers with Fidelity’s dealing desk have the result that, within each dealing day, one fund manager is not able to see details of the orders placed by other fund managers. However, after the dealing day has ended fund managers do have access to information about the orders placed and executed by all fund managers during that day. Since the normal practice is for orders that have not been fully executed to remain current for the following dealing day, the effect is that, at the beginning of each dealing day, fund managers will generally be aware if a part order from one of their number remains with the dealing desk for execution to be completed. On occasion, this enables a fund manager who wishes to effect an opposite trade in the same security to effect an agency cross trade, subject to complying with any applicable exchange rule regarding exposing such cross trades to the market generally.

So long as Fidelity complies in full with any requirements of the relevant market regarding disclosure of proposed cross trades to other market participants, and the

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ability of other market participants to intervene in such trades, it is permissible for it to cross trades internally.

2)Voting Intentions

Voting decisions taken by the fund manager holding the shares in question are subject to the ultimate authority of the Chief Investment Officer.

It is possible that information about Fidelity’s voting intentions may constitute PSI. In general, it is unlikely that Fidelity’s voting intentions will alone have such a clear influence on the probable outcome as to make them PSI, but there may be cases where this is the case, for example where the views of other shareholders are sufficiently well known to make it likely that Fidelity’s decision will in practice decide the outcome of a situation.

Individual fund managers and other FIL employees are required to speak with the Corporate Finance Group before discussing any decision on voting with other major external shareholders or receiving information from major shareholders about their views and voting intentions. This is because there is a significant risk that such activities could breach the Insider Dealing and Market Abuse regime

On occasion, dealing restrictions may have to be imposed in the interval between a decision on voting and the actual vote where the voting decision is deemed to constitute PSI.

3)Investments with Opposing Interests

Where Fidelity controls two separate investments with opposing interests (e.g. where Fidelity holds significant holdings in bidder and target), it may be the case that information relating to one security will be material to the other security and the securities will be price affected securities.

Scenario 1: Where the same fund manager controls both holdings

Where the same fund manager controls both holdings, that fund manager is not precluded from dealing in the securities by knowledge of his own views, of his own dealing intentions, or his own intentions regarding acceptance of the offer. However, caution must be exercised where a bid requires shareholder approval. For example, if the fund manager intended to exercise the votes controlled by Fidelity against the bid and believed on reasonable grounds that this decision was likely to decide the outcome against approval, he must not sell shares in the target at a time when this information was not known to the market or clearly reflected market expectations without obtaining the prior approval of London Investments Legal Team and/or London Investment Compliance. This applies equally to dealings in the knowledge of acceptance intentions with regards to a takeover offer.

Scenario 2: Where different fund managers controls the holdings

Where the two holdings are controlled by different fund managers, the applicable principles will be those discussed in sections 1) and 2) above in relation to the dealing

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intentions of different fund managers. As a practical matter, there is likely to be a greater risk that an individual fund manager, by discussing his views with a colleague, will be regarded as having “telegraphed” his voting intentions if a decision to vote for or against a bid is the obvious corollary of a particular view about its merits from the perspective of the bidder or target (or both).

4)Management or Business Policy Decisions and the Effects of Contacts with Companies and other Investors

Fidelity’s own views, even when expressed to the company concerned, will not in the normal course of events constitute PSI in the absence of a response from the company in terms that give an indication of whether, and if so how, the company is likely to change its behaviour to accommodate Fidelity’s views. A cautious view should be taken where Fidelity’s holding is large enough that Fidelity believes that the company is likely to implement the proposal or where other influential shareholders are known or believed to take the same view as Fidelity, as this will increase the likelihood that the company will modify its behaviour.

Individual fund managers and other FIL employees are required to speak with the Corporate Finance Group before discussing their views on a company’s management or business policy with other major external shareholders or receiving similar information from major shareholders about their views. This is because there is a significant risk that such activities could breach the Insider Dealing and Market Abuse regime

It should be noted that if Fidelity intends to make its view public, the decision to express a Fidelity view in situations with opposing internal interests resides with the Chief Investment Officer.

Any (i) individual view reached on a management policy or decision by a fund manager, (ii) collective view taken by Fidelity on a policy, (iii) decision to communicate that view to the Company, or (iv) communication of that view to Company, will only constitute market abuse or inside information if the situation is price sensitive and this will need to be determined on a case by case basis.

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APPENDIX D

(Europe)

MEMORANDUM

STRICTLY PRIVATE & CONFIDENTIAL

To:London Investment Compliance, Cannon Street, XLC13

From:

Subject:PRICE SENSITIVE INFORMATION NOTIFICATION

With reference to Fidelity’s Policy concerning the receipt and control of price sensitive information I am notifying you that I have received price sensitive information about the following company:

Company / companies involved:

Ticker:

PSI (briefly):

How received:

Date received :Time received:

Date information likely to go public:

Other European Investment Group personnel also present:

I acknowledge that as an insider I am prohibited from trading in the shares of the above company on my own account or for clients and am subject to the Policy in respect of the Treatment of Price Sensitive Information in relation to the passing of price sensitive information to anyone else without the prior approval of the Corporate Finance Group.

Signed: Date:

For use by London Investment Compliance:
Date/time risk shell set up:	Date / time Restricted Security List updated:
BDA informed?:	Date / time information made public:
Date/time risk shell removed:

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Conflicts of Interest Policy Statement

Date: 7 November, 2007

TABLE OF CONTENTS

1	THE POLICY		3
	1.1	Policy Statement	3
	1.2	Ownership	3
	1.3	Scope of Application	3
	1.4	Purpose	3
	1.5	Exceptions and Violations Management	3
	1.6	Review and Revision of Policy	3
2	GUIDELINES		4
	2.1	Governance	4
	2.2	Principles	4
	2.3	Key Processes	4
	2.4	Monitoring	4
	2.5	Disclosure	5
	2.6	Record-keeping	5
	2.7	Training	5
3	EXAMPLES OF CONFLICTS OF INTEREST		6

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1THE POLICY

1.1Policy Statement

This Conflicts of Interest Policy (“Policy”) addresses the obligation of Fidelity International Limited and its subsidiaries carrying on regulated business (together “FIL”) to maintain and operate effective organisational and administrative arrangements with a view to taking all reasonable steps to prevent conflicts of interest from constituting or giving rise to a material risk of damage to the interests of its clients.

FIL owes a fiduciary duty to its clients never to put itself in a position where its own interest results in an irreconcilable conflict with its duty to its clients or where its duty to one client results in an irreconcilable conflict with its duty to another client or clients.

To that end FIL will identify, record, manage and, where required, disclose actual or potential conflicts of interests and have in place a policy relating to conflicts of interest.

FIL will share with or use for the benefit of each client all information that is relevant to their mandate, unless that information is subject to a condition of confidentiality or FIL is otherwise restricted by law, or regulation from applying such information in this way.

1.2Ownership

The maintenance of this Policy is owned by the Head of Bermuda Office. However, responsibility for the implementation of the Policy within their areas rests with the relevant senior management.

1.3Scope of Application

This Policy is applicable to, and requires implementation by, all business and support units within FIL.

1.4Purpose

The purpose of the Policy is to help ensure FIL’s compliance with its fiduciary responsibility to always place the interests of its clients first.

It is also a regulatory requirement in many of the jurisdictions in which FIL operates that FIL must establish, implement and maintain an effective conflicts of interest policy that is set out in writing and is appropriate to the size and organisation of FIL and the nature, scale and complexity of its business.

1.5Exceptions and Violations Management

Material exceptions to the Policy must be escalated to and approved by the FIL Board prior to the implementation of the exception. Non-material exceptions to the Policy must be escalated to and approved by the Head of Bermuda Office, acting on the advice of the Head of Global Oversight, prior to the implementation of the non-material exception. All non-material exceptions must be notified to the respective boards. Exceptions will only be countenanced when to apply the Policy as written would result in client detriment or a breach of law, or regulation.

All material violations of the Policy must be escalated to the FIL Board [and all other applicable Fidelity International boards of directors] which will take such further action as they deem appropriate. Non-material violations must be reported to the Head of Bermuda Office and the Head of Global Oversight.

An employee’s failure to comply with this Policy may lead to disciplinary action.

1.6Review and Revision of Policy

This Policy will be reviewed by the Head of Bermuda Office at least annually and revised and updated as appropriate.

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2GUIDELINES

2.1Governance

The Head of Bermuda Office has overall responsibility for the maintenance of this Policy. However, responsibility for the adequacy and implementation of the Policy within their respective areas of responsibility rests with senior management assisted by the Audit Committee, Internal Audit and other Global Oversight groups, as necessary or desirable.

Senior management is responsible for identifying and managing conflicts of interest in their respective areas of responsibility. To ensure they fulfil their duties, senior management should:

·be fully engaged in conflict identification and management;

·take an holistic view of conflicts risk and conflict mitigation within the full range of business activities for which they are responsible;

·have policies and procedures that aim to achieve a consistent treatment of conflicts of interest throughout FIL;

·receive management information on the extent of, and mitigation of, conflicts of interest in their business in order to assist them in controlling their business effectively;

·ensure that newly identified conflicts or changes to existing conflicts are promptly reported to the Head of the Bermuda Office or his delegate.

2.2Principles

The following principles apply to the management of conflicts of interest across FIL:

·client interests always come before those of FIL and its employees;

·FIL’s organisational and administrative structures should not incentivise behaviour that may lead to conflicts;

·all employees are responsible for identifying conflicts of interest to their senior management for consideration as to appropriate management actions and/or disclosure;

·senior management is responsible for ensuring the systems, controls and procedures are sufficient for identifying and managing any conflicts of interest.

2.3Key processes

FIL will:

·strive to maintain and operate effective organisational and administrative arrangements with a view to identifying and preventing conflicts of interest;

·take all reasonable steps to identify conflicts of interest between (i) itself or any employee of FIL and its clients or (ii) one client and another;

·prepare, maintain, and implement an effective written conflict of interest policy;

·provide retail clients within the European Union with a description of the Policy which may be in summary form;

·maintain records of the services and activities performed by it in which a conflict has arisen or may arise.

2.4Monitoring

To fulfil its obligations and to enable proper implementation of the Policy, FIL will establish systems to identify and monitor each type of conflict of interest and the policies and procedures used to manage it. FIL will consider whether there is an effective conflict of interest policy in place and whether the mitigating procedures are sufficiently robust to prevent the conflict from occurring.

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2.5Disclosure

If arrangements made to manage conflicts of interest are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of a client will be prevented, then FIL must clearly disclose the general nature and/or sources of conflicts of interest to the client before undertaking business for the client. The disclosure must be made in a durable medium and include sufficient detail, taking into account the nature of the client, to enable that client to take an informed decision with respect to the service in the context of which the conflict of interest arises.

Disclosure should not be seen as a first-line method by which FIL can manage a conflict of interest. Instead, disclosure should only be used where all reasonable steps to manage a particular conflict of interest are not sufficient to ensure, with reasonable confidence, that the risk of damage to the interests of a client will be prevented.

2.6Record-keeping

Appropriate records relating to conflicts of interest management must be kept for at least seven years. At a minimum, FIL should maintain the following records:

·Conflicts of Interest policy;

·Procedures or processes to manage conflicts of interest;

·Training material for relevant staff;

·Documentation of work carried out to identify and manage specific conflict situations;

·Management information arising from the monitoring and review of the relevant processes and procedures; and

·Any information on breaches of the conflicts of interest policy and remedial or disciplinary action taken.

2.7Training

To facilitate the identification and management of conflicts of interest across FIL, all staff should receive training on the subject. In addition, conflict awareness should form part of the induction program for new employees.

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3EXAMPLES OF CONFLICTS OF INTEREST

Listed below are some circumstances which may give rise to a conflict of interest creating a material risk of damage to the interests of one or more clients and a summary description of the protections in place to minimize the risk of an actual conflict occurring:

1.Principal Investing

FIL may invest as principal in equities, bonds and other investments in which it may also invest for clients. Information barriers are in place to ensure that proprietary investment decisions are made independently of the investment management process that supports our clients.

2.Venture Capital

FIL may make proprietary venture capital investments in companies on a global basis. Information barriers are in place to ensure that investment decisions are made independently of the investment management and research process supporting our clients.

3.Investing in FIL funds

FIL may make proprietary investments in Fidelity funds. In all cases, FIL will be treated in a manner that does not conflict with the interests of any other investor or would-be investor.

4.Currencies

FIL engages in proprietary currency trading. This trading activity is carried out through the Global Treasury Office and is separated from the currency trading conducted on behalf of clients and client accounts.

5.Use of Affiliates

When trading for clients on trading platforms in which affiliates have a financial interest or through brokers in which we may hold investments, any such dealing is conducted on an arm’s length basis and subject to our best execution and trade allocation policies.

6.Pilot Funds

Pilot Funds are subject to a restriction in that they may not trade on a FIL research rating until one full day after the note has been issued. In the event of a shortage of liquidity, client orders are completed in full before the Pilot Fund receives any allocation.

7.Personal account dealing

All FIL staff are subject to a Code of Ethics which places restrictions on all staff, with additional restrictions applicable to those employees with access to confidential information about the funds.

8.Business Entertainment and Gifts

FIL lays down strict standards regarding what gifts and business entertainment are acceptable both in terms of giving and receipt of such items.

9.Research Material

If any research analyst has an interest in a stock on which he or she is commenting, that is disclosed within the research note. In addition the FIL Code of Ethics contains specific provisions regarding research analysts to manage any possible conflicts.

The value of research obtained via soft or bundled commission arrangements is rigorously reviewed

10.Multi-Manager

To preserve the integrity of this unit and to provide comfort that confidential information is not shared with FIL’s direct investment team, the Multi-Manager group is located in a separate building from the normal investment management group and its research and information databases are not available outside the unit.

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11.FundsNetwork^TM

In the promotion and operation of FundsNetwork FIL has a policy of not providing preferential treatment to its own funds. Similarly, while FundsNetwork receives commission and other payments/benefits from product providers this is disclosed and does not influence the choice, positioning or offering of non-FIL products.

12.Investment in Client Securities

It is possible that a FIL fund or account will own securities issued by a client. In all cases FIL’s investment decisions will be guided by what we regard as the best interests of the relevant fund or account and its investors.

13.Blocking Trades, Allocation and Order Priority

When carrying out client transactions FIL will combine orders where this is in the best interests of clients as a whole. If there is insufficient liquidity for either purchases or sales then a pre-formulated allocation policy attributes available liquidity [fair and equitably] across all client orders. Any FIL principal account will only be permitted to participate once all client orders are satisfied in full. The allocation process is subject to regular monitoring, internal and external audit.

14.Interfunds

In internal agency crosses (or interfunds) FIL acts as agent for both sides of the transaction. Interfunds are subject to a fair and equitable pricing policy, and benefit from no broker commission or spread being payable. The basis upon which interfunds are conducted is set out in a formal policy, adherence to which is regularly monitored and subject to both internal and external audit.

15.Voting

Where FIL retains the right to vote proxies on behalf of its clients, it will do so in accordance with written proxy voting policies and procedures.

16.Property

It is possible that FIL’s property funds or property companies will be in competition with clients in similar businesses, for example when bidding for the same property. FIL will not knowingly place its own interests in conflict with the interests of clients and will always seek the best result for its property fund clients regardless of other considerations.

17.Market Timing

FIL regards the activities of mutual fund market timers as contrary to the best interests of its funds and the funds’ long-term investors. Accordingly, FIL employs, strategies and processes designed to frustrate market timing and retain value within the funds.

18.Management of Multiple Accounts

FIL manages the accounts of multiple clients on various terms and conditions, including different fee arrangements and investment mandates (including investment mandates involving the use of derivatives and short selling). FIL will not favour the account of one client over the account of another client to further its own interests or the interests of one client over the interests of another.

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EX-99.B(P)(17)

Exhibit 99.B(p)(17)

DECEMBER 2007

RECORD CURRENCY MANAGEMENT LIMITED (RCM)

CODE OF ETHICS PART I

1INTRODUCTION

This code is approved by the Board of Directors and should be read in conjunction with the firm’s Compliance Manual. Part 1 of the code deals with general provisions of the code.  Part II concerns Record Shares and the Model Code as well as information relating to Inside Information.

RCM employees are expected to comply with all applicable UK and US laws, regulations and guidance.

This code addresses the combined requirements under the statutory regulations of the UK Financial Services Authority (in particular COB 11.7 Personal account dealing), and the federal securities laws and adopted rules of the US Securities and Exchange Commission (in particular rule 204A-1 of the Investment Advisers Act 1940 and rule 17j-1 of the Investment Company Act 1940).

2DEFINITIONS

Approved Person – means a person to whom the Financial Services Authority has given permission to undertake a controlled function under the Financial Services and Markets Act 2000.  For the purposes of the code it also includes a person who is classed as an ‘access person’ under rule 17-j of the US Investment Company Act of 1940 where they are not an approved Person under the FSMA.

Associate – means any person (including members of your family, companies or partnerships) whose business or domestic relationship with you would give rise to a community of interest between you.

Beneficial Interest - means that an employee should generally consider themselves to have a beneficial interest in any securities in which they have a direct or indirect pecuniary interest. In addition, an employee should consider themselves to have a beneficial interest in securities held by a spouse or domestic partner, a dependent child, a relative or other person who resides in the employee’s household, or by reason of any contract, arrangement, understanding or relationship that provides sole or shared voting or investment powers, unless the share is a ‘No Knowledge’ share.

Initial Public Offering – means an offering of securities for which a registration statement has not been previously filed with the US SEC and for which there is no active public market in the shares.

Limited Offering – means an offering of securities that is exempt from registration under the US Securities Act 1933.

No Knowledge Shares – shares held by a person who  has a link with the employee where the employee does not have control over and does not have any involvement in, or provide advice on.

Reportable Funds – means any fund for which RCM serves as investment manager or adviser.

Reportable Security – means a designated investment as defined by the Financial Services Authority: (life policy with an investment element, share, debenture, warrant, certificate representing certain securities, stakeholder pension scheme, option, commodity option, future, commodity future, rolling spot FX contract, contract for differences, spread bet, rights to or interests in investments), except that it does not include a government and public security, non-investment life policy, or units within a collective investment scheme (unless the schemes are  connected with Record business eg acting as adviser or own funds.  ).

In addition any transaction involving fx (spot or forwards) where the primary purpose of that transaction is to profit from exchange rate fluctuations should be included.  This would not include fx for holiday, fx transactions to purchase a property or other investments where fx return is not the primary consideration.

3BUSINESS CONDUCT

The combined requirements raise two main concerns:

1.That a firm’s customers are not disadvantaged by the personal account dealings of the firm’s employees; and

2.That the firm imposes standards of business conduct expected to prevent unlawful actions, such as defrauding client funds, making any untrue or misleading statements of material facts and manipulating client funds.

This code also seeks to address the management of conflicts of interest with an individual’s obligations to the clients of the firm, caused by any trading or investments undertaken by the firm’s employees on their own account.

4SCOPE

To ensure that RCM complies with the spirit and the letter of the requirements, a broad interpretation has been adopted.

In respect of the instruments covered, this may include investment by employees in a Collective Investment Scheme as well as individual Reportable Securities.

The code will apply to all employees representing the firm, including its staff, directors, non-executive directors, Approved Persons and contractors.

5COMMUNICATION

All new employees are subject to appropriate reference and disclosure checks and will be required to sign a copy of this Code of Ethics as a condition of employment.

The code is available to all employees on the firm’s intranet.  Any amendments will be notified to employees within 5 working days.

All employees are required to renew in writing their acceptance of the terms of this code annually and upon any amendments to the code.

It is important that all individuals understand the implications of this Code of Ethics.  Any questions should be raised with the compliance function.

6GENERAL CONDITIONS

6.1Unlawful actions

It is unlawful for any employee, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a fund(1):

(a)To employ any device, scheme or artifice to defraud the funds of the firm or its clients;

(b)To make any untrue or misleading statement of a material fact, or omit to state a necessary material fact;

(c)To engage in any act, practice or course of business constituting a fraudulent act; or

(d)To engage in any manipulative practice with respect to the funds of the firm or its clients.

6.2Prohibitions and restrictions

Employees are prohibited from establishing personal accounts at the firm to trade on their own account or that of an Associate.

Employees are restricted from investing in the funds of clients which are managed or advised by RCM (i.e. Reportable Funds), a full list of which is available at Schedule 1. This schedule will be updated as RCM’s client list changes and will always be available to employees on the firm’s intranet.

You must not for your Beneficial Interest:

(a)Effect any transaction which you know, or ought reasonably to know, to be forbidden by RCM under these rules.

(b)Acquire or dispose of any investment which you know, or ought reasonably to know, would involve you in a conflict of your own interest or that of an Associate, with that of any client or with your duty to any client.

(c)Effect any transaction relating to a Reportable Security with or through the agency of another authorised person, without informing that other authorised person that you are an officer or employee of RCM and shall not request or accept from that other authorised person any credit or special dealing facilities in connection with the transaction without the specific consent of RCM.

Furthermore, employees may not procure any other person to enter into such a transaction (except during the proper course of their employment), or communicate such information or opinion to any other person if they ought reasonably to know that the other person will as a result enter into such a transaction, procure or counsel some other person to do so.

(1) A security held or to be acquired by a fund means any reportable Security which, within the most recent 15 days: (a) is or has been held by the fund; or (b) is being or has been considered by the fund or its investment adviser for purchase by the fund; and any option to purchase or sell and any security convertible into or exchangeable for, a Reportable Security as described.

6.3Rights issues and take-overs

This code extends to:

·making any formal or informal offer to buy or sell;

·taking up rights on a rights issue;

·exercising conversion or subscription rights; and

·exercising an option.

The code also extends to buying or selling an investment under any offer, including a takeover or tender offer, which is made to the public or all (or substantially all) the holders of the investment concerned.

6.4Trustees, personal representatives and agents

The code extends to dealings by employees:

(a)as a trustee of a trust or as a personal representative of an estate, in which they or an Associate has a significant Beneficial Interest;

(b)as a trustee of any other trust or a personal representative of any other estate, unless relying entirely on the advice of another person (such as a broker or solicitor); or

(c)for the account of another person unless dealing as an employee of the firm.

6.5Exclusions

Purchases or sales over which the employee has no direct control (such as the trading of designated investments or units within a collective investment scheme, authorised unit trust, pension – excluding self invested personal pensions - or life assurance policy) are excluded from the prohibitions and restrictions set out above.

7PRE-CLEARANCE

7.1Initial Public Offerings and Limited Offerings

Employees must obtain pre-clearance before directly or indirectly acquiring Beneficial Interest in any security in an Initial Public Offering or in a Limited Offering.

7.2Conflicts of interest

Due to the nature of conflicts of interest which may arise, employees are required to apply for pre-clearance prior to entering into a trade or investment in certain Reportable Security which RCM, on behalf of its clients, also undertakes. These are:

·futures;

·options (except where that option is on RCM shares);

·rolling spot FX contracts;

·contracts for differences;

·debentures; and

·spread bets

·fx (spot or forwards) for profit transactions

·Shares in Record plc (See Code of Ethics Part II).

NB All other Reportable Securities must be disclosed in the Quarterly Report Register and Annual Holdings Report (see page 1 for list of all Reportable Securities).

7.3Pre-clearance procedure

The pre-clearance procedure for the above transactions is as follows:

(a)Request permission from the compliance function.  A decision will be given within one working day of the request being made.

(b)If approved, the restricted transaction must be undertaken within 2 working days of permission being granted.

(c)The details of the transaction must be reported to the compliance function within 2 working days of trading.  The details to be confirmed are:

·Financial instrument

·Buy/sell

·Dealing date and time

·Broker/counterparty

·Quantity

·Price

NB All staff must comply at all times with the Insider dealing rules.

8INDIVIDUAL REPORTING

In order to assist in demonstrating compliance with the code, each employee will:

(a)Complete an Initial Holding Report of all Reportable Securities, no later than 10 working days after appointment. The format of the report is attached as Schedule 2;

(b)Compile a Quarterly Transaction Report of all Reportable Securities, no later than 30 days after the end of each calendar quarter. The format of the report is attached as Schedule 3; and

(c)Sign and return an Annual Holdings Report of all Reportable Securities, which will be compiled at the end of the fourth quarter, based on the information provided throughout the year.

9CONFIDENTIALITY

The compliance function of RCM will treat all requests for pre-clearance, personal account transaction reports and periodic holdings statements with the highest confidentiality, in accordance with the UK Data Protection Act 1998.

Such documents may on occasion be made available for inspection by the appropriate regulatory or government authorities and to RCM’s clients where it is a requirement of our Investment Management Agreement.

10	RECORD KEEPING
	Version controlled copies of this code, all records relating to employee transaction and holding reports, as well as all compliance, breach and internal reporting will be kept and made readily accessible for a minimum of five years.
11	MONITORING AND BREACHES
	The compliance function will periodically review personal securities transactions and holdings reports, as well as producing an annual report for the firm’s senior management.
	All employees are required to submit a report to the compliance function promptly having become aware that any breach of this Code of Ethics has occurred and in any event within 15 days of so doing. Employees should also refer to the firm’s Whistle-blowing Procedure if necessary.
	Non-compliance with the prohibitions and restrictions contained herein may result in an employee being asked to reverse the affected personal trade or investment. Any individual who violates this Code of Ethics may also be subject to serious penalties in accordance with RCM’s Disciplinary Procedure.

SCHEDULE 1

REPORTABLE FUNDS

List of RCM client funds (in which employees may not invest)

Record Umbrella Fund (all sub funds are included)

SEI – all funds for whom Record acts as adviser (see current client list or ask compliance)

SCHEDULE 2

Record Currency Management

INITIAL HOLDING REPORT

Transaction Record of Reportable Securities Directly or Indirectly Beneficially Owned

Name:

This report is required of all employees under RCM’s Code of Ethics. For definitions and exclusions, employees should refer to the Code.

This report must be returned to the compliance function within 10 days of appointment.

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 have no reportable transactions please check here.  P o

2

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 have not established a securities account, please check here.  P o

By signing this document, I certify that I have read and understood the RCM Code of Ethics and have included in this report all securities transactions and accounts required to be reported pursuant to the Code.

Signature:

Received by:

Submission Date:

Received on:

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SCHEDULE 3

Record Currency Management

QUARTERLY TRANSACTION REPORT

Transaction Record of Reportable Securities Directly or Indirectly Beneficially Owned

For the Quarter Ended                   

Name:

This report is required of all employees under RCM’s Code of Ethics. For definitions and exclusions, employees should refer to the Code.

The report must be returned within 30 days of the applicable calendar quarter end.

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.  P o

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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.  P o

By signing this document, I certify that I have read and understood the RCM Code of Ethics and have included in this report all securities transactions and accounts required to be reported pursuant to the Code.

Signature:

Received by:

Submission Date:

Received on:

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RECORD CURRENCY MANAGEMENT LIMITED (RCM)

CODE OF ETHICS PART II

The Model Code

Introduction

This code imposes restrictions on dealing in the securities of a listed company beyond those imposed by law. Its purpose is to ensure that persons discharging managerial responsibilities and employee insiders do not abuse, and do not place themselves under suspicion of abusing, inside information that they may be thought to have, especially in periods leading up to an announcement of the company’s results.

Nothing in this code sanctions a breach of section 118 of the Act (Market abuse), the insider dealing provisions of the Criminal Justice Act or any other relevant legal or regulatory requirements.

Definitions

1.Please refer to page 6 of Appendix 1.

Dealings not subject to the provisions of this code

2.Please refer to page 8 of this Appendix 1.

Dealing by restricted persons

3.A restricted person must not deal in any securities of the company without obtaining clearance to deal in advance in accordance with paragraph 4 of this code.

Clearance to deal

4.(a)A director (other than the chairman or chief executive) or company secretary must not deal in any securities of the company without first notifying the chairman (or a director designated by the board for this purpose) and receiving clearance to deal from him.

(b)The chairman must not deal in any securities of the company without first notifying the chief executive and receiving clearance to deal from him or, if the chief executive is not present, without first notifying the senior independent director, or a committee of the board or other officer of the company nominated for that purpose by the chief executive, and receiving clearance to deal from that director, committee or officer.

(c)The chief executive must not deal in any securities of the company without first notifying the chairman and receiving clearance to deal from him or, if the chairman is not present, without first notifying the senior independent director, or a committee of the board or other officer of the company nominated for that purpose by the chairman, and receiving clearance to deal from that director, committee or officer.

(d)If the role of chairman and chief executive are combined, that person must not deal in any securities of the company without first notifying the board and receiving clearance to deal from the board.

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(e)Persons discharging managerial responsibilities (who are not directors) must not deal in any securities of the company without first notifying the company secretary or a designated director and receiving clearance to deal from him.

5.A response to a request for clearance to deal must be given to the relevant restricted person within five business days of the request being made.

6.The company must maintain a record of the response to any dealing request made by a restricted person and of any clearance given. A copy of the response and clearance (if any) must be given to the restricted person concerned.

7.A restricted person who is given clearance to deal in accordance with paragraph 4 must deal as soon as possible and in any event within two business days of clearance being received.

Circumstances for refusal

8.A restricted person must not be given clearance to deal in any securities of the company:

(a)during a prohibited period; or

(b)on considerations of a short term nature. An investment with a maturity of one year or less will always be considered to be of a short term nature.

Dealings permitted during a prohibited period

Dealing in exceptional circumstances

9.             A restricted person, who is not in possession of inside information in relation to the company, may be given clearance to deal if he is in severe financial difficulty or there are other exceptional circumstances.  Clearance may be given for such a person to sell (but not purchase) securities of the company when he would otherwise be prohibited by this code from doing so. The determination of whether the person in question is in severe financial difficulty or whether there are other exceptional circumstances can only be made by the director designated for this purpose.

10.A person may be in severe financial difficulty if he has a pressing financial commitment that cannot be satisfied otherwise than by selling the relevant securities of the company.  A liability of such a person to pay tax would not normally constitute severe financial difficulty unless the person has no other means of satisfying the liability. A circumstance will be considered exceptional if the person in question is required by a court order to transfer or sell the securities of the company or there is some other overriding legal requirement for him to do so.

11.The FSA should be consulted at an early stage regarding any application by a restricted person to deal in exceptional circumstances.

Awards of securities and options

12.The grant of options by the board of directors under an employees’ share scheme to individuals who are not restricted persons may be permitted during a prohibited period if such grant could not reasonably be made at another time and failure to make the grant would be likely to indicate that the company was in a prohibited period.

13.The award by the company of securities, the grant of options and the grant of rights (or other interests) to acquire securities of the company to restricted persons is permitted in a prohibited period if

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(a)the award or grant is made under the terms of an employees’ share scheme and the scheme was not introduced or amended during the relevant prohibited period; and

(b)either:

(i)the terms of such employees’ share scheme set out the timing of the award or grant and such terms have either previously been approved by shareholders or summarised or described in a document sent to shareholders, or

(ii)the timing of the award or grant is in accordance with the timing of previous awards or grants under the scheme; and

(c)the terms of the employees’ share scheme set out the amount or value of the award or grant or the basis on which the amount or value of the of the award or grant is calculated and do not allow the exercise of discretion; and

(d)the failure to make the award or grant would be likely to indicate that the company is in a prohibited period.

Exercise of options

14.           Where a company has been in an exceptionally long prohibited period or the company has had a number of consecutive prohibited periods, clearance may be given to allow the exercise of an option or right under an employees’ share scheme, or the conversion of a convertible security, where the final date for the exercise of such option or right, or conversion of such security, falls during a prohibited period and the restricted person could not reasonably have been expected to exercise it at a time when he was free to deal.

15.Where the exercise or conversion is permitted pursuant to paragraph 14, clearance may not be given for the sale of the securities of the company acquired pursuant to such exercise or conversion including the sale of sufficient securities of the company to fund the costs of the exercise or conversion and/or any tax liability arising from the exercise or conversion unless a binding undertaking to do so was entered into when the company was not in a prohibited period.

Qualification shares

16.Clearance may be given to allow a director to acquire qualification shares where, under the company’s constitution, the final date for acquiring such shares falls during a prohibited period and the director could not reasonably have been expected to acquire those shares at another time.

Saving schemes

17.           A restricted person may enter into a scheme under which only the securities of the company are purchased pursuant to a regular standing order or direct debit or by regular deduction from the person’s salary, or where such securities are acquired by way of a standing election to re-invest dividends or other distributions received, or are acquired as part payment of the person’s remuneration without regard to the provisions of this code, if the following provisions are complied with:

(a)the restricted person does not enter into the scheme during a prohibited period, unless the scheme involves the part payment of remuneration in the form of securities of the company and is entered into upon the commencement of the person’s employment or in the case of a non-executive director his appointment to the board;

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(b)the restricted person does not carry out the purchase of the securities of the company under the scheme during a prohibited period, unless the restricted person entered into the scheme at a time when the company was not in a prohibited period and that person is irrevocably bound under the terms of the scheme to carry out a purchase of securities of the company (which may include the first purchase under the scheme) at a fixed point in time which falls in a prohibited period;

(c)the restricted person does not cancel or vary the terms of his participation, or carry out sales of securities of the company within the scheme during a prohibited period; and

(d)before entering into the scheme, cancelling the scheme or varying the terms of his participation or carrying out sales of the securities of the company within the scheme, the restricted person obtains clearance in accordance with paragraph 4.

Acting as a trustee

18.           Where a restricted person is acting as a trustee, dealing in the securities of the company by that trust is permitted during a prohibited period where:

(a)           the restricted person is not a beneficiary of the trust; and

(b)the decision to deal is taken by the other trustees or by investment managers on behalf of the trustees independently of the restricted person.

19.The other trustees or investment managers acting on behalf of the trustees can be assumed to have acted independently where the decision to deal:

(a)was taken without consultation with, or other involvement of, the restricted person; or

(b)was delegated to a committee of which the restricted person is not a member.

Dealing by connected persons and investment managers

20.A person discharging managerial responsibilities must take reasonable steps to prevent any dealings by or on behalf of any connected person of his in any securities of the company on considerations of a short term nature.

21.A person discharging managerial responsibilities must seek to prohibit any dealings in the securities of the company during a close period:

(a)by or on behalf of any connected person of his; or

(b)by an investment manager on his behalf or on behalf of any person connected with him where either he or any person connected has funds under management with that investment fund manager, whether or not discretionary (save as provided by paragraphs 17 and 18).

22.A person discharging managerial responsibilities must advise all of his connected persons and investment managers acting on his behalf:

(a)of the name of the listed company within which he is a person discharging managerial responsibilities;

(b)of the close periods during which they cannot deal in the securities of the company; and

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(c)that they must advise the listed company immediately after they have dealt in securities of the company.

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Section 1 of the Model Code - Definitions

Definitions

1.In this code the following definitions, in addition to those contained in the listing rules, apply unless the context requires otherwise:

(a)           “close period” means:

(i)the period of 60 days immediately preceding the preliminary announcement of the listed company’s annual results or, if shorter, the period from the end of the relevant financial year up to and including the time of announcement; or

(ii)the period of 60 days immediately preceding the publication of its annual financial report or if shorter the period from the end of the relevant financial year up to and including the time of such publication; and

(iii)if the listed company reports on a half-yearly basis, the period from the end of the relevant financial period up to and including the time of such publication; and

(iv)if the listed company reports on a quarterly basis, the period of 30 days immediately preceding the announcement of the quarterly results or, if shorter, the period from the end of the relevant financial period up to and including the time of the announcement;

(b)“connected person” has the meaning given in section 96B(2) of the Act (Persons discharging managerial responsibilities and connected persons);

(c)“dealing” includes:

(i)any acquisition or disposal of, or agreement to acquire or dispose of any of the securities of the company;

(ii)entering into a contract (including a contract for difference) the purpose of which is to secure a profit or avoid a loss by reference to fluctuations in the price of any of the securities of the company;

(iii)the grant, acceptance, acquisition, disposal, exercise or discharge of any option (whether for the call, or put or both) to acquire or dispose of any of the securities of the company;

(iv)entering into, or terminating, assigning or novating any stock lending agreement in respect of the securities of the company;

(v)using as security, or otherwise granting a charge, lien or other encumbrance over the securities of the company;

(vi)any transaction, including a transfer for nil consideration, or the exercise of any power or discretion effecting a change of ownership of a beneficial interest in the securities of the company; or

(vii)any other right or obligation, present or future, conditional or unconditional, to acquire or dispose of any securities of the company;

(d)[deleted]

(e)“prohibited period” means:

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(i)any close period; or

(ii)any period when there exists any matter which constitutes inside information in relation to the company;

(f)“restricted person” means a person discharging managerial responsibilities; and

(g)“securities of the company” means any publicly traded or quoted securities of the company or any member of its group or any securities that are convertible into such securities.

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Section 2 of the Model Code – Dealings not subject to the provisions of the Model Code

Dealings not subject to the provisions of this code

2.The following dealings are not subject to the provisions of this code:

(a)undertakings or elections to take up entitlements under a rights issue or other offer (including an offer of securities of the company in lieu of a cash dividend);

(b)the take up of entitlements under a rights issue or other offer (including an offer of securities of the company in lieu of a cash dividend);

(c)allowing entitlements to lapse under a rights issue or other offer (including an offer of securities of the company in lieu of a cash dividend);

(d)the sale of sufficient entitlements nil-paid to take up the balance of the entitlements under a rights issue;

(e)undertakings to accept, or the acceptance of, a takeover offer;

(f)dealing where the beneficial interest in the relevant security of the company does not change;

(g)transactions conducted between a person discharging managerial responsibilities and their spouse, civil partner, child or step-child (within the meaning of Section 96B(2) of the Act);

(h)transfers of shares arising out of the operation of an employees’ share scheme into a savings scheme investing in securities of the company following:

(i)exercise of an option under an approved SAYE option scheme; or

(ii)release of shares from a HM Revenue and Customs approved share incentive plan;

(i)with the exception of a disposal of securities of the company received by a restricted person as a participant, dealings in connection with the following employees’ share scheme:

(i)an HM Revenue and Customs approved SAYE option scheme, or share incentive plan under which participation is extended on similar terms to all or most employees of the participating companies in that scheme; or

(ii)a scheme on similar terms to a HM Revenue and Customs approved SAYE option scheme or share incentive plan, under which participation is extended on similar terms to all or most employees of the participating companies in that scheme; or

(j)            the cancellation or surrender of an option under an employees’ share scheme;

(k)transfers of the securities of the company by an independent trustee of an employees’ share scheme to a beneficiary who is not a restricted person;

(1)transfers of securities of the company already held by means of a matched sale and purchase into a saving scheme or into a pension scheme in which the restricted person is a participant or beneficiary;

(m)an investment by a restricted person in a scheme or arrangement where the assets of the scheme (other than a scheme investing only in the securities of the company) or arrangement are invested at the discretion of a third party;

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(n)a dealing by a restricted person in the units of an authorised unit trust or in shares in an open-ended investment company; and

(o)bona fide gifts to a restricted person by a third party.

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APPENDIX 2

Practical Guidance

Introduction

This Appendix offers guidance on the operation of the Model Code. In the case of any conflict between such guidance and the Model Code itself, the Model Code prevails. Paragraph references below are to the current Model Code of the Company set out in Appendix 1.

What dealings are subject to the Model Code?

Under the definitions in paragraph 1, the Model Code applies to dealing in securities of the Company which are listed and traded on the London Stock Exchange and, if this becomes relevant, securities of the Company which are quoted on certain overseas exchanges even if they are not listed in London.

“Dealing” is widely defined under the Model Code.  As well as Stock Exchange or private sales and purchases or gifts of such quoted securities, it includes transactions in rights to such quoted securities.  This would include the grant, acceptance and exercise of options.

Paragraph 2 of the Model Code sets out those dealings to which the provisions of the Model Code do not apply.  Remember that dealings to which the Model Code does not apply may still contravene criminal prohibitions on insider dealing or the regime on market abuse.

How will I know about close periods during which dealings are prohibited under paragraph 8 of the Model Code?

The Company Secretary will publish and update a schedule of close periods from time to time.  Remember that if you are a person discharging managerial responsibility, you must notify such close periods to your connected persons and investment managers under paragraph 22 of the Model Code.

What amounts to “inside information” which prevents me from dealing under paragraph 8 of the Model Code?

It is not possible to provide an exhaustive definition of the sort of information which falls within this definition.  Industry information which has not been made public, as well as information specific to the Group, may well be inside information in relation to securities of the Company.

However, the items listed below should generally be regarded as price-sensitive before an announcement relating to them has been made to the FSA:

·any decision by the Company to declare or pay any dividend or make any distribution or not to pay any dividend or interest payment;

·any announcement of profits or losses of the Company or the Group for any period, whether annual or otherwise;

·any decision to change the capital structure of the Company, including any redemption or purchase of quoted securities;

·any material acquisition or divestment of Group assets;

·transactions with Directors, substantial shareholders and other related parties which fall to be disclosed to shareholders of the Company under FSA requirements;

·any material Group borrowing or funding arrangements;

·any information required to be disclosed by the Company to the FSA or the London Stock Exchange under the provisions of The City Code on Takeovers and Mergers;

·any major new development in the Group’s sphere of activity;

·any decision to change the general character or nature of the business (or any part of the business) of the Group;

·any information notified to the Company under the provisions of Disclosure and Transparency Rules in respect of a holding of three per cent. or more of voting securities or in respect of Directors’ interests in securities;

·any change in the Directors of the Company or, where relevant, their respective executive responsibilities;

·any other information required to be disclosed to the FSA or the London Stock Exchange in order to avoid the creation of a false market in securities of the Company; and

·any of the matters set out in the examples attached to Form A:  Intention to Deal, a copy of which may be obtained from the Company Secretary.

As previously noted, inside information is, inter alia, information likely to have a “significant effect” on the price of a company’s securities.  Some guidance as to the meaning of “significant effect” is given by the FSA in the Disclosure and Transparency Rules.  The guidance states that in deciding whether or not information will have a significant effect on price, a company should apply the “reasonable investor test” and consider whether a reasonable investor would be likely to use the information as part of the basis of its/their investment decisions.  The sort of information which the FSA considers will affect a reasonable investor’s decision includes information which affects:

(i)the Company’s assets and liabilities, performance or expected performance, financial condition or course of business;

(ii)major new developments in the Company’s business; and

(iii)information already announced to the market.

How do I seek clearance under the Model Code?

Requests for clearance to deal under paragraph 4 of the Model Code should be addressed to Mike Timmins, the Company Secretary or Tony Beal the Director of Compliance, in the first instance.  The Company Secretary will liaise with the Chairman as regards the appropriateness or not of clearance to deal being given.  Remember that you may not deal before clearance has been given or if clearance is refused.  Since clearance may be withheld by reason of inside information not known to you personally, reasons for refusal of clearance may not be given.  Forms for completion both before and after the proposed dealing are available from the Company Secretary or Director of Compliance.

If your request for clearance relates to a proposed sale within a prohibited period under paragraph 9 of the Model Code, particulars of exceptional circumstances justifying the sale should accompany the request.  Pursuant to paragraph 11 of the Model Code, the FSA should be consulted at any early stage regarding any application to deal in exceptional circumstances.  Remember that, in the case of dealing by directors of the Company and their connected persons (see below), where clearance is given, the Company will be required by the Listing Rules to include a statement of the nature of such exceptional circumstances in the light of which such dealing was permitted within the information to be released through a Regulatory Information Service.

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Who are the connected persons that I must notify as provided in paragraph 22 of the Model Code?

Persons who are “connected” with persons discharging managerial responsibilities are defined in section 96B(2) of the Financial Services and Markets Act 2000, which incorporates by reference the definition of “connected persons” set out in section 346 of the Companies Act 1985.  In summary, “connected persons” are:

·your spouse or civil partner and children under 18;

·any company where at least 20 per cent. of the equity share capital is owned, or at least 20 per cent. of the votes at a general meeting are controlled by, you and your connected persons within any other part of the definition;

·the trustees of any trust of which you, your spouse, your children under 18 or a company which is your connected person are a beneficiary or potential beneficiary; and

·your business partners or those of your spouse, your civil partner, your children under 18 or a company which is your connected person (or a Scottish firm of which you or another connected person within any other part of this definition are a partner).

How does the Model Code apply to dealing by an investment manager for my account?

Where you or your connected persons (see above) employ an investment manager, whether or not such manager has discretion to make investments without reference to the investment client, if you are a person discharging managerial responsibility you must generally advise such investment manager as provided in paragraph 22 of the Model Code.  You can obtain from the Company Secretary a pro forma letter to an investment manager advising him of your responsibilities.  Where you invest in an authorised unit trust, investment trust or similar publicly marketed investment vehicle, the manager of the investment vehicle is not your investment manager for the purposes of the Model Code as a result of such investment.  Share ISAs are dealt with separately below.

Does the Model Code apply to savings schemes?

The Model Code will not normally apply when you invest in a scheme or arrangement holding shares in more than one company where the manager chooses the investments without reference to you.  Further, under paragraph 2(l), transfers of shares already held into a savings scheme or into a pension scheme in which the relevant person subject to the Model Code is a participant or beneficiary by means of a matched sale and purchase are not dealings for the purpose of the Model Code.

Paragraph 17 of the Model Code provides the circumstances in which a person subject to the Model Code may enter into a scheme, such as a single-company personal equity plan, which invests in shares of the Company.  However, payments into such a scheme must generally be made pursuant to a regular standing order or direct debit or by regular deduction from the person’s salary.  Remember that entry into such a scheme or cancellation or variation of periodic payments under such a scheme or the sale of Company shares held within such a scheme must be cleared under paragraph 4 of the Model Code.

Remember too that if you select your own investments under such a scheme and your selection includes shares in the Company, you should notify the manager of the scheme as your investment manager in accordance with paragraph 22 of the Model Code (see above).

How does the Model Code affect me if I am a trustee?

If you are a sole trustee, you should follow the procedures governing your personal dealings, unless you are a bare nominee in which case you should simply follow the instructions of the beneficial owner.

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If you have co-trustees, you should advise them that you are subject to the Model Code.  If you are a beneficiary under the trust, your co-trustees should follow the procedures governing your personal dealings.  If you are not a beneficiary and your co-trustees take decisions to deal in quoted securities of the Company without reference to you, as described in paragraph 19 of the Model Code, the rules governing your personal dealings will not apply.

Remember that, if the beneficiaries or potential beneficiaries under the trust include your connected persons, your co-trustees will themselves be your connected persons (see above).  In this case, if you are a person discharging managerial responsibility you must advise your co-trustees as provided in paragraph 22 of the Model Code.  However, paragraph 22 of the Model Code does not require you to impose an obligation on your co-trustees to advise you after they have dealt in securities of the Company where the decision to deal was reached without reference to you (see paragraph 19 of the Model Code), provided that the beneficiaries or potential beneficiaries under the trust include your connected persons but you are not a beneficiary yourself.

Should I advise my connected persons and any investment manager when I am in possession of inside information?

Such disclosure is not required where it is inconsistent with duties of confidentiality to the Company.  Such a duty of confidentiality will normally prohibit disclosure of inside information about the Company.  You should also remember that disclosure of inside information may constitute an offence under the insider dealing provisions of Part V of the Criminal Justice Act 1993 or violate the regime on market abuse.

Does the Model Code restrict my personal dealings otherwise than by reference to close periods or periods where there exists any matter which constitutes inside information in relation to the company?

Paragraph 8 of the Model Code prohibits dealings in any securities of the Company on considerations of a short-term nature.  Thus you should not deal in quoted securities of the Company with a view to making dealing profits.  A sale closely followed by a purchase or a purchase closely followed by a sale will normally infringe this requirement.

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APPENDIX 3

Chapter 3 of the Disclosure and Transparency Rules:

Transactions by persons discharging managerial responsibilities and their connected persons

Purpose

1.1.1This chapter sets out the notification obligations of issuers, persons discharging managerial responsibilities and their connected persons in respect of transactions conducted on their own account in shares of the issuer, or derivatives or any other financial instrument relating to those shares.

Notification of transactions by persons discharging managerial responsibilities

1.1.2Persons discharging managerial responsibilities and their connected persons, must notify the issuer in writing of the occurrence of all transactions conducted on their own account in the shares of the issuer, or derivatives or any other financial instruments relating to those shares within four business days of the day on which the transaction occurred.

1.1.3The notification required by DTR 3.1.2 R must contain the following information:

(1)the name of the person discharging managerial responsibilities within the issuer, or, where applicable, the name of the person connected with such a person;

(2)           the reason for responsibility to notify;

(3)           the name of the relevant issuer;

(4)           a description of the financial instrument;

(5)           the nature of the transaction (e.g. acquisition or disposal);

(6)           the date and place of transaction; and

(7)           the price and volume of the transaction.

Notification of transactions by issuers to a RIS

1.1.4(1)An issuer must notif y a RIS of any information notified to it in accordance with:

(a)DTR 3.1.2 R (notification of transactions by persons discharging managerial responsibilities;

(b)[deleted]; and

(c)Section 793 of the Companies Act 2006 (notice requiring information about interests in shares) to the extent that it relates to the interests of a director or, as far as the issuer is aware, any connected person.

(2)The notification to a RIS described in paragraph (1) must be made as soon as possible, and in any event by no later than the end of the business day following the receipt of the information by the issuer.

1.1.5The notification required by DTR 3.1.4 R must include the information required by DTR 3.1.3 R together with the date on which the notification was made to the issuer.

1.1.6If an issuer makes the appropriate notification to the R1S under DTR 3.1.4 R (1)(a), a further notification to an RIS is not required in the event of it receiving information regarding the same dealing in a notification under Section 793 of the Companies Act 2006.

1.1.7An issuer may use the form entitled Notification of Transactions of Directors, Persons Discharging Managerial Responsibility or Connected Persons to make the notification required by DTR 3.1.4 R.

1.1.8An issuer with financial instruments admitted to trading on a regulated market in the United Kingdom that does not fall within DTR 1.1.1 R(2) or DTR 1.1.1 R (4), must notify equivalent information to that required by DTR 3.1.4 R and DTR 3.1.5 R to a RIS as soon as possible after the issuer becomes aware of the information.

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FORM A: Intention to Deal

To be sent to the Company Secretary, Record plc,

Morgan House, Madeira Walk, Windsor SL4 1EP

RECORD PLC (the “Company”)

THE MODEL CODE ON DEALINGS IN SECURITIES (the “Model Code”)

In accordance with the Model Code I,                                                       (BLOCK CAPITALS PLEASE) hereby notify my intention to deal in the Company’s securities as indicated below.

CLASS OF THE COMPANY’S SECURITIES (See Note (1))

NUMBER OF SECURITIES (See Note (2))

REGISTERED IN THE NAME OF (See Note (3))

NATURE OF INTEREST (See Note (4))

NATURE OF TRANSACTION (See Note (5))

As far as I am aware, I am not in possession of any inside information in relation to the Company’s securities.*  If this should change before the deal is transacted I undertake not to proceed with the deal.

I consider the following exceptional circumstances should be taken into account in permitting me clearance to sell the Company’s

securities:**

I will submit a Form B: Directors’ Notification of Event Affecting Interest in Shares or Debentures if I am a Director of the Company or a Form C: Notification of Dealing if I am an employee, as soon as possible and in any event no later than five days after the transaction takes place.

Please provide acknowledgement by counter-signing and returning a duplicate of this form.

Signed

Date

Permission given on the basis that the transaction is completed by no later than close of business on                                    (insert date)

Signed	Company Secretary
Date

NOTES FOR COMPLETION

(1)	Class of securities	For example, specify whether Ordinary or Preference and whether shares or debentures.
(2)	Number of securities	When a security is designated by volume rather than quantity, e.g. unsecured loan stock, that volume should be shown.
(3)	Registered in the name of	Give full name and if not yourself state the connection to yourself.
(4)	Nature of Interest	Specify precisely, i.e. personally, joint holding or as trustee.
(5)	Nature of Transaction	Specify precisely, e.g. sale of shares, share ISA investment, exercise of share option, etc.
*	See paragraph 1(e)(ii) and paragraph 8 of the Model Code for the general prohibition on dealing when in possession of inside information.
**	To be completed if the Director seeks to rely on Rule 9 of the Model Code, which allows clearance to be given to sell the Company’s securities in exceptional circumstances.

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[Attached to Form A]

EXAMPLES OF INSIDE INFORMATION:

(a)	any unpublished information necessary to enable holders of the Company’s securities and the public to appraise the position of the Company and to avoid the creation of a false market in its listed securities;
(b)	any unpublished information concerning a proposed change in the general character or nature of the business of the Company;
(c)	any unpublished information concerning a proposed change in the capital structure of the Company, including the structure of any listed debt securities;
(d)	any unpublished information concerning the acquisition or disposal of a substantial shareholding of 3 per cent. or more in the Company requiring to be notified under the Disclosure and Transparency Rules;
(e)	any unpublished information concerning the purchase by the Company of its own securities;
(f)	any unpublished information disclosed to the Company under the Companies Act 1985 relating to interests in the Company’s securities of directors and connected persons;
(g)	any unpublished information concerning a material acquisition or disposal of assets by the Company;
(h)	any unpublished information in connection with a take-over or merger concerning the Company;
(i)	any unpublished information concerning a transaction with a related party which requires notification to a regulatory information service approved by the Financial Services Authority;
(j)	any unpublished information concerning a change in the board of directors of the Company;
(k)	any unpublished information concerning a decision by the Company to declare or pay any dividend or make any distribution or not to pay any dividend or interest payment;
(l)	any unpublished information concerning an announcement of profits or losses of the Company or the Group for any period, whether annual or otherwise;
(m)	any unpublished information concerning material Group borrowing or funding arrangements;
(n)	any unpublished information concerning a major new development in the Group’s sphere of activity.

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FORM B: Director’s Notification of Event Affecting

Interests in Shares or Debentures

To be sent to the Company Secretary, Record plc,

Morgan House, Madeira Walk, Windsor, Berkshire, SL4 1P

RECORD PLC (the “Company”)

MODEL CODE ON DEALINGS IN SECURITIES (the “Model Code”)

In fulfilment of my obligations under the Model Code and the Disclosure and Transparency Rules issued by the United Kingdom Financial Services Authority and having read and understood the Notes attached, I, .                          , hereby give notice of the following event affecting my interest in the Company’s securities 

CLASS OF THE COMPANY’S SECURITIES (See Note (1))

NUMBER OF SECURITIES (See Note (2))

REGISTERED IN THE NAME OF (See Note (3))

NATURE OF INTEREST (See Note (4))

NATURE OF TRANSACTION (See Note (5))

DATE OF TRANSACTION

PRICE OR OTHER CONSIDERATION

Signed

Date

NOTES FOR COMPLETION

(1)	Class of securities	For example, specify whether Ordinary or Preference and whether shares or debentures.
(2)	Number of securities	When a security is designated by volume rather than quantity, e.g. unsecured loan stock, that volume should be shown.
(3)	Registered in the name of	Give full name and if not yourself state the connection to yourself.
(4)	Nature of Interest	Specify precisely, i.e. personally, joint holding or as trustee.
(5)	Nature of Transaction	Specify precisely, e.g. sale of shares, ISA investment, exercise of share option, grant of an option to subscribe for shares, conversion of convertible shares.

MODEL CODE PARAGRAPH 22 LETTER

Persons discharging managerial responsibilities

· · 200·

Dear ·

DEALING RULES

By virtue of [explain why person is subject to the Model Code (e.g. a director, insider employee etc.)] I am a person subject the dealing rules adopted by Record plc (the “Company”) in accordance with the requirements of the United Kingdom Financial Services Authority.  These rules oblige me to advise persons connected with me and investment managers working for me or for my connected persons of certain matters.  [By virtue of [here insert circumstances giving rise to connection], you are connected with me for these purposes].  OR  [By virtue of [here insert circumstances giving rise to connection], [           ] is connected with me for these purposes and you are an investment manager to [                ].]  OR [You are my investment manager for these purposes].

In order to enable the Company and me to comply with our respective obligations to the UK Financial Services Authority, I should be most grateful if you would comply with the following requirements [in your dealings as investment manager for [me] OR [connected person]]:

(1)Please avoid dealing in the Company’s securities during “close periods” i.e. the period for sixty days immediately preceding the preliminary announcement of the Company’s annual results (or, if shorter, the period from the end of the relevant financial year up to and including the time of announcement) and the periods of sixty days immediately preceding the publication of the Company’s interim results in each year (or, if shorter, the interval between the end of the relevant financial period up to and including the time of such participation).  The next announcement of interim results is expected on · · 200· and the next annual results are due to be announced on · · 200·.

(2)There may be other periods during which I may not deal in the Company’s securities.  If I request you to refrain from dealing on such occasions, please comply with such request.

(3)Please notify me of any dealing in the Company’s securities immediately upon the dealing being effected.  The notification should identify the nature and date of the relevant dealing, the parties involved, the price and the number, or amount, and class of the securities concerned.

In this context, the words “dealing” and “deal” refer not only to sales and purchases of listed securities of the Company (or agreements to buy or sell such securities) but also to the grant, acceptance, acquisition, disposal, exercise or discharge of an option (whether call or put or both) or other right or obligation, present or future, conditional or unconditional, to acquire or dispose of any listed securities of the Company or any interest of whatsoever nature in such securities.  [However, dealings not undertaken as investment manager for [me] OR [connected person] may be disregarded].

I am sorry to have to burden you with these requirements but they are essential.  Please contact me [or Mike Timmins, the Secretary of the Company,] if you have any questions about them.

I should be grateful if you would acknowledge receipt of this letter.

Yours sincerely

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EX-99.B(P)(19)

Exhibit 99.B(p)(19)

ARTISAN FUNDS, INC.
ARTISAN PARTNERS LIMITED PARTNERSHIP
ARTISAN DISTRIBUTORS LLC

Code of Ethics and
Policy and Procedures to Prevent
Misuse of Inside Information

Table of Contents

Summary of Changes			iii
Statement of Policy and Standards of Business Conduct			1
I.	Investment Company Act Prohibitions		2
II.	Restrictions		3
	A.	Material, Non-Public Information; No Insider Trading	3
	B.	Foreign Corrupt Practices	4
	C.	Limitations on Transactions with Clients	4
	D.	Front Running Is Prohibited	5
	E.	Initial Public Offerings	5
	F.	Private Placements	5
	G.	Short-Term Trading/Profit Limitations	6
	H.	High-Risk Trading Activities	7
	I.	Gifts and Business Entertainment	7
	J.	Service as a Board Director or Board Member	8
	K.	Political Contributions	9
	L.	Confidentiality	9
III.	Compliance Procedures		10
	A.	Execution of Personal Securities Transactions through Disclosed Brokerage Accounts	10
	B.	Preclearance	10
	C.	Employer Securities Held by Spouses and Immediate Family Members	12
	D.	Disclosure of Personal Holdings	13
	E.	Dealing with Certificated Securities	14
	F.	Monitoring of Transactions	14
	G.	Educational Efforts	14
IV.	Employee Reporting		14
	A.	Reporting Personal Securities Transactions	14
	B.	Form of Reports	16
Code of Ethics Effective May 4 2007

	C.	Disclosure of Employment—Spouse or Immediate Family Member	16
	D.	Certification of Receipt of Code and Compliance	16
V.	Exemptions		17
	A.	Exempt Transactions and Securities	17
	B.	Individual Exemptions	17
VI.	Management’s Reporting		18
	A.	Report to the Board of Artisan Funds	18
	B.	Report to the Board of a Sub-Advised Fund	18
	C.	Reporting to Artisan Partners’ Management	19
VII.	Enforcement of the Code and Consequences for Failure to Comply		19
VIII.	Retention of Records		20
Record of Dates of Adoption and Amendment			20
APPENDIX A — DEFINITIONS			22
APPENDIX B — EXAMPLES OF BENEFICIAL INTEREST			24

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Summary of Changes

The Code of Ethics was updated on May 4, 2007. When compared with the prior Code dated March 28, 2006, we added or modified the following requirements, among others:

·Transactions in passively managed ETF’s based on a broad-based index, Section 529 plans (other than transactions in a Fund Client held through such a plan) and in municipal securities are exempt from the short-term profit section—see Section II.G. (p. 6);

·Transactions in a security where the aggregate value of the transaction is less than $1,000 are exempt from preclearance—see Section III.B.2.m. (p. 12);

·Preclearance requirements for employer securities held by a Covered Person’s spouse or immediate family member are outlined—see Section III.C. (p. 13);

·Manual reports of personal securities transactions will be due quarterly, instead of monthly—see Section IV.A. (p. 14); and

·Disclosure is required if any Covered Person’s spouse or immediate family member is employed by an investment adviser, securities broker-dealer, or any firm that does business with Artisan—see Section IV.C. (p. 16).

All persons covered by the Artisan Code of Ethics are expected to comply with all provisions.

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ARTISAN FUNDS, INC.
ARTISAN PARTNERS LIMITED PARTNERSHIP
ARTISAN DISTRIBUTORS LLC

Code of Ethics and
Policy and Procedures to Prevent
Misuse of Inside Information

(Effective May 4, 2007)

Statement of Policy and Standards of Business Conduct.

The policy of Artisan Partners Limited Partnership (“Artisan Partners”) and Artisan Distributors LLC (“Artisan Distributors”) is to avoid any conflict of interest, or the appearance of any conflict of interest, between the interests of any person or institution advised by Artisan Partners, including Artisan Funds, Inc. (“Artisan Funds”), each registered investment company for which Artisan Partners serves as investment sub-adviser (each, a “Sub-Advised Fund”) and separately managed accounts (collectively, the “Clients”), and the interests of Artisan Partners and Artisan Distributors or their officers, partners, and employees. Artisan Partners, Artisan Distributors and Artisan Funds are referred to in this Code collectively as “Artisan.” Artisan Funds and each Sub-Advised Fund are referred to in this Code as a “Fund Client”.

As a fiduciary, Artisan Partners has an affirmative duty of care, loyalty, honesty and good faith to act in the best interests of its Clients. The interests of Clients must always come first, as Clients deserve and demand our undivided loyalty and effort. All persons covered by this Code must at all times recognize and respect the interests of Clients, particularly with regard to their personal investment activities and any real or potential conflict with Client interests that may arise in connection with such activities. This Code requires firm personnel to conduct personal securities transactions in a manner that does not interfere with transactions on behalf of Clients, and does not take inappropriate advantage of their positions and access to information that comes with such positions. Artisan Partners expects that persons covered by this Code will seek to comply with not only the letter but also the spirit of the Code and strive to avoid even the appearance of impropriety. In addition, Artisan Partners expects and requires that all persons covered by the Code will comply with all applicable laws, rules and regulations, including but not limited to the federal securities laws.

The Investment Company Act, the Investment Advisers Act and the rules thereunder require that Artisan Partners, Artisan Distributors and each Fund Client establish standards and procedures for the detection and prevention of certain conflicts of interest, including activities by which persons having knowledge of the investments and investment intentions of Clients might take advantage of that knowledge for their own benefit. The Code has been adopted by Artisan Funds, Artisan Partners and Artisan Distributors to meet those concerns and legal requirements.

This Code contains procedures designed to prevent the misuse of inside information by Artisan Partners and Artisan Distributors or their personnel. The business of Artisan Partners depends

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on investor confidence in the fairness and integrity of the securities markets. Insider trading poses a significant threat to that confidence. Trading securities on the basis of inside information or improperly communicating that information to others may expose you to stringent penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten years imprisonment. The Securities and Exchange Commission can recover the profits gained or losses avoided, and impose a penalty of up to three times the illicit windfall and an order permanently barring you from the securities industry. Finally, you may be sued by investors seeking to recover damages for insider trading violations.

The Code is drafted broadly; it will be applied and interpreted in a similar manner. You may legitimately be uncertain about the application of the Code in a particular circumstance. Often, a single question can forestall disciplinary action or complex legal problems. You should direct any question relating to the Code to the firm’s Chief Compliance Officer, General Counsel or Compliance Manager.

You are also encouraged to access sample forms and summary charts of the Code’s provisions, which set forth interpretations of how the Code applies to specific situations. These are accessible through the firm’s Code compliance system, Personal Trading Assistant (“PTA”), via the Artisan Partners’ Intranet.

You also must notify the Chief Compliance Officer immediately if you have any reason to believe that a violation of the Code has occurred or is about to occur.

I.Investment Company Act Prohibitions

The Investment Company Act and rules make it illegal for any Covered Person, directly or indirectly, in connection with the purchase or sale of a security held or to be acquired by a Fund Client to:

a.employ any device, scheme, or artifice to defraud the Fund Client;

b.make 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 circumstances under which they are made, not misleading or in any way mislead the Fund Client regarding a material fact;

c.engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the Fund Client; or

d.engage in any manipulative practice with respect to the Fund Client.

The restrictions on Personal Securities Transactions contained in this Code are intended to help Artisan Partners monitor for compliance with these prohibitions.

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II.            Restrictions

Every Covered Person shall comply with the following restrictions:

A. Material, Non-Public Information; No Insider Trading.

1.No Covered Person may engage in any transaction in a security (either a Personal Securities Transaction or a transaction for a Client), on the basis of inside information. Under the law and regulations, a transaction will be deemed to have been made on the basis of inside information if the person engaging in the transaction is aware of the inside information.

If you think that you might have material, non-public information, you should take the following steps:

a.Report the information and proposed trade immediately to the General Counsel, Chief Compliance Officer or an Associate Counsel.

b.Do not purchase or sell the securities on behalf of yourself or others, including investment companies or private accounts managed by Artisan Partners until Artisan Partners has made a determination as to the need for trading restrictions.

c.Do not communicate the information inside or outside Artisan Partners, other than to the General Counsel, Chief Compliance Officer or Associate Counsel.

d.After the General Counsel or Chief Compliance Officer has reviewed the issue, Artisan Partners will determine whether the information is material and non-public and, if so, whether any trading restrictions apply and what action, if any, the firm should take.

2.Tender Offers. Trading during a tender offer represents a particular concern in the law of insider trading. Each Covered Person should exercise particular caution any time they become aware of non-public information relating to a tender offer.

3.Contacts with Public Companies. One or more of the directors or trustees of the mutual funds or private accounts managed by Artisan Partners may be an officer, director or trustee of one or more public companies. Each Covered Person should avoid discussing with any such officer, director or trustee any non-public information about any such company. If a Covered Person (other than such officer, director or trustee) should become aware of material, non-public information regarding any such company, he or she should so advise the Chief Compliance Officer, General Counsel or Associate Counsel promptly.

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4.No Communication of Material Non-Public Information. No Covered Person may communicate material, non-public information to others in violation of the law. Conversations containing such information, if appropriate at all, should be conducted in private (for example, not by cellular telephone, to avoid potential interception).

Access to files containing material, non-public information and computer files containing such information should be restricted, including by maintenance of such materials in locked cabinets, or through the use of passwords or other security devices for electronic data.

5.Other Restricted Securities. A Covered Person is prohibited from purchasing or selling, for his or her own account or for the account of others, including any Client of Artisan Partners:

·securities of any public company (other than Artisan Funds, Inc.) of which such Covered Person is a director or trustee, except that the person who is the director or the trustee of the public company may purchase or sell, for his or her own account or for the account of any member of his or her immediate family (including a family member who is also a person covered under the Code) that company’s securities with express prior approval of the Chief Compliance Officer, General Counsel or Compliance Manager;

·securities of any public company placed from time to time on Artisan Partners’ restricted list. From time to time, Artisan Partners may restrict trading in certain securities by Covered Persons when, in the opinion of Artisan Partners, trading in such securities may result in a conflict of interest, or the appearance of a conflict of interest. Artisan Partners will maintain a list of such restricted securities that will be updated as necessary.

B. Foreign Corrupt Practices.

As required by the Foreign Corrupt Practices Act, no Covered Person shall offer, pay, promise to pay or authorize payment of any money or anything of value to a foreign official, foreign political party (or official thereof) or any candidate for foreign political office for purposes of influencing any act or decision of that person in his or its official capacity, or inducing that person to use his or its influence with a foreign government to influence any act or decision of that government.

C. Limitations on Transactions with Clients.

No Covered Person shall knowingly sell to or purchase from any Fund Client any security or other property, except securities of which that Fund Client is the issuer. No Covered Person shall knowingly sell any security to or purchase any security from any Client that is not a Fund Client.

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D. Front Running Is Prohibited.

Covered Persons are prohibited from inappropriately using confidential non-public information obtained as an employee of Artisan or while associated from Artisan for their personal benefit. For example, no Covered Person shall engage in a Personal Securities Transaction in a security based on advance knowledge that Artisan is effecting a purchase or sale of the security on behalf of a Client.

This prohibition will not affect the execution of transactions for the account of a Client in which one or more Covered Persons has an economic interest (such as, for example, where a Covered Person owns shares of a Fund Client), which may be executed by the firm’s traders in accordance with the firm’s trading procedures.

E. Initial Public Offerings.

No Covered Person shall acquire any security in an initial public offering, except (i) with the prior consent of the Chief Compliance Officer, General Counsel, or Compliance Manager, based on a determination that the acquisition is consistent with applicable regulatory requirements, does not conflict with the purposes of the Code or its underlying policies, or the interests of Artisan Partners or its Clients, and (ii) in circumstances in which the proposed acquisition is consistent with applicable regulatory requirements and the opportunity to acquire the security has been made available to the person for reasons other than the person’s relationship with Artisan Partners or its Clients. Such circumstances might include, for example:

·an opportunity to acquire securities of an insurance company converting from a mutual ownership structure to a stockholder ownership structure, if the person’s ownership of an insurance policy issued by that company conveys that opportunity;

·an opportunity resulting from the person’s pre-existing ownership of an interest in the IPO company or an investor in the IPO company; or

·an opportunity made available to the person’s spouse, in circumstances permitting the person making the determination reasonably to determine that the opportunity is not being made available indirectly because of the person’s relationship with Artisan Partners or its Clients (for example, because of the spouse’s employment).

F. Private Placements.

No Covered Person shall acquire any security in a private placement without the express written prior approval of the Chief Compliance Officer, General Counsel or Compliance Manager. In deciding whether that approval should be granted, each of those persons will consider whether the investment opportunity should be reserved for Clients, and whether the opportunity has been offered because of the person’s relationship with Artisan Partners or its Clients. A Covered Person who has been authorized to acquire a

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security in a private placement must disclose that investment if he or she later participates in consideration of an investment in that issuer for any Client’s account. Any investment decision for a Client relating to that security must be made by investment personnel other than that Covered Person. For purposes of this section, a “private placement” means an offering of securities in which the issuer relies on an exemption from the registration provisions of the U.S. federal securities laws or comparable foreign regulatory scheme, and usually involves a limited number of sophisticated investors and a restriction on resale of the securities. This section does not apply to the acquisition by a Covered Person’s spouse or an immediate family member sharing the same household of an ownership interest in that person’s employer or an affiliate of the employer; provided the acquisition is the result of that person’s bona fide employment relationship and is not a result of a Covered Person’s relationship with Artisan Partners or Clients—these transactions are subject to Section III.C., below.

G. Short-Term Trading/Profit Limitations.

No Covered Person may profit from the purchase and sale, or sale and purchase, of the same (or equivalent) securities within 60 days. Any profit so realized will be either (a) returned to Artisan Partners and then donated to a charitable organization selected by Artisan Partners; or (b) donated directly by the Covered Person to a charitable organization approved by the Chief Compliance Officer, with written proof of such donation provided to the Chief Compliance Officer. Artisan Partners will not make any form of matching charitable contribution with respect to any amount required to be paid under this provision.

The following transactions are exempt from this short-term trading limitation:

·any option or futures contract on a broad-based index (such as the S&P 500);

·any passively managed exchange traded fund (“ETF”) based on a broad-based index;

·the sale of any security by the Covered Person pursuant to the exercise of a covered call option on that security written by the Covered Person so long as the writing of such option was pre-cleared and the option has a term of longer than 60 days;

·any transaction in a security exempt under Section V.A. of this Code;

·any transaction in an education savings plan operated by a state pursuant to Section 529 of the Internal Revenue Code (other than transactions in securities of a Fund Client held through an education savings plan);

·any transaction in a municipal security; or

·any transaction that has received the prior approval of the Chief Compliance Officer, General Counsel or Compliance Manager.

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H. High-Risk Trading Activities.

Certain high-risk trading activities, if used in the management of a Covered Person’s personal trading portfolio, are risky not only because of the nature of the securities transactions themselves, but also because of the potential that action necessary to close out the transactions may become prohibited during the duration of the transactions. Examples of such activities include short sales of common stock and trading in derivative instruments (including options). If Artisan Partners becomes aware of material, non-public information about the issuer of the underlying securities, or if preclearance of the closing transaction is denied, Artisan Partners personnel may find themselves “frozen” in a position. Artisan Partners will not bear any losses in personal accounts as a result of implementation of this policy.

I. Gifts and Business Entertainment.

1.Receiving Gifts. No Covered Person may accept gifts or other things of more than a $100 aggregate value in a year from any person or entity that does business with or on behalf of Artisan Partners, Artisan Funds or Artisan Distributors, or seeks to do business with or on behalf of Artisan Partners, Artisan Funds, or Artisan Distributors, except (a) in connection with a meeting that has a clear business purpose or some other clearly identifiable business function (including, for example, expenses in connection with a business conference or visits to companies as part of the process of securities analysis); (b) an occasional meal or ticket to a theater, entertainment, or sporting event that is an incidental part of a meeting that has a clear business purpose; or (c) gifts that are not solicited and are given as part of a personal relationship outside the business relationship.

Gifts having a value in the aggregate of more than $100 that are not excepted from the prohibition must generally either be returned to the donor or paid for by the recipient. In some circumstances, it may be awkward or inappropriate to return or insist on paying for a gift. In those circumstances, the recipient may retain the gift provided that the recipient makes a contribution of equal value to a charitable organization of his or her choice.

2.Making Gifts. Many of the organizations with which Artisan Partners and Artisan Distributors do business have policies on the receipt of gifts that are as restrictive as this Code, or more restrictive. Therefore, no Covered Person may make gifts having a value of more than $100 in the aggregate in any year to any person or entity that does business with Artisan Partners, a Fund Client or Artisan Distributors without the prior approval of the Chief Compliance Officer, Chief Financial Officer or General Counsel, except gifts that are not solicited and are given as part of a personal relationship outside the business relationship and for which reimbursement from Artisan Partners will not be sought. Artisan Partners employees will not generally be reimbursed for gifts that have not received such prior approval.

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3.Distinction Between Gifts and Business Entertainment. It is not the intent of the Code to prohibit the everyday courtesies of business life, such as reasonable business entertainment. Therefore, the $100 limit on gifts discussed above does not include (i) an occasional meal or ticket to a theater, entertainment, or sporting event that is social in nature where the host is present, provided that the meal, ticket or similar item was not solicited and provided further that such items are neither so frequent nor so extensive as to raise questions of propriety, or (ii) food items received by an individual but shared with the firm’s employees and consumed on the firm’s premises. If the host is not present, then the meal, theater tickets, or entertainment or sporting event must be considered to be a gift and will be subject to the gift limits discussed above.

4.Reporting Gifts and Business Entertainment. Reports of gifts and business entertainment involving a Covered Person are required to be made to the Chief Compliance Officer, who will enter them into the firm’s gift log. The reports are due within time periods established by the Chief Compliance Officer (or his or her designee) from time to time. Reports of gifts and business entertainment shall contain such information as may be required by the firm from time to time, such as the date of the gift or business entertainment; the identity of the donor and the recipient; a description of the business relationship between the donor and the recipient; a description of the gift or business entertainment; the value of the gift or business entertainment (estimated, if an exact value is unknown); and the reason the gift was made or the business entertainment occurred. Reports of gifts and business entertainment may be made orally, by email, or in writing on such form as specified from time to time. A sample form of report is accessible through PTA, via the Artisan Partners’ Intranet.

The Chief Compliance Officer may, from time to time, identify certain items that may be excluded from reporting, such as the receipt of food items shared with other members of the firm and consumed on the firm’s premises.

5.Client Gift and Business Entertainment Policies. Artisan Partners Clients may have internal policies relating to gifts or entertainment involving their employees, agents or representatives. If a Client has provided Artisan Partners with a copy of a gift or entertainment policy applicable to that Client’s employees, agents or representatives, then Artisan Partners employees must consider that gift or entertainment policy in providing business entertainment or gifts to that Client’s employees, agents or representatives.

6.ERISA Clients. Covered Persons are prohibited from giving gifts to, or receiving gifts from, any fiduciary with respect to a Client that is subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA).

J. Service as a Board Director or Board Member.

No Covered Person may serve as a member of the board of directors or trustees of any business organization (including an advisory board), other than a civic or charitable

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organization, without the prior written approval of the Chief Compliance Officer, General Counsel or Compliance Manager based on a determination that the board service would not be inconsistent with the interests of Artisan Partners or of its Clients. If a Covered Person is serving as a board member, that person shall not participate in making investment decisions relating to the securities of the company on whose board he or she sits.

An Exempt Person is not required to obtain prior written approval for service as a board director or board member.

K. Political Contributions.

No Artisan employee may make political contributions for the purpose of seeking to obtain or retain advisory business with governmental entities. While this is not intended to infringe on or restrict the political or civil rights of any Artisan employee, political contributions by an Artisan employee can easily be misconstrued as an attempt to curry favor, particularly if the contribution is made to a political candidate (i) for whom the Artisan employee cannot vote; or (ii) who does not reside in or represent a district where an Artisan office is located. Some public pension fund Clients may restrict or require reporting of contributions to their officials. Artisan employees may, from time to time, be required to report some or all of their personal political contributions. Each Covered Person is required to maintain careful records of all personal political contributions in order to accurately respond to Artisan report requests.

L. Confidentiality.

Each Covered Person shall keep confidential during the term of his or her employment or association with Artisan Partners any information concerning Artisan Partners or its Clients that is not generally known to the public, including, but not limited to, the following:

1.the investment strategies, processes, analyses, databases and techniques relating to capital allocation, stock selection and trading used by the investment team or other investment professionals employed by Artisan Partners;

2.the identity of and all information concerning Clients and shareholders of Fund Clients;

3.information prohibited from disclosure by a Fund Client’s policy on release of portfolio holdings or similar policy; and

4.all other information that is determined by Artisan Partners or a Client to be confidential and proprietary and that is identified as such prior to or at the time of its disclosure to the Covered Person.

No Covered Person shall use such confidential information for his or her own personal benefit or for the benefit of any third party, or directly or indirectly disclose such

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information, except to other employees of Artisan Partners, its affiliated businesses and third parties to whom disclosure is made pursuant to the performance of his or her duties as an employee or as otherwise may be required by law.

III.Compliance Procedures

A. Execution of Personal Securities Transactions through Disclosed Brokerage Accounts.

All Personal Securities Transactions by a Covered Person that are subject to the Code must be conducted through brokerage or other accounts that have been identified to the Chief Compliance Officer. No exceptions will be made to this policy.

B. Preclearance.

1.Preclearance Requirement. Except as provided below, all Personal Securities Transactions of a Covered Person must be cleared in advance by the Chief Compliance Officer, General Counsel, Compliance Manager, a Compliance Specialist or an Associate Counsel. Personal Securities Transactions by each of those persons must be approved by one of the others. For each proposed trade, the person responsible for reviewing such trade shall be provided with all information necessary to determine whether the trade may be approved consistent with the Code (e.g. title of the security, nature of the transaction, approximate number of shares involved in the transaction, etc.). If the proposed trade is not executed by the end of the second business day following the date on which preclearance is granted, the preclearance will expire and the request must be made again.

No Personal Securities Transaction of a Covered Person in a security will be cleared if: (i) the security is on a firm-wide restricted list; or (ii) there is a conflicting order pending in that security, until that order is fully executed or withdrawn. A conflicting order is any order for the same security (or an option on or warrant for that security) by Artisan Partners for a Client that has not been fully executed.

As noted in Section II.D above, Covered Persons are prohibited from engaging in front running, where a Personal Securities Transaction in a security occurs based on advance knowledge of transactions in the security effected by Artisan for Clients. Personal Securities Transactions in securities that have been effected by Covered Persons after clearance will be reviewed and compared with transactions effected for Client accounts based on criteria determined by the Chief Compliance Officer, which criteria may change from time to time. In the event any correlation appears to exist between the Personal Securities Transactions of a Covered Person and trades effected for a Client, Artisan Partners may take such action as deemed appropriate under the circumstances, including, without limitation, restricting trading authorization of a Covered Person for Personal Securities Transactions subject to the Code. Any such action is in addition to any

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other sanction or action permissible hereunder for a breach of any provision of the Code.

2.Securities and Transactions Exempt from the Preclearance Requirement.

Transactions in the following securities, as well as the following transactions, are exempt from the preclearance requirement:

a.securities listed as exempt in Section V.A;

b.securities of a Fund Client;

c.municipal securities (including education savings plans operated by a state pursuant to Section 529 of the Internal Revenue Code);

d.straight debt securities (other than corporate debt securities);

e.corporate debt securities with a remaining maturity (at the time of purchase) of 12 months or less;

f.listed index options and futures;

g.passively-managed exchange-traded funds (“ETFs”) including, but not limited to, shares of SPDRs, WEBs, DIAMONDs or QQQQs, and securities issued by similar index- or sector-based entities; however, actively-managed ETFs, holding company depositary receipts (HOLDRS)(1) and closed-end funds remain subject to the pre-clearance and reporting requirements;

h.acquisitions and dispositions of securities that are non-volitional on the part of the Covered Person, including:

·purchases or sales upon the exercise of puts or calls written by such person where the purchase or sale is effected based on the terms of the option and without action by the covered person or his or her agent (but not the writing of the option, which must be precleared); and

·acquisitions or dispositions of securities through stock splits, reverse stock splits, mergers, consolidations, spin-offs or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities.

i.transactions in an account (including an investment advisory account, trust account or other account) of any Covered Person (held either alone or with others) over which a person other than the Covered Person (including an investment adviser or trustee) exercises investment discretion if:

(1)  Purchases of HOLDRs require preclearance of each underlying security.

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·the Covered Person does not know of the proposed transaction until after the transaction has been executed; and

·the Covered Person has previously identified the account to the Chief Compliance Officer (or his designee) and has affirmed that (in some if not all cases) he or she does not know of proposed transactions in that account until after they are executed.

This exclusion from the preclearance requirement is based upon the Covered Person not having knowledge of any transaction until after that transaction is executed. Therefore, notwithstanding this general exclusion, if the Covered Person becomes aware of any transaction in such investment advisory account before it is executed, the person must seek preclearance of that transaction before it is executed.

j.sales as a result of an odd-lot tender offer (all other sales in connection with a tender offer must be pre-cleared);

k.purchases or redemptions of units of any pooled investment vehicle the investment adviser or general partner of which is Artisan Partners or an affiliate of Artisan Partners;

l.purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of securities to the extent such rights were acquired from such issuer, and sales of such rights so acquired; and

m.transactions in a security where the aggregate value of the transaction does not exceed $1,000.

3.Accounts Exempt from the Preclearance Requirement. From time to time, Artisan Partners may operate one or more accounts in which Artisan Partners or its employees have significant economic interests, but in which assets of persons not employed by Artisan Partners are also invested or which Artisan Partners is operating as a model portfolio in preparation for management of Client assets in the same or a similar strategy. Such an account is exempt from the preclearance requirements of the Code. Transactions in such an account will be conducted in accordance with Artisan Partners’ trading procedures for Client accounts.

C. Employer Securities Held by Spouses and Immediate Family Members.

An occasion may arise where the Spouse(2) of a Covered Person receives or is offered an opportunity to acquire an equity interest in that person’s employer or an affiliate of the employer as a result of a bona fide employment relationship and not because of a Covered Person’s relationship with Artisan Partners or Clients. In many (but not all)

(2) For purposes of this section, “Spouse” also includes any immediate family member living in the same household as a Covered Person.

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cases, the preclearance requirements of the Code are waived. The following principles apply:

1.Transactions that are initiated by the employer of the Spouse (for example, provided as part of the Spouse’s compensation) are exempt from preclearance.

2.Transactions that are initiated by the Spouse must be precleared in advance.

3.Even if a Spouse’s acquisition of a security was exempt from preclearance, preclearance will be required for the Spouse’s sale of the security.

4.All transactions and holdings need to be reported.

Common examples of these types of transactions are discussed in the Code of Ethics Summary Chart, which is accessible through the PTA at:

http://milwap01:9010/pta/pages/index.jsp. Specific questions involving employer stock or securities should be discussed with the Chief Compliance Officer, General Counsel or Compliance Manager.

D. Disclosure of Personal Holdings.

At the commencement of employment and annually thereafter, each Covered Person shall disclose his or her personal securities holdings (not including shares of open-end investment companies (mutual funds) that are not Fund Clients, direct obligations of the U.S. government (U.S. treasury bills, notes and bonds) and money market instruments, including bank certificates of deposit, bankers’ acceptances, commercial paper and repurchase agreements). The initial holdings report shall be delivered to the Chief Compliance Officer no later than ten days after commencement of employment with Artisan Partners, and the holdings information included therein shall be current as of a date not more than 45 days prior to the commencement of such person’s employment. Annual reports shall be delivered to the Chief Compliance Officer no later than January 30 of each year and shall include information as of December 31 of the preceding year. The initial holdings report and annual holdings reports shall contain the following information:

·title and type of security, interest rate and maturity date (if applicable), exchange ticker symbol or CUSIP number (as applicable), number of shares and the principal amount of each security held beneficially;

·the name of any broker, dealer or bank with or through which the Covered Person maintains an account; and

·the date the report is submitted.

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E. Dealing with Certificated Securities.

The receipt of securities in the form of a physical stock certificate must be reported as described in Section IV, below (see p. 14). Any subsequent transaction in such securities must be conducted through a disclosed brokerage account for which the Chief Compliance Officer receives duplicate confirmations and account statements. No Covered Person shall request withdrawal of securities from a brokerage or other account in certificated form without prior consent of the Chief Compliance Officer.

F. Monitoring of Transactions.

Artisan Partners’ Chief Compliance Officer or his or her designee will monitor the trading patterns of Covered Persons compared to the trading by Artisan Partners in Client accounts, and trading for Artisan Partners’ own account (if any) for compliance with this Code, including the provisions intended to prevent the misuse of inside information. Such review will include, but shall not be limited to, an analysis of compliance with pre-clearance requirements; comparisons of trading activity against restricted securities lists (if any); and analysis of trading to detect patterns that may indicate abuse, such as market timing in shares issued by Fund Clients. No Artisan employee will be permitted to monitor his or her own Personal Securities Transactions for purposes of compliance with the Code.

G. Educational Efforts.

The Chief Compliance Officer or his or her designee shall provide, on a regular basis, an education program to familiarize Covered Persons with the provisions of, and their obligations under, the Code, including reporting obligations, and to answer questions regarding the Code. The Chief Compliance Officer or his or her designee shall also be available to answer questions regarding the Code and to resolve issues of whether information is inside information and to determine what action, if any, should be taken.

IV.Employee Reporting

A. Reporting Personal Securities Transactions.

1.Each Covered Person shall (i) identify to Artisan Partners each brokerage or other account in which the person has a beneficial interest and (ii) instruct the broker or custodian to deliver to the Chief Compliance Officer duplicate confirmations of all transactions and duplicate account statements. In the case of (i) a Covered Person that is a temporary employee whose anticipated period of continuous employment will not exceed 4 months, or an Exempt Person; or (ii) the refusal or inability of a broker or custodian to furnish duplicate confirmations and account statements, then the Covered Person will be permitted, at the discretion of the Chief Compliance Officer, to furnish exact copies of transaction confirmations and account statements, in lieu of instructing a broker or custodian to deliver duplicates.

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2.Each Covered Person shall report all Personal Securities Transactions during a calendar quarter to the Chief Compliance Officer or his or her designee no later than thirty days after the end of the quarter.

Quarterly transaction reports shall include the following information:

For each transaction, the:

·date of the transaction;

·title and type of security, interest rate and maturity date (if applicable), exchange ticker symbol or CUSIP number (as applicable), number of shares and the principal amount of each security involved;

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

·price at which the transaction was effected;

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

·date the report is submitted.

In addition, for each account established during the quarter in which securities are held for the benefit of a Covered Person, the quarterly report shall include the:

·name of the broker, dealer, mutual fund company or bank with whom the account was established;

·date the account was established; and

·date the report is submitted.

3.Reports relating to the Personal Securities Transactions of the Chief Compliance Officer shall be delivered to the General Counsel, Associate Counsel or Compliance Manager, provided that the person to whom they are delivered is not then the Chief Compliance Officer.

4.To the extent reports may be deemed to be required by entities or accounts described in Section III.B .3. of this Code (see p. 12), such reporting requirements shall be satisfied by the records maintained by Artisan Partners’ trading and accounting systems.

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B. Form of Reports.

Reports of Personal Securities Transactions may be in any form (including copies of broker confirmations or monthly or quarterly statements, provided those broker confirmations or statements are received no later than 30 days after the end of the applicable calendar quarter), but must include the information required by Section IV.A.2.

No further reporting will be required of (i) a Personal Securities Transaction executed through Artisan Partners’ trading desk, or (ii) a Personal Securities Transaction in units of any pooled investment vehicle the investment adviser or general partner of which is Artisan Partners or an affiliate of Artisan Partners, because the necessary information is available to the Chief Compliance Officer.

Any Personal Securities Transaction of a Covered Person that for any reason does not appear in the trading or brokerage records described above (for example, the receipt of certificated securities by gift or inheritance) shall be reported as required by Section IV.A.2.

C. Disclosure of Employment—Spouse or Immediate Family Member.

Any Covered Person whose spouse or immediate family member sharing the same household is employed by an investment adviser or securities broker-dealer or who is employed by any company that the Covered Person knows does business with Artisan is required to disclose the identify of the employer to the Chief Compliance Officer or his or her designee. Disclosure is required, if applicable, upon the commencement of a Covered Person’s employment with Artisan and annually thereafter.

D. Certification of Receipt of Code and Compliance.

A copy of the Code will be furnished to each new Artisan employee or person working on Artisan premises covered by the Code upon commencement of employment or the work relationship. A copy of any amendment of the Code will be furnished to all Covered Persons. Each person who receives a copy of the Code, including any amendment, is required to acknowledge receipt in writing or electronically. Each Covered Person (including each Exempt Person, with respect to applicable Code provisions) is required to certify annually that (i) he or she has read and understands the Code, (ii) recognizes that he or she is subject to the Code, and (iii) he or she has disclosed or reported all Personal Securities Transactions required to be disclosed or reported under the Code. Artisan Partners’ Chief Compliance Officer shall annually distribute a copy of the Code and request certification in writing or electronically by all Covered Persons and shall be responsible for ensuring that all personnel comply with the certification requirement.

Each Covered Person who has not engaged in any Personal Securities Transaction during the preceding year for which a report was required to be filed pursuant to the Code shall include a certification to that effect in his or her annual certification.

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V.Exemptions

A. Exempt Transactions and Securities.

The provisions of this Code are intended to restrict the personal investment activities of Covered Persons only to the extent necessary to accomplish the purposes of the Code. Therefore, the prohibition on short-term trading and the preclearance and reporting provisions of this Code shall not apply to the following Personal Securities Transactions:

1.Purchases or sales effected in any account over which the persons subject to this Code have no direct or indirect influence or control (i.e., transactions effected for a Covered Person by a trustee of a blind trust);

2.Purchases or sales of:

a.securities that are direct obligations of the U.S. government (that is, U.S. treasury bills, notes and bonds);

b.shares of open-end investment companies (mutual funds) that are not Fund Clients; and

c.bank certificates of deposit, banker’s acceptances, repurchase agreements or commercial paper.

3.Participation in and acquisition of securities through an issuer’s dividend reinvestment plan (“DRP”), or through the automatic reinvestment of dividends or income occurring in an investment account, although sales of securities acquired in a DRP or through the automatic reinvestment of dividends or income must still be precleared and are subject to the reporting requirements.

B. Individual Exemptions.

There may be circumstances from time to time in which the application of this Code produces unfair or undesirable results and in which a proposed transaction is not inconsistent with the purposes of the Code. Therefore, each of the Chief Compliance Officer, General Counsel or Compliance Manager may grant an exemption from any provision of this Code except the reporting requirements, provided that the person granting the exemption based his or her determination to do so on the ground that the exempted transaction is not inconsistent with the purposes of this Code or the provisions of Rule 17j-1(a) under the Investment Company Act of 1940 and Rule 204A-1 under the Investment Advisers Act of 1940, and documents that determination in writing. Copies of each of Rule 17j-1 and Rule 204A-1 are available upon request from the Chief Compliance Officer.

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VI.Management’s Reporting

A.  Report to the Board of Artisan Funds.

The management of Artisan Partners and an appropriate officer of Artisan Funds (who may be a member of the management of Artisan Partners) shall submit an annual report to the board of Artisan Funds that:

1.summarizes existing procedures concerning personal investing and any changes in those procedures during the past year;

2.describes issues that arose during the previous year under the Code or procedures concerning personal investing, including but not limited to information about material violations of the Code and sanctions imposed;

3.certifies to the board of Artisan Funds that Artisan Partners and Artisan Distributors have adopted procedures reasonably necessary to prevent employees who are Covered Persons that are affiliated with Artisan Partners or Artisan Distributors from violating the Code; and

4.identifies any recommended changes in existing restrictions or procedures based upon experience under the Code, evolving industry practices, or developments in applicable laws or regulations.

B.  Report to the Board of a Sub-Advised Fund.

The management of Artisan Partners shall submit an annual report to the board of each Sub-Advised Fund (which may be in the format specified by the Sub-Advised Fund) that:

1.summarizes existing procedures concerning personal investing and any changes in those procedures during the past year relating to Covered Persons who assist Artisan Partners in providing investment services to the Sub-Advised Fund;

2.describes issues that arose during the previous year under the Code or procedures concerning personal investing of Covered Persons who assist Artisan Partners in providing investment services to that Sub-Advised Fund, including but not limited to information about material violations of the Code by such Covered Persons, and sanctions imposed;

3.certifies to the board of that Sub-Advised Fund, that Artisan Partners and Artisan Distributors have adopted procedures reasonably necessary to prevent employees who are Covered Persons who assist Artisan Partners in providing investment services to that Sub-Advised Fund from violating the Code; and

4.identifies any recommended changes in existing restrictions or procedures relating to Covered Persons who assist Artisan Partners in providing investment services to that Sub-Advised Fund based upon experience under the Code, evolving industry practices, or developments in applicable laws or regulations.

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C.  Reporting to Artisan Partners’ Management.

The Chief Compliance Officer shall report the following to the management of Artisan Partners:

1.Special Reports. The Chief Compliance Officer shall promptly report the existence of any potential violation of this Code to management of Artisan Partners if, in the reasonable judgment of the Chief Compliance Officer, such potential violation would constitute a material violation of this Code. Such report shall include all material and relevant details, which may include (1) the name of particular securities involved, if any; (2) the date(s) the Chief Compliance Officer learned of the potential violation and began investigating; (3) the accounts and individuals involved; (4) actions taken as a result of the investigation, if any; and (5) recommendations for further action.

2.Regular Reports. On an as-needed or periodic basis, the Chief Compliance Officer shall report to the management of Artisan Partners as it may request, which may include some or all of the following:

i.a summary of existing procedures under the Code;

ii.a summary of changes in procedures made in the last year;

iii.full details of any investigation since the last report (either internal or by a regulatory agency) of any suspected insider trading, the results of the investigation and a description of any changes in procedures prompted by any such investigation;

iv.an evaluation of the current procedures and a description of anticipated changes in procedures; and

v.a description of Artisan Partners’ continuing educational program regarding insider trading, including the dates of such programs since the last report to management.

VII.Enforcement of the Code and Consequences for Failure to Comply

The Chief Compliance Officer shall be responsible for promptly investigating all reports of possible violations of the provisions of this Code.

Compliance with this Code of Ethics is a condition of employment by Artisan Partners, status as a registered representative of Artisan Distributors, and retention of positions with Artisan Funds. Taking into consideration all relevant circumstances, Artisan Partners will determine what action is appropriate for any breach of the provisions of the Code. Possible actions include letters of sanction, suspension or termination of employment, removal from office, or permanent or temporary limitations or prohibitions on Personal Securities Transactions more extensive than those generally applicable under the Code. In addition, Artisan Partners may report conduct

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believed to violate the law or regulations applicable to Artisan Partners or the Covered Person to the appropriate regulatory authorities.

Reports filed pursuant to the Code will be maintained in confidence but will be reviewed by Artisan Partners, Artisan Distributors or Artisan Funds to verify compliance with the Code. Additional information may be required to clarify the nature of particular transactions.

VIII.Retention of Records

Artisan Partners’ Chief Compliance Officer shall maintain the records listed below, which may be in hard copy or electronic format, for a period of five years at Artisan Partners’ principal place of business in an easily accessible place:

A.a list of all Covered Persons during the period;

B.receipts signed by all persons subject to the Code acknowledging receipt of copies of the Code and acknowledging that they are subject to it;

C.a copy of each Code of Ethics that has been in effect at any time during the period;

D.a copy of each report filed pursuant to the Code, including the annual report provided to the board of each Fund Client, and a record of any known violation and action taken as a result thereof during the period; and

E.records evidencing prior approval of, and the rationale supporting, an acquisition by a Covered Person of securities in an initial public offering or in a private placement.

Record of Dates of Adoption and Amendment

Adopted:March 27, 1995

Amended:July 18, 1996

August 6, 1998

April 28, 1999

January 27, 2000

April 27, 2000

August 10, 2000 (APLP)

October 27, 2000 (All)

January 1, 2001 (adopted by APLP & Distributors; approved by Artisan Funds Board January 18, 2001)

May 1, 2001 (adopted by APLP & Distributors; approved by Artisan Funds Board April 24, 2001)
May 16, 2001 (adopted by APLP & Distributors; approval by Artisan Funds Board October 25, 2001)

May 1, 2002 (adopted by APLP & Distributors; approval by Artisan Funds Board May 2, 2002)
April 15, 2003 (adopted by APLP & Distributors; approval by Artisan Funds Board April 15, 2003)

October 27, 2003 (adopted by APLP & Distributors; approval by Artisan Funds Board December 19, 2003)

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May 14, 2004 (adopted by APLP & Distributors; approval by Artisan Funds Board May 18, 2004)

January 24, 2005 adopted, January 31, 2005 effective (adopted by APLP & Distributors; approved by Artisan Funds Board May 5, 2005)

March 28, 2006 adopted and effective (adopted by APLP & Distributors; approved by Artisan Funds Board May 10, 2006)

May 4, 2007 adopted and effective (adopted by APLP & Distributors; approved by Artisan Funds Board May     , 2007)

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APPENDIX A — DEFINITIONS

When used in this Code, the following terms have the meanings described below:

A.Chief Compliance Officer. The Code contains many references to the Chief Compliance Officer. The Chief Compliance Officer shall mean such person as may be designated by Artisan Partners to fill such role from time to time. References to the Chief Compliance Officer also include, for any function, any person designated by the Chief Compliance Officer as having responsibility for that function from time to time and subject to the Chief Compliance Officer’s supervision. If the Chief Compliance Officer is not available, reports required to be made to the Chief Compliance Officer, or actions permitted to be taken by the Chief Compliance Officer, may be made to or taken by the General Counsel or the Compliance Manager.

B.Covered Person. A Covered Person is defined to include each and every employee of Artisan Partners and Artisan Distributors and each person working on the premises of Artisan Partners or Artisan Distributors (such as a temporary employee, independent contractor or consultant). In general, each Covered Person is subject to each provision of the Code of Ethics. An Exempt Person (as defined below) is considered to be a Covered Person but will be exempted from certain provisions of the Code, as stated in the Code itself. In addition, a Covered Person may be granted an exception from certain provisions of the Code on a case-by-case basis by the Chief Compliance Officer.

C.Exempt Person. An Exempt Person is an employee or a person working on the premises of Artisan Partners who, because of the nature of his or her employment with Artisan Partners, has little or no opportunity to acquire knowledge relating to Artisan Partners’ investment decisions before they are implemented. Exempt Persons may include:

·part-time and/or temporary employees whose duties are limited to clerical or similar functions that are not investment-related; or

·independent contractors, consultants, interns or seasonal employees whose duties are not investment- related and do not otherwise have routine access to information about investment decisions before they are implemented.

An Exempt Person will be specifically advised of his or her status as an exempt person by the Chief Compliance Officer. The Chief Compliance Officer may, at any time, determine that a person’s status as an Exempt Person has changed and may, by notice to the person, revoke that status.

D.Inside Information. Inside information is information that is both material and non-public that was (i) acquired in violation of a duty to keep the information confidential, or (ii) misappropriated. For example, if an officer of an issuer breaches his duty to the issuer and conveys information that should have been kept confidential, that information is “inside information,” even if you learn it third- or fourth-hand. In contrast, a conclusion drawn by a securities analyst from publicly available information is not inside information, even if the analyst’s conclusion is both material and non-public.

Deciding whether information that is material and non-public is “inside” information is often difficult. For that reason, Artisan Partners’ policies are triggered if you are aware of material, non-public information, whether or not the information is “inside” information that will result in a trading restriction.

1.Material Information. Information is “material” when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this is information whose disclosure will have a substantial effect on the price of a company’s securities. No simple “bright line” test exists to determine when information is material; assessments of materiality involve a highly fact-specific inquiry. For this reason, you

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should direct any questions about whether information is material to the General Counsel, Chief Compliance Officer or Associate Counsel.

Material information often relates to a company’s results and operations including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.

Material information also may relate to the market for a company’s securities. Information about a significant order to purchase or sell securities may, in some contexts, be deemed material. Similarly, prepublication information regarding reports in the financial press also may be deemed material. For example, the Supreme Court upheld the criminal convictions of insider trading defendants who capitalized on prepublication information about The Wall Street Journal’s Heard on the Street column.

2.Non-Public Information. Information is “public” when it has been disseminated broadly to investors in the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. For example, information is public after it has become available to the general public through a public filing with the SEC or some other governmental agency, the Dow Jones “tape” or The Wall Street Journal or some other publication of general circulation, and after sufficient time has passed so that the information has been disseminated widely.

E.Personal Securities Transaction. The Code regulates Personal Securities Transactions as a part of the effort by each Fund Client, Artisan Partners and Artisan Distributors to detect and prevent conduct that might violate the general prohibitions outlined above. A Personal Securities Transaction is a transaction in a security in which the Covered Person has a beneficial interest.

1.Security. Security is defined very broadly, and means any note, stock (including mutual fund shares), bond, debenture, investment contract, or limited partnership interest, and includes any right to acquire any security (an option or warrant, for example).

2.Beneficial interest. You have a beneficial interest in a security in which you have, directly or indirectly, the opportunity to profit or share in any profit derived from a transaction in the security, or in which you have an indirect interest, including beneficial ownership by your spouse or minor children or other dependents living in your household, or your share of securities held by a partnership of which you are a general partner. Technically, the rules under section 16 of the Securities Exchange Act of 1934 will be applied to determine if you have a beneficial interest in a security (even if the security would not be within the scope of section 16). Examples of beneficial interest are attached as Appendix B.

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APPENDIX B — EXAMPLES OF BENEFICIAL INTEREST

For purposes of the Code, you will be deemed to have a beneficial interest in a security if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security. Examples of beneficial ownership under this definition include:

·securities you own, no matter how they are registered, and including securities held for you by others (for example, by a custodian or broker, or by a relative, executor or administrator) or that you have pledged to another (as security for a loan, for example);

·securities held by a trust of which you are a beneficiary (except that, if your interest is a remainder interest and you do not have or participate in investment control of trust assets, you will not be deemed to have a beneficial interest in securities held by the trust);

·securities held by you as trustee or co-trustee, where either you or any member of your immediate family (i.e., spouse, children or descendants, stepchildren, parents and their ancestors, and stepparents, in each case treating a legal adoption as blood relationship) has a beneficial interest (using these rules) in the trust.

·securities held by a trust of which you are the settlor, if you have the power to revoke the trust without obtaining the consent of all the beneficiaries and have or participate in investment control;

·securities held by any partnership in which you are a general partner, to the extent of your interest in partnership capital or profits;

·securities held by a personal holding company controlled by you alone or jointly with others;

·securities held by (i) your spouse, unless legally separated, or you and your spouse jointly, or (ii) your minor children or any immediate family member of you or your spouse (including an adult relative), directly or through a trust, who is sharing your home, even if the securities were not received from you and the income from the securities is not actually used for the maintenance of your household; or

·securities you have the right to acquire (for example, through the exercise of a derivative security), even if the right is not presently exercisable, or securities as to which, through any other type of arrangement, you obtain benefits substantially equivalent to those of ownership.

You will not be deemed to have beneficial ownership of securities in the following situations:

·securities held by a limited partnership in which you do not have a controlling interest and do not have or share investment control over the partnership’s portfolio; and

·securities held by a foundation of which you are a trustee and donor, provided that the beneficiaries are exclusively charitable and you have no right to revoke the gift.

These examples are not exclusive. There are other circumstances in which you may be deemed to have a beneficial interest in a security. Any questions about whether you have a beneficial interest should be directed to the Chief Compliance Officer, General Counsel, Associate Counsel or Compliance Manager.

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EX-99.B(P)(20)

Exhibit 99 B(p)(20)

PRINCIPAL GLOBAL INVESTORS, LLC
PRINCIPAL REAL ESTATE INVESTORS, LLC

CODE OF ETHICS

February 4, 2008

Principal Global Investors, LLC (“PGI”) and Principal Real Estate Investors, LLC (“PrinREI”) (collectively, the “Adviser” or “Advisers”) have adopted this Code of Ethics (the “Code”). The principal objectives of the Code are to provide policies and procedures consistent with applicable laws and regulations, including Rule 204A-1 under the Investment Advisers Act of 1940; and to prevent conflicts of interests or the appearance of such conflicts when officers, directors, supervised persons, employees and other persons of the advisers own or engage in transactions involving securities.

Employees of the Advisers are also subject to the Principal Financial Group Corporate Code of Ethics which can be found on the Principal Global Investors Compliance Portal of the Inside The Principal® intranet site. Employees are reminded that they are also subject to other policies including policies on insider trading, the handling of all internally distributed proprietary and confidential information, and information barriers, among others.

Responsibility for this Code is vested in the Chief Compliance Officer of the Adviser. However, the responsibility for implementing this Code on a day-to-day basis falls on all employees and especially staff that are in supervisory and management roles. Employees with questions are strongly urged to consult with the Compliance Department prior to taking the action in question. The following are the primary Compliance contacts for questions regarding the Code:

PGI Senior Compliance Analyst	PGI Compliance Associate
Niki Sawyer	Wynell Kisner
515-362-1412	515-247-5597
Sawyer.Niki@principal.com	Kisner.Wynell@principal.com
PGI North America Chief Compliance Officer	PGI Global Chief Compliance Officer
Minoo Spellerberg	Jeffrey Hiller
515-248-3082	515-235-57-37
Spellerberg.Minoo@principal.com	Hiller.Jeffrey@principal.com
PFG Chief Compliance Officer
Martha Shepard
515-235-5812
Shepard.Martha@principal.com

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TABLE OF CONTENTS

				Page
I.	Definitions			4
	A.	Access Person		4
	B.	Adviser		4
	C.	Beneficial Ownership		4
	D.	Covered Accounts		4
	E.	Covered Securities		4
	F.	Employee		4
	G.	Federal Securities Laws		5
	H.	Investment Club		5
	I.	Portfolio Managers		5
	J.	Private Investments		5
	K.	Reportable Fund		5
	L.	Reportable Security		5
	M.	Restricted List		5
	N.	Supervised Person		5
II.	General Principles			6
	A.	Statement of Purpose and General Principles		6
	B.	Standards of Business Conduct		6
	C.	Promptly Report Violations of the Code		6
	D.	Statutory Grounds for Disqualification from Employment		7
III.	Personal Securities Transactions – Rules			8
	A.	Restricted and Prohibited Transactions		8
	B.	Exempt Securities and Transactions		8
		1.	Exempted Securities	8
		2.	Exempted Transactions	9
	C.	Specific Rules Applicable to Portfolio Managers and Investment Personnel		9
		1.	Seven Day Black-out Periods	9
		2.	Purchasing an Investment for a Fund/Account that is a Personal Holding	9
		3.	Establishing Positions Counter to Fund/
			Account Positions	10
	D.	Special Rules Applicable to Directors of the Adviser		10
	E.	Principal Real Estate Investors Access Persons – Additional Rules		11
	F.	Personal Trading Monitoring System		11

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	G.		Pre-Clearance of Securities Transactions			11
			1.	How to Pre-Clear		12
				a.	On-line Pre-Clearance	12
				b.	Compliance Dept. Pre-Clearance	12
			2.	Standard of Review for Pre-Clearance of Trades		12
	H.		Purchase of Private Placements			12
	I.		Purchase and Sale of PFG			13
IV.	Reporting Requirements					13
	A.	Initial Holdings Report				13
	B.	Quarterly Holdings Report				13
	C.	Annual Holdings Report				14
	D.	Initial and Annual Certification of Compliance				14
V.	Gifts					14
VI.	Service as a Director and Outside Business Interests					15
	A.	Service as a Director				15
	B.	Outside Business Activities				15
VII.	Administration and Sanctions					15
VII.	Forms
	Schedule A					17
	Schedule B					19
	Schedule C					21

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I.DEFINITIONS

A.Access Person: Any officer, director, employee or other person of the Adviser (including any of the adviser’s supervised persons) who has access to nonpublic information regarding any clients’ purchase or sale of securities; has access to nonpublic information regarding the portfolio holdings of any advisory client; is involved in making securities recommendations to clients; or has access to such recommendations that are nonpublic. Positions held by consultants, contractors, temporary employees, interns, co-op students and PFG HR and Legal staff supporting the Adviser are deemed an Access Person unless otherwise evaluated by the Compliance Department not to have access or potential access to nonpublic information, as described above. All Employees of the Adviser are deemed to be “Access Persons” under this Code. (“Access Person” and “Employee” have the same meaning and are used interchangeably in the Code).

B.Adviser: means Principal Global Investors, LLC and Principal Real Estate Investors, LLC.

C.Beneficial Ownership: shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 when determining whether a person is a beneficial owner of a security.

For example, the term “Beneficial ownership” shall encompass: securities in the person’s own account(s); securities owned by members of the person’s immediate family sharing the same household; a person’s proportionate interest in the portfolio of securities held by a partnership, trust, corporation or other arrangements; and securities a person might acquire or dispose of through the exercise or conversion of any derivative security (e.g. an option, whether presently exercisable or not). See Covered Accounts.

D.Covered Accounts: shall include any account that an Access Person has, or acquires any direct or indirect beneficial ownership in a security held in the account. Generally, an Access Person is regarded as having a beneficial ownership of securities held in an account in the name of: (1) the individual; (2) a spouse, minor child, immediate family member or dependant of the Access Person sharing the same household; (3) a relative sharing the same household; (4) another person (i) if the Access Person obtains benefits substantially equivalent to ownership of the securities; (ii) can obtain ownership of the securities immediately or at some future time (i.e. inheritance); or (iii) can have investment discretion or otherwise exercise control.

E.Covered Securities: shall include all securities, any option to purchase or sell, and any securities convertible into or exchangeable for such securities. For example, covered securities include but are not limited to individual securities, open-end and closed-end mutual funds, exchange traded funds and unit investment trusts. Certain securities are exempted from this definition. See Exempted Securities at Section III.B.1.

F.Employee: shall have the same meaning as Access Person.

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G.Federal Securities Laws: means the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, (and all rules adopted under those Acts) the Sarbanes-Oxley Act of 2002, Title V of the GrammLeach-Bliley Act, the Bank Secrecy Act, and all rules adopted under any of these statutes by the Securities and Exchange Commission or the Department of the Treasury.

H.Investment Club: means a group of individuals who combine their funds for the purpose of making investments and advancing their investment education.

I.Portfolio Managers: means individuals entrusted with the direct responsibility and authority to make investment decisions for or affecting the accounts of the Adviser’s clients.

J.Private Investments - Generally, private investments involve the sale of securities to a relatively small number of qualified investors in a private transaction, rather than through an exchange or over the counter market. Private investments may not have to be registered with the Securities and Exchange Commission and in many cases detailed financial information is not disclosed. Examples include, but are not limited to hedge funds, limited partnerships, and private equity transactions.

K.Reportable Fund: means (i) any fund for which the Adviser serves as an investment adviser as defined by the Investment Company Act of 1940; or (ii) any fund whose investment adviser or principal underwriter controls the Adviser, is controlled by the Adviser, or is in common control with the Adviser.

L.Reportable Security: means all securities except that it does not include direct obligations of the Government of the United States; banker’s acceptances; bank certificates of deposit; commercial paper; high quality short-term debt instruments, including repurchase agreements; shares issued by money market funds; shares issued by open-end funds other than funds advised or sub-advised by the Adviser or an affiliate of the Adviser and proprietary funds; and shares issued by unit investment trusts (“UIT”) that are invested exclusively in one or more open-end mutual funds, none of which are advised or sub-advised by the Adviser or an affiliate of the adviser. Security includes, but is not limited to fixed income securities, equity securities, securities based on indices, I-Shares, exchange traded funds (ETF), options and limited or private placement offerings of securities.

M.Restricted List: The Restricted List includes the names of all securities that the Adviser (1) is currently buying or selling, and (2) all securities currently held in client accounts.

N.Supervised Person: is any officer, director (or other person occupying a similar status or performing similar functions), or employee of the Adviser, or other person who provides investment advice on behalf of the Adviser and is subject to the supervision and control of the Adviser.

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II.GENERAL PRINCIPLES

A.STATEMENT OF PURPOSE AND GENERAL PRINCIPLES

Principal Global Investors, LLC and Principal Real Estate Investors, LLC (collectively the “Adviser”) have adopted this Code of Ethics (the “Code”). The principal purposes of this Code are to:

Provide policies and procedures consistent with applicable laws and regulations, including Rule 204A-1 under the Investment Advisers Act of 1940 and Rule 17j-1 under the Investment Company Act of 1940; and

Prevent conflicts of interests or the appearance of such conflicts when officers, directors, supervised persons, employees and other persons of the advisers own or engage in transactions involving securities.

Employees of the Adviser are also subject to the Principal Financial Group (PFG) Corporate Code of Ethics and other PFG policies which can be found on the Principal Global Investors Compliance Portal of the Inside The Principal® intranet site.

B.STANDARDS OF BUSINESS CONDUCT

The following standards of business conduct shall govern personal investment activities and interpretation and administration of this Code:

·The interests of advisory clients must be placed first at all times;

·All personal securities transactions must be conducted 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;

·Supervised persons should not take advantage of their positions; and

·Supervised persons must comply with applicable federal securities laws.

The Code does not attempt to identify all possible conflicts of interests, and literal compliance with each of its specific provisions will not shield supervised and/or advisory personnel from liability for personal trading or other conduct that violates a fiduciary duty to advisory clients.

C.PROMPTLY REPORT VIOLATIONS OR POSSIBLE VIOLATIONS OF THE CODE

The Investment Advisers Act requires all Employees of an investment adviser “to report any violations of your code of ethics promptly to your chief compliance officer or other persons designated.” Accordingly if you commit a violation or become aware of a violation you must promptly report this to the Advisers Chief Compliance Officer or their designee contacts listed on the cover page of the Code. Those contacts shall promptly report any violations to the Chief Compliance Officer.

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In addition, staff can also utilize the PFG “Whistle Blower” process found at: http://inside.principal.com/gfr/brc/busprac/whistleblower.shtm. Any information passed through the Whistleblower process will remain confidential.

In addition, the Ethics Hotline can be used at 1-866-858-4433. The Ethics Hotline is staffed 24 hours a day, seven days a week.

D.STATUTORY GROUNDS FOR DISQUALIFICATION FROM EMPLOYMENT

The Adviser mandates that no officer, director or employee of the Adviser may become or continue to remain an officer, director or employee without an exemptive order issued by the U.S. Securities and Exchange Commission if such director, officer or employee within the past thirteen years or during the course of employment:

·has been charged with, convicted of, or plead guilty or no contest to any felony or misdemeanor or of a substantially equivalent crime by a foreign court of competent jurisdiction involving the purchase or sale of any security, the taking of false oath, the making of a false report, bribery, perjury, burglary, or conspiracy to commit such offense, or has been convicted of any crime that is punishable by imprisonment for 1 year or more years that is not described above;

·has been charged with, convicted of, or plead guilty or no contest to any felony or misdemeanor or of a substantially equivalent crime by a foreign court involving the purchase or sale of any security; or arising out of their conduct as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities dealer, transfer agent or entity or person require to register under the U.S. Commodity Exchange Act, or as an affiliated salesman or employee of any investment company, bank, insurance company or entity or person required to be registered under the Commodity Exchange Act; or

·Is or becomes permanently or temporarily enjoined by any court from (i) acting as an underwriter, broker, dealer, investment adviser, municipal securities dealer, transfer agent, or entity or person required to be registered under the U.S. Commodity Exchange Act, or as an affiliated salesman or employee of any investment company, bank, insurance company or entity or person required to be registered under the Commodity Exchange Act; or (ii) engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any security.

It is your obligation to immediately report any conviction or injunction falling within the foregoing provisions to the Chief Compliance Officer of the Adviser (or their designee).

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III.PERSONAL SECURITIES TRANSACTIONS RULES

A.Restricted and Prohibited Transactions

The following restrictions and limitations govern Personal Securities Transactions for all Employees/Access Persons:

1.Pre-clearance approval of all trades is valid for 2 calendar days. If the trade is not executed or completed within 2 calendar days of approval, a new pre-clearance approval will be required on the third day. This applies to all market and limit orders, good-till-cancelled orders, and stop loss orders.

2.No Access Person may acquire any security in an initial public offering (“IPO”).

3.No Access Person may sell short any security on the Restricted List.

4.An Access Person may be limited in the number of shares or principal amount of a Security listed on the Restricted List. They also may not be allowed to purchase or sell a Security at all. If permission is granted to trade a Security on the Restricted List, the maximum amount of shares that may be traded each calendar quarter is the greater of 500 shares or 1% of the daily average trading volume during the 90 days prior of the date of the request.

5.No Access Person may participate in Investment Clubs.

6.Reportable Securities that are purchased must be held for 60 calendar days prior to sale. If sold before the 60 calendar day holding period, any profits realized (or loss avoided) on the sale of a covered security prior to the 60 calendar day holding period must be disgorged to a charitable organization designated by the Adviser.

7.Reportable Securities sold may not be purchased at a lower price until at least 60 calendar days from the sale trade date.

8.No option may be purchased or written if the expiration date is less than 60 calendar days from the date of purchase. No option position may be closed less than 60 calendar days from the date it is established.

B.Exempt Securities and Transactions

1.Exempted Securities

The securities listed below are exempt from the pre-clearance requirement, the initial, quarterly and annual reporting requirements and holding periods:

a.Direct Obligations of the Government of the United States

b.Banker’s acceptances

c.Bank certificates of deposit

d.Commercial paper

e.High quality short-term debt instrument, including repurchase agreements

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f.Shares issued by money market funds

g.Shares issued by open-end mutual funds other than funds advised or sub-advised by the Adviser or an affiliate of the Adviser and proprietary funds. (Note: Exchanged Traded Funds (ETF) and I-Shares are not exempt and must be pre-cleared).

h.Shares issued by unit investment trusts (“UIT”) that are invested exclusively in one or more open-end mutual funds, none of which are advised or sub-advised by the Adviser or an affiliate of the Adviser.

2.Exempted Transactions

The transactions listed below are exempt from the pre-clearance requirement, but are still subject to the initial, quarterly and annual reporting requirements and 60 calendar day holding period:

a.Transactions in open-end mutual funds advised or sub-advised by the Adviser or an affiliate of the Adviser.

b.Transactions in Proprietary funds (including Principal mutual funds underlying principal variable life and variable annuity contracts).

c.Transactions in Principal stock.

However, see requirements in Section III. I.

d.Foreign currency transactions (these are not deemed securities).

e.Securities acquired through an employer-sponsored automatic payroll deduction plan. Initial account set-up of brokerage self-directed plan must be disclosed but ongoing purchases do not have to be pre-cleared. However, all sales must be pre-cleared and reported.

f.The acceptance of stock dividends resulting from securities already owned under a dividend reinvestment plan or in an automatic investment plan for the purchase of securities already owned. (Note: the initial purchase or establishment of an automatic investment plan or dividend investment plan must be pre-cleared.)

g.Purchases or sales which are non-volitional on the part of the Access Person in a fully discretionary managed account (where the Access Person has no investment authority and the broker-dealer makes all investment decisions). Such account must be reported to the Compliance Department prior to opening.

C.Specific Rules Applicable to Portfolio Managers and Investment Personnel Authorized to Trade on Client Accounts

1.Seven-Day Blackout Periods for Portfolio Managers/Investment Personnel Authorized to Trade on Fund/Account. No portfolio manager/investment personnel authorized to trade on a Fund/managed account may purchase or sell a security for a personal account in which he/she has direct or indirect Beneficial ownership within seven calendar days before and after a client account that he/she manages, advises or executes trades, trades in that security.

2.Purchasing an Investment for a Fund/Account that is a Personal Holding. A portfolio manager/investment personnel authorized to trade on a Fund/managed accounts who are purchasing or selling an investment for a

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Fund/managed account that is also a personal holding of the portfolio manager/investment personnel in a Covered Account shall disclose such holding to his/her supervisor and the Compliance Department before making such investment for the Fund/managed account. A portfolio manager’s/investment personnel’s holdings, however, shall have no affect on the Fund/managed account’s ability to trade. Any purchase or sale for the portfolio must then be reviewed and approved by a Portfolio Manager/Investment Personnel who does not have an interest in the Security or issuer and such review must be documented in writing and maintained.

3.Establishing Positions Counter to Fund/Account Positions. No portfoliomanager/investment personnel authorized to trade on a Fund/managed account may establish a long position in his/her personal account in a security if the Fund/managed account for which he/she has investment authority maintains a position that would benefit from a decrease in the value of such security. For example, the portfolio manager/investment personnel would be prohibited from establishing a long position if (1) the Fund/managed account holds a put option on such security (aside from a put purchased for hedging purposes where the Fund/managed account holds the underlying security); (2) the Fund/managed account has written a call option on such security; or (3) the Fund/managed account has sold such security short, other than “against-the-box.”

No portfolio manager/investment personnel may purchase a put option or write a call option where a Fund/managed account for which such person has investment authority holds a long position in the underlying security.

No portfolio manager/investment personnel may short sell any security where a Fund/managed account for which such person has investment authority holds a long position in the same security or where such Fund/managed account otherwise maintains a position in respect of which the Fund/managed account would benefit from an increase in the value of the security.

D.Special Rules Applicable to Directors of the Adviser

Any Director of an affiliated adviser is considered an Access Person of that Adviser and subject to their Code of Ethics as a matter of presumption. Any Director of the Adviser who also serves as a Director of an affiliated adviser shall be examined with regard to the affiliated adviser for their access to the affiliated advisers’ nonpublic information regarding any clients’ purchase or sale of securities; access to nonpublic information regarding the portfolio holdings of any advisory client; is involved in making securities recommendations to clients; or access to such recommendations that are nonpublic as to each Adviser of which the Director is a member of the Board. To the extent that such Director does not have such access to the affiliated adviser, that Director may be exempt from pre-clearance of transaction after a full examination and written documentation of the findings.

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E.Principal Real Estate Investors Access Persons – Additional Rules

No Employee of PrinREI or Access Person of the Adviser that has access to PrinREI nonpublic information may purchase or sell a real estate investment property without the pre-approval of a PrinREI investment committee member and the Compliance Department. See Attached Schedule A – Real Estate Investment Property Approval Request Form.

F.Personal Trading Monitoring System

SunGard Personal Trading Assistant (SunGard PTA) is an intuitive browser-based application available on Principal’s intranet that automates compliance with personal securities trading regulations and the Adviser’s Code of Ethics. The functionality spans various areas of personal securities trading, which includes pre-trade authorization/post-trade reconciliation/ensuring comprehensive documented compliance with personal securities trading regulations.

Online accessibility is available on the Principal intranet only, which can be done outside of the office with a company laptop and VPN capability.

G.Pre-Clearance of Securities Transactions

All Access Persons must receive pre-clearance approval for all securities transactions from the Adviser’s Compliance Department prior to entering into any transaction. Pre-clearance approval is valid for 2 calendar days. If the trade is not executed or completed within 2 calendar days of approval, a new approval will be required on the third day. This applies to all market and limit orders, good-til-cancel orders, and stop loss orders.

Pre-clearance is not required for Exempted Securities (See Section III.B.1.) or Exempted Transactions (See Section III.B.2).

When seeking to purchase or sell securities for your personal account you should pay particular attention to the following most frequent Code violations noted by the Compliance Department, but still must observe all provisions of the Code:

·Failure to pre-clear a trade;

·Trading after the pre-clearance approval period has expired;

·Trading more shares than pre-cleared;

·Submitting a Pre-Trade Authorization Form (PTAF) after the trade was executed; and

·Trading before expiration of the 60 calendar day holding rule.

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1.How to Pre-Clear a Trade. Pre-clearance of a trade can be accomplished in one of two ways:

a.On-line Pre-Clearance – A PTAF must be filed online within SunGard PTA prior to trading. Approval/denial will be provided from the system immediately and a confirmation email will be sent to the Access Person.

·Approval is valid for 2 calendar days. Approved trades must be executed within 2 calendar days from the date the PTAF was approved

·Denied trades must not be executed

b.Alternative Methods of Pre-Clearance – Should an Access Person not have access to SunGard PTA on the Advisors’ intranet, they may call or email a trade pre-cleared through:

·The Compliance Department

·A Proxy

A proxy is a person who has been permitted to act on behalf of another person. An Adviser Access Person can be made a proxy for another Access Person. The Compliance Department can setup the proxy relationship upon request.

Access Persons must not execute the trade until they have received a confirmation from the Compliance Staff that the PTAF was approved. When seeking to pre-clear through alternative methods, Access Persons are required to provide the following information:

·Brokerage account information

·Cusip or ticker and name of security

·Price

·Quantity

·Buy/sell

2. Standard of Review for Pre-Clearance of Trades

The Compliance Department has the authority and discretion to determine whether to grant or deny pre-clearance of a trade. Access Persons may be limited in the number of shares or principal amount of a Security listed on the Restricted List (See Section III.A.4.). They also may not be allowed to purchase or sell a Security at all.

H.   Purchase of Private Investments

Private investments of any kind may only be acquired with prior approval of the Access Person’s supervisor and the Chief Compliance Officer. Any Access Person wishing to request approval for private investments must complete a Private Investments Approval Request Form. See Attached Schedule B - Private Investment Approval Request Form.

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I.Purchase and Sale of PFG

Holdings and transactions in PFG stock are subject to the initial, quarterly and annual reporting requirements as well as the 60 calendar day holding period.

The restrictions imposed by Principal Financial Group and other designated persons in connection with transactions in PFG stock are in addition to this Code and must be observed to the extent applicable. Employees are responsible for understanding whether they are subject to the Corporate Policy and Rules on trading in PFG stock. Please refer to the following links:

Corporate policy on the trading of PFG stock. http://inside.principal.com/gfr/brc/busprac/insidertradingstatement.shtm

IV.REPORTING REQUIREMENTS

A.Initial Holdings Report

All Access Persons must, within 10 calendar days of the date of their hire or appointment as an Access Person, furnish the Compliance Department an Initial Holdings Report current as of a date no more than 45 calendar days prior to the date the person becomes an Access Person containing the following information: (i) the name, type, number of shares, exchange ticker or CUSIP number, and principal amount of each Security in which the Access Person had any direct or indirect Beneficial Ownership at the time the report was prepared; (ii) the name and address of the broker, dealer, or bank at which the Access Person maintains any account during the period covered in which securities were held for the direct or indirect benefit of the Access Person; (iii) the account number of any account described above; and (iv) the date the report was prepared.

B.Quarterly Transactions Report

Access Persons shall file a report with the Compliance Department listing all of their personal Securities transactions during the previous calendar quarter in any Security (except Exempted Securities) in which such person has acquired any direct or indirect Beneficial Ownership. The report shall be in a format as required by the Compliance Department and filed within 30 calendar days following the end of such calendar quarter. The report shall contain the following information:

·The date of the transaction(s), the title, exchange ticker or CUSIP number, interest rate and maturity date (if applicable), number of shares, and principal amount of each Security involved;

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

·The price at which the transaction was effected;

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

·The date the report is submitted by the Access Person.

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Access Persons must have their personal Securities account at a firm approved by the Compliance Department and must direct brokerage and other firms with which they have Securities accounts to furnish to the Compliance Department on a timely basis duplicate copies of periodic statements and trade confirmations of all personal Securities transactions. Within two business days of opening a new Covered Account, the Compliance Department should be provided with the name of the broker, dealer, or bank for that account, the identifying number and name on the Covered Account, and the date the account was established.

C.Annual Holdings Report

Access Persons must submit an Annual Holdings Report to the Compliance Department using a statement or report that is dated no more than 45 calendar days prior to the date the report is submitted, containing the following information: (i) the name, type, number of shares, exchange ticker or CUSIP number, and principal amount of each Security in which the Access Person had any direct or indirect Beneficial Ownership at the time the report was prepared; (ii) the name and address of the broker, dealer, or bank at which the Access Person maintained any account during the period covered in which securities were held for the direct or indirect benefit of the Access Person; (iii) the account number of any account described above; and (iv) the date the report was prepared.

Access Persons will be required on an annual basis within 30 days of the request to verify that their holdings are complete and accurate in the SunGard PTA system.

D.Initial and Annual Certification of Compliance

The Chief Compliance Officer (or their designee) shall ensure that each Access Person receives a copy of this Code, any amendment thereto and a written acknowledgement of receipt to be signed and returned to the Chief Compliance Officer (or their designee). The Code is also available to all Access Persons via the intranet site.

All Access Persons will be required within 10 days of their appointment as an Access Person and annually thereafter to certify in writing that they have read and understand the Code and the Insider Trading Policy (“Policy”) and its applicability to them, that they have complied with the requirements of the Code and Policy, and that they have disclosed or reported all personal Securities transactions as required by the Code.

V.GIFTS

Access Persons are subject to the PFG Travel and Entertainment Policy and the PFG gift policy, found at http://inside.principal.com/gfr/brc/busprac/statement/gifts.shtm.

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All gifts greater than $US50 must be reported to the PFG Compliance Department. The Corporate gift form containing the following information shall be sent to the PFG Compliance Officer:

·Date Gift Received

·Description of Gift

·Details of Provider of the Gift

·Value of Gift

VI. SERVICE AS A DIRECTOR AND OTHER OUTSIDE BUSINESS INTERESTS

A.Service as a Director

Access Persons are prohibited from serving, unless prior approval is granted, on the board of directors of a publicly traded company where they will gain financial information or participate in the investment decisions of the organization.

Authorization is based on a determination that board service would be consistent with the interests of PFG and its clients.

Authorization needs to be obtained from the Chief Compliance Officer (or their designee). See Schedule C – Outside Business Activities and Service as a Director Approval Request Form.

B.Outside Business Activities

Access Persons must not undertake other business activities outside of the Adviser which may cause, or appear to cause, conflicts of interest. Access Persons must request approval from the Compliance Department for all outside business activities where Access Persons either have a controlling or influencing position, or receive monetary compensation for their involvement in that business. All outside employment needs to be submitted for review and approval. The Compliance Department may determine that such involvement in additional business is an actual or perceived conflict of interest with an Access Person’s current position. In this situation, actions will need to be taken to rectify the conflict. See Schedule C – Outside Business Activities and Service as a Director Approval Request Form.

VII. ADMINISTRATION AND SANCTIONS

The Chief Compliance Officer (or their designee) shall have the authority to interpret the Code and grant exceptions to the Code when appropriate, such as a hardship or exigent circumstances that warrant an exception. However, exceptions will be granted only on a rare occasion. When exceptions are granted the Chief Compliance Officer (or their designee) shall make a record and explain in writing the reasons and parameters of such exceptions.

The Chief Compliance Officer (or their designee) shall maintain a system for the regular review of all reports of personal securities transactions and holdings filed under this Code.

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Upon discovering a violation of this Code, the Chief Compliance Officer of the Adviser shall impose such sanctions as determined appropriate. Sanctions may include a letter of warning, suspension of personal Securities transactions, and other sanctions up to and including suspension or termination of employment.

Annually, those individuals charged with the responsibility for monitoring compliance with this Code shall prepare a written report to the Board of Directors of the Adviser that, at a minimum, will include:

·A certification that the Adviser has adopted procedures reasonably necessary to prevent Access Persons from violating the Code;

·Identification of material violations and sanctions imposed in response to those violations during the past year;

·A description of issues that arose during the previous year under the Code; and

·Recommendations, if any, as to changes in existing restrictions or procedures based upon experience with this Code, evolving industry practices and changes and developments in applicable laws or regulations.

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PRINCIPAL REAL ESTATE INVESTORS, LLC (“PrinREI”)
Schedule A

REAL ESTATE INVESTMENT PROPERTY APPROVAL REQUEST FORM

Name

Office Phone #

E-Mail

Department/Job Title

Purchase or Sale

Property Address

Property Type (residential, commercial, farm, etc.)

Intent of Purchase (development, commercial rental, etc.)

Planned Closing

Planned Holding Period (if purchasing)

Did the purchase opportunity arise due to PrinREI’s advisory activities on behalf of clients?

Did the purchase opportunity arise due to PrinREI’s relationship with service providers?

Are any service providers that are commonly used by PrinREI involved with this transaction?

If Yes to the above 3 questions, please describe

Note: You must also file an Outside Business Activities Form in advance with your local Compliance Department if you intend to act as an officer, director or hold a management position in any business or entity other than PGI/PrinREI or any of its affiliates.

By signing below, I certify that I understand that approval, if granted, is based upon the completeness and accuracy of the information provided herein and I agree to observe conditions imposed upon such approval.

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I represent that (i) I have read and understand the PGI/PrinREI Code of Ethics (the “Code”) and recognize that I am subject thereto; (ii) the above transaction is in compliance with the Code; (iii) to the best of my knowledge, the above proposed transaction does not represent a conflict of interest, or the appearance of a conflict of interest, with any PGI/PrinREI Advised Fund or Managed Account; (iv) and I have no knowledge of any pending client transactions in this property. Furthermore, I acknowledge that no action should be taken by me to effect the transaction listed above until I have received formal approval. I understand and acknowledge that this real estate transaction is in no way sponsored by PGI/PrinREI or any of its affiliates and shall give rise to no liability on the part of PGI/PrinREI or any of its affiliates whatsoever, whether by way of indemnification, insurance or otherwise.

Employee Signature	Employee – Print Name	Date
PrinREI Supervisor Signature	PrinREI Supervisor – Print Name	Date
Date Received by the Compliance Department

Chief Compliance Officer (or Designee)	o Approved		o Not Approved
Print Name		Title
Signature		Date

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PRINCIPAL GLOBAL INVESTORS, LLC (“PGI”)
PRINCIPAL REAL ESTATE INVESTORS, LLC (“PrinREI”)
Schedule C

OUTSIDE BUSINESS ACTIVITIES AND SERVICE AS DIRECTOR/OFFICER
APPROVAL REQUEST FORM

Name:

Office Phone:

E-Mail:

Department/Job Title:

I. Initial Disclosure of Outside Business Activities:

List below all outside business activities(1) you are involved in

Company Name Type of Business Title/Position Held Date You First Became
Involved With Activity

List any corporation of which you or a member of your immediate family directly or indirectly own, control, or hold the power to vote 5% or more of the outstanding voting securities. Please include the name of the organization, the date you first became involved with the organization, the nature of your involvement with the organization, and any other supporting documentation that may be deemed relevant.

List any joint ventures in which you participate outside your employment with PGI/PrinREI.

List any trustee or executor positions you hold other than those pertaining to your immediate family.

II. Pre-Clearance of serving as an Officer/Director and/or Outside Business Activities: Complete this section for each Officer/Director and/or outside business activity listed above or for any outside business activity you plan to engage in. Please note that all outside business activities must be pre-cleared through the completion and approval of this form, including any outside employment. Retain a copy of the completed form for your records.

1.	Do you currently serve, or do you plan to serve, as an officer, director/trustee, partner, or employee of any entity other than PGI/PrinREI?                                         o Yes                    o No
	·If you plan to serve, or currently serve, as a director/trustee, is the company publicly or privately held?
	o Publicly             o Privately
2.	Do you, or a member of your immediate family, own, or plan to own, directly or indirectly, 5% or more of the outstanding voting securities of any entity?  o Yes                    o No

(1) “Outside business activities” are described in the Code of Ethics and generally refer to your associations with any entities other than PGI/PrinREI or any of its affiliates.

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3.	Please provide the following information with respect to your Officer/Director and/or outside business activity or planned outside business activity:
	·	Name of outside entity:
		Address:
	·	Country or state of formation
		Is the company publicly or privately held?   o  Publicly        o Privately
	·	Type of business:
	·	Title or position:
				o  Director/Trustee	o Officer	o Shareholder
				o  Partner	o Employee	o Other
	·	Amount of compensation from the outside business activity, if any:  $
			Frequency of compensation from outside business activity:				o Weekly	o Bi-Weekly
							o Monthly	o Annually
	·	Amount and percentage of any stock ownership, partnership or other financial interest in this entity:
			Number of shares or units:
			Cost per share or unit:
			Percentage of total shares or units:
	·	Description of your activities, duties, and responsibilities with regard to this entity:
	·	Date of first involvement:
	·	Approximate amount of time spent or planned to be spent on outside business activity (hours/week)
	·	Approximate amount of time spent or planned to be spent on outside business activity during PGI/PrinREI normal office hours
		(hours/week)
	·	Describe any relationship or connection or any kind between the outside entity and PGI/PrinREI:
	·	Did PGI/PrinREI request that you accept this position with the outside entity?      o Yes o No

By signing below, I certify that my responses to this Officer/Director and/or Outside Business Activities Form are complete, true and accurate to the best of my knowledge. I will report any changes or corrections to this information promptly, in writing, to the Compliance Department and will obtain prior written acknowledgement or approval as required by the Compliance Department before any additional involvement such as participation in additional sales, holdings, compensation or participation in the company’s management or before engaging in any future outside business activities, including any outside employment. I hereby represent that this proposed outside business activity does not conflict with the interests of PGI/PrinREI. I hereby confirm that the outside business activity described in this questionnaire is unrelated to and beyond the scope of my employment by PGI/PrinREI. Notwithstanding the immediately preceding sentence, I understand that regulations and PGI/PrinREI policy require that I obtain consent to engage in any outside business activity, and I acknowledge that such consent, if granted, is revocable at any time, in PGI/PrinREI’s sole discretion and is subject to my understanding and acknowledgement that such outside business activity is in no way sponsored by PGI/PrinREI and shall give rise to no liability on the part of PGI/PrinREI whatsoever, whether by way of indemnification, insurance or otherwise.

Employee Signature:	Date:
Employee’s Immediate Supervisor’s Signature	Date:
Date Received by the Compliance Department

Chief Compliance Officer (or Designee)o Approvedo Not Approved

Name:	Title:
Signature	Date:

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PRINCIPAL GLOBAL INVESTORS, LLC (“PGI”)
PRINCIPAL REAL ESTATE INVESTORS, LLC (“PrinREI”)
Schedule B

PRIVATE PLACEMENT APPROVAL REQUEST FORM

(Attach a copy of the private placement memorandum, offering memorandum or any other relevant documents)

Name:

Office Phone #:

E-Mail:

Department/Job Title:

1.	Name of the sponsor’s corporation, partnership or other entity:
	Name of the private placement:
2.	Is the sponsor’s corporation, partnership or other entity:                 o Public          o Private
3.	Type of security or fund:
4.	Nature of participation (e.g., stockholder, selling agent, general partner, limited partner). Indicate all applicable:
5.	Describe your relationship and/or work relationship to the other directors of the partnership or entity:
6.	Have you received or will you receive “selling compensation”(1) in connection with the transaction?   o Yes     o No
	If yes, describe nature of compensation:
	Amount of compensation:
7.	Planned date of transaction:
8.	Size of offering (if a fund, size of fund):
9.	Size of your participation (number of units/shares and total dollar amount):
10.	Your participation as a percentage of total shares or units outstanding:
11.	Does/Will the investment carry limited or unlimited liability?          o Limited     o Unlimited
	Will the investment require any use of PGI/PrinREI or any of its affiliates’ premises, facilities or materials?  o Yes    o No
	If “yes”, please describe:
12.	Have you or do you intent to recommend, refer or solicit others in any way in connection with this investment? o Yes  o No
13.	Is PGI/PrinREI or any of its affiliates involved?   o Yes     o No
	If “Yes”, please describe:
14.	Describe the business to be conducted by the issuer of the private placement:
15.	If the private placement is a fund, describe its investment objectives (e.g. value, growth, core or specialty):
16.	Has this private placement been made available to any PGI/PrinREI Advised Fund or any Managed Account where either you or the person you report to exercises investment discretion?   o Yes      o No
	If “No”, state why:
	If “Yes”, please describe which fund or managed account:
17.	Do you participate or do you plan to participate in any investment decisions for the private placement?  o Yes       o No
	If “Yes”, please describe:

(1) “Selling Compensation” means any compensation paid directly or indirectly from whatever source in connection with or as a result of the purchase or sale of a security, including, through not limited to, commissions, finder’s fees, securities or rights to acquire securities, rights to participate in profits, tax benefits, or dissolution proceeds, as a general partner or other wise, or expense reimbursements.

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18.	Do you participate or do you plan to participate in the management of the sponsor?  oYes      o No
	If “Yes”, state title ad give description of duties:
19.	Describe how you became aware of this private placement:
20.	To the best of your knowledge, will this private placement result in an initial public offering within the next 12 or 18 months?
	o Yes o No

Note: You must also file an Outside Business Activities Form in advance with your local Compliance Department if you intend to act as an officer, director or hold a management position in any business or entity other than PGI/PrinREI or any of its affiliates.

I understand that approval, if granted, is based upon the completeness and accuracy of the information provided herein and I agree to observe any conditions imposed upon such approval. I will notify the Compliance Department in writing if any aspect of the private placement is proposed to be changed (e.g., investment focus of fund, compensation, involvement in organization’s management) and I hereby acknowledge that such changes may require further approvals or disinvestment by me.

I represent that (i) I have read and understand the PGI/PrinREI Code of Ethics (the “Code”) and recognize that I am subject thereto; (ii) the above trade is in compliance with the Code; (iii) to the best of my knowledge, the above proposed trade does not represent a conflict of interest, or the appearance of a conflict of interest, with any PGI/PrinREI Advised Fund or Managed Account; (iv) I have no knowledge of any pending client orders in this security, nor is the above proposed trade in a related security which indirectly would result in a transaction in a security in which there are pending client orders; and (v) I have read and understand the private placement policy contained in the Code. Furthermore, I acknowledge that no action should be taken by me to effect the trade(s) listed above until I have received formal approval.

By signing below, I certify that my responses to this Private Placement Approval Request Form are complete, true and accurate to the best of my knowledge. I hereby confirm that any private securities transaction described in this questionnaire is unrelated to and beyond the scope of my employment by PGI/PrinREI, or any of its affiliates. Notwithstanding the immediately preceding sentence, I understand that I must obtain consent to any private securities transactions, and I acknowledge that such consent, if granted, is revocable at any time and is subject to my understanding and acknowledgement that such private securities transaction is in no way sponsored by PGI/PrinREI or any of its affiliates and shall give rise to no liability on the part of PGI/PrinREI or any of its affiliates whatsoever, whether by way of indemnification, insurance or otherwise.

Employee Signature	Employee-Print Name		Date
Employee’s Supervisor Signature	Employee’s Supervisor-Print Name		Date
Date Received by the Compliance Department
Chief Compliance Officer (or Designee)   o  Approved                    o Not Approved
Name:		Title:
Signature		Date:

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EX-99.B(P)(21)

Exhibit 99.B(p)(21)

UBS Global Asset Management–Americas

Code of Ethics

June 2007

Table of Contents

1.	Introduction		3
2.	Types of Accounts
	2.1	Covered Accounts	4
	2.2	Joint Accounts	4
	2.3	Investment Clubs	5
3.	Establishing Covered Accounts
	3.1	Use of Authorized Brokers	5
	3.2	Discretionary Accounts	6
	3.3	Reporting	6
	3.4	Copying Compliance Department on Statements and Confirms	6
4.	Trading Restrictions
	4.1	Pre-clearance Requirements	7
	4.2	Frequency	8
	4.3	Holding Period	8
	4.4	Lockout Period	9
	4.5	Prohibited Transactions	9
	4.6	Initial Public Offerings	9
	4.7	Investment in Partnerships and other Private Placements	9
	4.8	Options	10
	4.9	Futures	10
5.	Reporting and Certification Requirements
	5.1.	Initial Holdings Report and Certification	10
	5.2	Quarterly Transactions Report for Covered Persons and Interested Directors	11
	5.3	Quarterly Transactions Report for Independent Directors	11
	5.4	Annual Certification for Covered Persons, Interested Directors and Independent Directors	11
6.	Administration and Enforcement
	6.1	Review of Personal Trading Information	11
	6.2	Annual Reports to the Mutual Fund Boards of Directors and UBS Global CEOs	12
	6.3	Sanctions and Remedies	12
List of Funds			Appendix A
Trade Request Form			Appendix B
Outside Account Request Form			Appendix C
Private Placement Request Form			Appendix D
Investment Club Pre-Approval Form			Appendix E
Discretionary Account Attestation			Appendix F
Consultants and Temporary Employee Reporting Requirements			Appendix G
Transaction Requirement Matrix			Appendix H
List of Authorized Broker-Dealers			Appendix I
Employee Outside Affiliation/Outside Business Form			Appendix J

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UBS GLOBAL ASSET MANAGEMENT-AMERICAS

Code of Ethics

1.Introduction

UBS Global Asset Management (“UBS Global AM”)(1) has many important assets. Perhaps the most valuable is its established and unquestioned reputation for integrity. Preserving this integrity demands the continuing alertness of every employee. Each employee must avoid any activity or relationship that may reflect unfavorably on UBS Global AM as a result of a possible conflict of interest, the appearance of such a conflict, the improper use of confidential information or the appearance of any impropriety. Although no written code can take the place of personal integrity, the following, in addition to common sense and sound judgment, should serve as a guide to the minimum standards of proper conduct. This Code of Ethics (“Code”) is designed to ensure, among other things, that all employees conduct their personal securities transactions in a manner where clients’ interests are placed first and foremost and are consistent with the law. Any conduct that violates this Code is unacceptable and always constitutes an activity beyond the scope of the employee’s legitimate employment.

The Code is designed to detect and prevent conflicts of interests between its employees, officers and directors and its Advisory Clients(2) that may arise due to personal investing activities. UBS Global also has established separate procedures designed to detect and prevent insider trading (“Insider Trading Procedures”), which should be read together with this Code.

Personal investing activities of “Covered Persons” (defined below) can create conflicts of interests that may compromise our fiduciary duty to Advisory Clients. As a result, Covered Persons must avoid any transaction that involves, or even appears to involve, a conflict of interests, diversion of an Advisory Client investment opportunity, or other impropriety with respect to dealing with an Advisory Client or acting on behalf of an Advisory Client.

As fiduciaries, Covered Persons must at all times comply with the following principles:

a.Client Interests Come First. Covered Persons must scrupulously avoid serving their own personal interests ahead of the interests of Advisory Clients. If a Covered Person puts his/her own personal interests ahead of an Advisory Client’s, or violates the law in any way, he/she will be subject to disciplinary action, even if he/she is in technical compliance with the Code.

b.Avoid Taking Advantage. Covered Persons may not make personal investment decisions based on their knowledge of Advisory Client holdings or transactions. The most common example of this is “front running,” or knowingly engaging in a personal transaction ahead of an Advisory Client with the expectation that the Advisory Client’s transaction will cause a favorable move in the market. This prohibition applies whether a Covered Person’s transaction is in the same direction as the transaction placed on behalf of an Advisory Client (for example, two purchases) or the opposite direction (a purchase and sale).

If you are uncertain whether a real or apparent conflict exists in any particular situation, you should consult with the Compliance Department immediately.

This Code applies to each of the UBS Global Advisors and the registered investment companies for which a UBS Global Advisor serves as investment manager, investment advisor and/or principal underwriter (“Funds”) that are listed on Appendix A (which may be amended from time to time). The Code sets forth detailed policies and procedures that Covered Persons of UBS Global Advisors must follow in regard to their personal investing activities. All Covered Persons are required to comply with the Code as a condition of continued employment.

(1) When used in this Code “UBS Global Asset Management” and “UBS Global AM” includes UBS Global Asset Management (US) Inc. and UBS Global Asset Management (Americas) Inc. We refer to these entities collectively as UBS Global Advisors.

(2) Advisory Client means any client (including but not limited to mutual funds, closed-end funds and separate accounts) for which UBS Global serves as an investment adviser or sub-adviser, to whom it renders investment advice, or for whom it makes investment decisions.

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Who is subject to the Code?

Covered Persons. For purposes of this Code, Covered Person is defined as:

·Each employee, officer and director of a UBS Global Advisor, their spouses and members of their immediate families;(3)

·An employee, officer or director of any UBS AG affiliate who is domiciled on the premises of UBS Global AM for a period of 30 days or more; and

·Consultants and other temporary employees hired for a period of 30 days or more whose duties include access to UBS Global AM’s technology and systems, and/or trading information in any form, unless they obtain a written exemption from the Compliance Department. Consultants and other temporary employees who are employed for less than a 30-day period, but who have access to UBS Global AM’s trading information, will be subject to the reporting requirements described in Appendix G.

Interested Directors of a Fund. Directors of any Fund that is an Advisory Client (current Funds are listed on Appendix A) who are not Covered Persons but who are affiliated with another subsidiary of UBS AG (“Interested Directors”) are subject to the following sections of the Code:

Section 5.1Initial Holdings Report and Certification

Section 5.2 Quarterly Transactions Report for Covered Persons and Interested Directors

Section 5.4 Annual Certification for Covered Persons, Interested Directors and Independent Directors

Independent Directors of a Fund. Directors of a Fund who are not affiliated with a UBS Global Advisor as well as interested directors who do not have access to non-public information regarding the Portfolio Holdings of any fund advised by a UBS Global AM Advisor or who are not involved in making securities recommendations or have access to such recommendations that are not public are subject only to the following sections of the Code:

Section 5.3 Quarterly Transactions Report for Independent Directors

Section 5.4 Annual Certification for Covered Persons, Interested Directors and Independent Directors

2. Types of Accounts

2.1 Covered Accounts

“Covered Account” includes any securities account (held at a broker-dealer, transfer agent, investment advisory firm, or other financial services firm) in which a Covered Person has a beneficial interest or over which a Covered Person has investment discretion or other control or influence.(4) Restrictions placed on transactions executed within a Covered Account also pertain to investments held outside of an account over which a Covered Person has physical control, such as a stock certificate.(5)

2.2 Joint Accounts

Covered Persons are prohibited from entering into a joint account with any Advisory Client.

(3) Immediate family includes your spouse, children and/or stepchildren and other relatives who live with you if you contribute to their financial support.

(4) Beneficial interest in an account includes any direct or indirect financial interest in an account.

(5) Covered Accounts also include accounts for which a Covered Person has power of attorney, serves as executor, trustee or custodian, and corporate or investment club accounts.

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2.3 Investment Clubs

A Covered Person may participate in an investment club only if he/she obtains the prior written approval of the Compliance Department. Requests for approval must be submitted on the Investment Club Pre-Approval Form (See Appendix E). Approval will only be granted if the Covered Person can ensure that the investment club will comply with all of the provisions of this Code.

If the Covered Person can demonstrate that he/she does not participate in investment decision-making, then a waiver of the pre-clearance requirement may be granted. An exemption from the pre-clearance requirement will not be granted if the Covered Person has influence or control over the club’s investment decisions or if Covered Persons make up 50% or more of the club’s membership.

The Compliance Department will periodically review investment club trading for abuses and conflicts and reserves the right to cancel approval of participation or to subject all of the club’s trades to pre-clearance and other requirements.(6) Investment club accounts may not be used to undermine these procedures.

3.Establishing Covered Accounts

3.1 Use of Authorized Brokers

Generally, Covered Persons may maintain a Covered Account only with authorized broker-dealers. The current list of Authorized Brokers, which is subject to change from time to time, is included in Appendix I. Any exceptions to this rule must be approved in writing by the Compliance Department (See Appendix C for the appropriate form). However, Covered Persons hired on or before December 31, 2001 and who maintain a Covered Account at an unauthorized broker-dealer that was opened on or before June 30, 2002 may continue to maintain the account with the unauthorized broker. Covered Persons must obtain prior written approval from the Compliance Department to open a futures account.

Exceptions. The following Covered Accounts may be maintained away from an Authorized Broker without obtaining prior approval. Note: Covered Persons are required to report all Covered Accounts pursuant to the Reporting and Certification Requirements of Section 5 below.

·Mutual Fund Only Accounts. Any account that permits a Covered Person only to buy and sell shares of open-end mutual funds for which UBS Global does not serve as investment adviser or sub-adviser and cannot be used to trade any other types of securities like stocks or closed-end funds.

·401(k) Plans. Any account with a 401(k) retirement plan that a Covered Person established with a previous employer, provided that the investments in the plan are limited to pooled investment options (e.g., open-end mutual funds). A 401(k) plan account that permits you to trade individual securities or invest in pools consisting of securities of a single issuer must be approved by the Compliance Department. The UBS SIP plan or any successor UBS 401(k) plan is not an excepted account within this definition.

·Investments in the Physical Control of a Covered Person. Covered Persons may maintain physical possession of an investment (for example, a stock certificate).

·You must obtain approval to maintain the following Covered Accounts:

·Investments Directly with Issuers (or their Transfer Agents). Covered Persons may participate in direct investment plans that allow the purchase of an issuer’s securities without the intermediation of a broker-dealer provided that timing of such purchases is determined by the plan (e.g., dividend reinvestment plans (“DRIPS”)). Such investments must be approved prior to the initial purchase of the issuer’s securities. Once approved, you are not required to pre-clear purchases or sales of shares in the plan, although transactions and holdings must be reported. However, if you

(6) Transactions effected through an investment club are subject to the reporting requirements outlined in Section 5.

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withdraw the securities and hold a certificate or transfer them to a brokerage account, subsequent sales are subject to pre-clearance as well as the 30-day holding period.

3.2 Discretionary Accounts.

Covered Persons must obtain Compliance Department approval in order to open discretionary securities accounts. A discretionary account is one where all investment decisions are made by a third-party who is unrelated to the Covered Person or is not otherwise a Covered Person (“Discretionary Account”). Although Discretionary Accounts are exempt from the provisions of Section 4 (Trading Restrictions) of this Code, they are still Covered Accounts and must comply with all other provisions of this Code, including this Section and Section 5 (Reporting and Certification Requirements). In order to obtain necessary approval to open a Discretionary Account, Covered Persons must provide the following to the Compliance Department:

·A copy of the signed Investment Advisory Agreement and/or any other relevant documents creating the Account that demonstrate that the fiduciary has full investment discretion; and

·A signed attestation (See Appendix F) that, if the Covered Person discusses any specific strategies, industries or securities with the independent fiduciary, the Covered Person will pre-clear any related trades that result from the discussion. (Note that if no such discussions take place in advance of transactions, pre-clearance is not required).

The Compliance Department will review Discretionary Account trading for abuses and conflicts and reserves the right to cancel approval of a Discretionary Account and to subject all of the account’s trades to pre-clearance and other requirements of this Code. Discretionary Accounts may not be used to undermine these procedures.

3.3 Reporting

Covered Persons are responsible for notifying the Compliance Department at the time any Covered Account is opened and immediately upon making or being notified of a change in ownership or account number. The notification should be submitted in writing to the Compliance Department and include the broker name, name of the account, the date the account was opened, account number (if new account) or, if the account number changed, the old number and the new number and the effective date of the change.

3.4 Copying the Compliance Department on Statements and Confirms

The Compliance Department receives automatic feeds of trade confirmations and account statements from Authorized Brokers. However, for accounts maintained away from Authorized Brokers, Covered Persons must arrange for the Compliance Department to receive directly from the executing broker-dealer, bank, or other third-party institution duplicate copies of trade confirmations for each transaction and periodic account statements for each Covered Account. Covered Persons are not required to provide duplicate confirms and statements for Mutual Fund Only Accounts.

If You Cannot Arrange for Duplicate Confirmations or Statements. You may wish to engage in a transaction for which no confirmation can be delivered to the Compliance Department (e.g., a transaction in a privately placed security or a transaction in individual stocks held in a 401(k) plan). These types of transactions require the prior written approval of the Compliance Department and will involve additional reporting requirements.

4.Trading Restrictions

Security means any interest or instrument commonly known as a security, whether in the nature of debt or equity, including any option, futures contract, shares of registered open-end investment companies (mutual funds) advised or sub-advised by UBS Global AM, warrant, note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or any participation in or right to subscribe to or purchase any such interest or instrument. For purposes of these trading restrictions

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and the reporting requirements described in Section 5, the term security does not include U.S. government bonds, bankers’ acceptances, bank certificates of deposit, commercial paper, high-quality short-term debt instruments (including repurchase agreements), or shares of registered open-end investment companies (mutual funds) for which UBS Global AM does not serve as investment adviser or sub-adviser. (See Appendix (A) for a list of funds advised or sub-advised by UBS Global AM).

4.1 Pre-clearance Requirements

Covered Persons must obtain prior written approval before purchasing, selling or transferring any security, or exercising any option (except as noted below).

·The Process. The pre-clearance process is done electronically through iTrade or in the event the system is down, involves the following three steps:

·Complete the Form. Covered Persons must complete a Trade Request Form (See Appendix B) and submit it to the Compliance Department before making a purchase, sale or transfer of a security, or exercising an option.

·Wait for Approval. The Compliance Department will review the form and, as soon as practicable, determine whether to authorize the transaction.

·Execute Before the Approval Expires. A pre-clearance approval for a transaction is only effective on the day you receive approval (regardless of time).

·If your trade is not fully executed by the end of the day, you must obtain a new pre-clearance approval before your order (or the unfilled portion of your order) can be executed. Accordingly, limit orders and “good ‘til cancelled” instructions must be withdrawn by the end of the day, unless a new approval is obtained.

·Exceptions. Covered Persons do not need to pre-clear the following types of transactions. Please see the “Transaction Requirement Matrix” in Appendix H for a summary of the pre-clearance requirements.

· Open-End Investment Company Shares (Mutual Funds), including funds offered within a 529 College Savings Plan. Purchases and sales of mutual funds do not require pre-clearance and are not subject to the reporting requirements of Section 5. However, certain holding period requirements apply to open-end registered investment companies advised or sub-advised by UBS Global (see Section 4.3 herein).

· Unit Investment Trusts (UlTs). Purchases and sales of unit investment trusts do not require pre-clearance.

· Exchange Traded Funds (ETFs). Purchases and sales of Exchange Traded Funds that are based on a broad-based securities index do not require pre-clearance. Transactions in all other ETFs, including industry or sector-based funds, must be pre-cleared.

· Certain Corporate Actions. Acquisitions of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities do not require pre-clearance.

· Rights. Acquisition of securities through the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent the rights were acquired through the rights offering and not through the secondary market.

· UBS Savings and Investment Plan and Third Party 401(k) Plans. Any transaction in these plans is generally exempt from the pre-clearance requirements, unless the plan permits a Covered Person to trade individual securities (e.g., shares of stock), in which case such transactions are subject to pre-clearance.

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· UBS AG Securities. Transactions by Covered Persons in UBS securities(7) generally are exempt from the pre-clearance requirements. Covered Persons who are deemed company insiders are not eligible for this exception and must pre-clear all purchases and sales of UBS securities. In addition, any Covered Person who possesses material non-public information regarding UBS AG is prohibited from engaging in transactions in UBS securities.

· Futures and Options on Currencies, Commodities and Broad Based Indices. A Covered Person is not required to pre-clear futures and options on currencies or on a broad-based securities index.(8)

· Transactions in Discretionary Accounts. Except under certain circumstances, a Covered Person is not required to pre-clear transactions in a Discretionary Account.

· NOTE: All transactions, including those exempt from the pre-clearance requirement (other than mutual funds), are subject to the reporting requirements (See Section 5).

4.2 Frequency

In order to ensure that Covered Persons are not distracted from servicing Advisory Clients, Covered Persons should not engage in more than 20 transactions per month. (Note: This does not include repetitive transactions such as rolling futures contracts.)

4.3 Holding Period

If a Covered Person is required to pre-clear a transaction in a security, he/she also must hold the security for 30 days.

As a result, Covered Persons may not:

·buy a security or Related Investment within 30 days after selling that security or Related Investment; or

·sell a security or Related Investment within 30 days after purchasing that security or Related Investment.

·Please refer to the Transaction Requirement Matrix in Appendix H.

Related Investments are investments whose value is based on or derived from the value of another security, including convertible securities and derivative securities such as options, futures and warrants.

Exceptions.

a.UITs and ETFs, although not subject to pre-clearance, must be held for at least 30 days.

b.Shares of registered open-end investment companies advised or sub-advised by UBS Global must be held for at least 30 days.

c.If a security has experienced a loss equal to at least 10% of the purchase price, the Covered Person may sell the security in less than 30 days, with prior approval from the Compliance Department.

d.If you receive restricted stock as part of your compensation, you are not required to hold it for 30 days after it vests.

(7) Note that Independent Directors of a mutual fund managed or advised by a UBS Global Advisor are prohibited from purchasing or otherwise acquiring or holding any security issued by UBS.

(8) The term “Broad-based Securities Index” is not easily defined. Generally, a Broad-based Securities Index covers a wide range of companies and industries. Only futures and options on a Broad-based Securities Index are exempt from the pre-clearance requirement. The Compliance Department will maintain a list of approved Broad-based Securities Indices and, if you are unsure as to whether a particular index qualifies under the Code, you should consult the Compliance Department.

8

4.4 Lockout Period

Investment Personnel(9) are prohibited from buying, selling or transferring any security if they know that the security, or Related Investment, was purchased or sold on behalf of an Advisory Client five days or less prior thereto or will be purchased or sold on behalf of an Advisory Client within five days therefrom. Personal trades in securities that are affected in close proximity to the addition or deletion of such security to or from a model will be closely scrutinized. Pre-clearance through
i-trade should not be equated with pre-clearance of conflicts.

(i)Covered Persons are prohibited from executing a securities transaction on a day during which any client or fund has a pending or executed “buy” or “sell” in the same security.

(ii)Trade Reversals. Even if a personal transaction is pre-cleared, such personal transaction is subject to being reversed after-the-fact. Furthermore, as indicated below, the Compliance Department may require any violator to disgorge any profits or absorb any losses associated with the relevant security. In short, Covered Persons assume the risk (financial or otherwise) associated with any trade reversal.

(iii)Broad-based Securities Indices. A Covered Person’s knowledge that a security will be purchased or sold by an account managed with a quantitative model that tracks the performance of a Broad-Based Securities Index, such as the S&P 500 or the Russell 1000, does not trigger the lockout period. Futures and options transactions on Broad-based Securities Indices or currencies also are exempt from the lockout period.

(iv)The Chief Compliance Officer may grant individual exceptions at his/her discretion.

4.5 Prohibited Transactions

UBS Global views the following transactions as especially likely to create conflicts with Advisory Client interests. Covered Persons are therefore prohibited from engaging in the following transactions:

a.Short Sales. Covered Persons are prohibited from entering into a net short position with respect to any security.

b.Futures. Purchase or sale of futures that are not traded on an exchange, as well as options on any type of futures (exchange-traded or not) are prohibited. This prohibition does not apply to currency forwards (futures or otherwise).

c.Securities Issued by Suppliers & Vendors. Covered Persons who have information about or are directly involved in negotiating a contract with a supplier or vendor of UBS Global AM may not purchase securities issued by that supplier or vendor.

4.6 Initial Public Offerings

Covered Persons are prohibited from acquiring securities in an initial public offering (other than a new offering of a registered open-end investment company).

In the event that a Covered Person holds securities in a company that has announced that it will engage in an IPO, he or she must immediately notify the Compliance Department.

4.7 Investment in Partnerships and Other Private Placements

Covered Persons are permitted to acquire interests in general partnerships and limited partnerships, and to purchase privately placed securities, provided they obtain prior approval from the Compliance Department. Once approved, additional capital investments (other than capital calls related to the

(9) “Investment Personnel” include Covered Persons who are portfolio managers, research analysts, traders and any other person who, in connection with his or her regular functions or duties, makes or participates in making recommendations to clients regarding the purchase or sale of securities or has functions or duties relating to the making of recommendations regarding purchases and/or sales.

9

initial approved investment) require a new approval. Covered Persons requesting permission must complete the Private Placement Request Form (See Appendix D).

4.8 Options

a.Call Options: A Covered Person may purchase a call option on an individual security or ETF only if the call option has a period to expiration of at least 30 days from the date of purchase and the Covered Person either (1) holds the option for at least 30 days prior to sale or (2) holds the option and, if exercised, the underlying security, for a total period of 30 days. (Similarly, if you choose to exercise the option, you may count the period during which you held the call option toward the 30-day holding period for the underlying security or ETF.)

A Covered Person may sell (“write”) a call option on an individual security or ETF only if he/she has held the underlying security (in the corresponding quantity) for at least 30 days (Covered Call).

b.Put Options: A Covered Person may purchase a put option on an individual security or ETF only if the put option has a period to expiration of at least 30 days from the date of purchase and the Covered Person holds the put option for at least 30 days. If a Covered Person purchases a put on a security he/she already owns (Put Hedge), he/she may include the time he/she held the underlying security towards the 30-day holding period for the put.

A Covered Person may not sell (“write”) a put on an individual security or ETF.

c.Options on Broad-Based Indices: Covered Persons may purchase or sell an option on a Broad-based Securities Index (“Index Option”) only if the option has a period to expiration of at least 30 days from the date of purchase or sale. A Covered Person may buy or sell an Index Option with a period to expiration of less than 30 days from the date of purchase or sale to close out an open position only if he/she has held the position being closed out for at least 30 days or another exception under Section 4.3 (Holding Period) applies.

Note: Covered Persons must obtain pre-clearance approval to exercise an option on an individual security or ETF as well as to purchase or sell such an option.

4.9 Futures

A Covered Person may purchase and sell exchange-traded futures and currency forwards.

Purchases and sales of futures contracts on an individual security are subject to the lockout period (See Section 4.4 above). Purchases and sales of all futures contracts are subject to the holding period requirement (See Section 4.3 above).

Note: Covered Persons must obtain pre-clearance approval to purchase or sell futures contracts on an individual security.

5.Reporting and Certification Requirements

5.1 Initial Holdings Report and Certification

Within 10 days after a Covered Person commences employment, he/she must certify that he/she has read and understands the Code, that he/she will comply with its requirements, and that he/she has disclosed or reported all personal investments and accounts required to be disclosed or reported. Interested Directors other than Covered Persons are also required to make this report within 10 days of becoming an Interested Director of a Fund.

Exceptions: Covered Persons are not required to report holdings in:

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·U.S. Registered Open-End Mutual Funds that are not advised or sub-advised by UBS Global (see Appendix A for a list of funds advised or sub-advised by UBS Global).

·U.S. Government Securities(10)

·Money Market Instruments(11)

·Accounts over which a Covered Person has no direct or indirect influence or control

However, Covered Persons are required to include in initial and annual holdings reports the name of any broker-dealer or bank with which the Covered Person has an account in which any securities are held for his/her direct or indirect benefit.

5.2 Quarterly Transactions Report for Covered Persons and Interested Directors

Within 30 days of the end of each calendar quarter, Covered Persons must file a report of all securities and U.S.-registered open-end mutual fund transactions for which UBS Global serves as adviser or sub-adviser on a Quarterly Transactions Report unless a duplicate confirmation or similar document was sent to the Compliance Department contemporaneously with the transaction. In addition, Covered Persons are required to report any account opened during the quarter in which securities were held during the quarter (this includes accounts that hold those securities described above in Section 5.1).

5.3 Quarterly Transactions Report for Independent Directors

Directors of the Funds who are not affiliated with a UBS Global Advisor (“Independent Directors”) must file a Quarterly Transactions Report with the Compliance Department only if the Independent Director knew, or in the ordinary course of fulfilling his/her official duties as a director of a Fund should have known, that during the 15 days immediately preceding or following the date of a securities transaction in the Independent Director’s Covered Accounts that:

·the security was purchased or sold by a Fund; or

·a purchase or sale of the security was considered for a Fund.

Independent Directors must file these reports within ten days of the end of the calendar quarter in which the trade occurred.

5.4 Annual Certification for Covered Persons, Interested Directors and Independent Directors

Annually, Covered Persons, Interested Directors and Independent Directors must certify that they have read and understand the Code, that they have complied with its requirements during the preceding year, and that they have disclosed or reported all personal transactions/holdings required to be disclosed or reported.

6. Administration and Enforcement

6.1 Review of Personal Trading Information

All information regarding a Covered Person’s personal investment transactions, including the reports required by Section 5, will be reviewed by the Compliance Department. All such information may also be available for inspection by the Boards of Directors of the Funds, the Chief Executive Officer and Legal Counsel of UBS Global, any party to which any investigation is referred by any of the foregoing, a Covered Person’s supervisor (where necessary), the Securities and Exchange Commission, any self-regulatory organization of which UBS Global is a member, and any state securities commission.

(10) Covered Persons are required to report transactions in Fannie Maes and Freddie Macs.

(11) Money Market Instruments include bankers’ acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt instruments, including repurchase agreements.

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6.2 Annual Reports to Mutual Fund Boards of Directors and UBS Global CEOs

The Compliance Department will review the Code at least annually in light of legal and business developments and experience in implementing the Code. The Compliance Department will prepare an annual report to the Boards of Directors of the Funds and the CEO of UBS Global AM that:

·describes issues that arose during the previous year under the Code, including, but not limited to, information about material Code violations and sanctions imposed in response to those material violations;

·recommends changes in existing restrictions or procedures based on the experience implementing the Code, evolving industry practices, or developments in applicable laws or regulations; and

·certifies to the Boards that procedures have been adopted that are designed to prevent Access Persons(12) from violating the Code.

6.3 Sanctions and Remedies

If the Compliance Department determines that a Covered Person or Fund Director has violated the Code, it may, in consultation with senior management, impose sanctions and take other actions deemed appropriate, including issuing a letter of education, suspending or limiting personal trading activities, imposing a fine, suspending or terminating employment, and/or informing regulators if the situation warrants.

As part of any sanction, the Compliance Department may require the violator to reverse the trade(s) in question and forfeit any profit or absorb any loss from the trade. Senior management will determine the appropriate disposition of any money forfeited pursuant to this section.

(12) “Access Person” is generally defined under Rule 17j-1 under the Investment Company Act to include any director or officer of a fund or its investment adviser, and any employee of a fund’s investment adviser who, in connection with his or her regular functions or duties, participates in the selection of a fund’s portfolio securities or who has access to information regarding a fund’s future purchases or sales of portfolio securities.

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List of funds

The names listed in italics are the Trust names and the indented names are the fund names within each Trust.

UBS Index Trust

UBS S&P 500 Index Fund

UBS Investment Trust

UBS Tactical Allocation Fund

UBS Series Trust

Tactical Allocation Portfolio

The UBS Funds

UBS Absolute Return Bond Fund

UBS Dynamic Alpha Fund

UBS Emerging Markets Debt Fund

UBS Emerging Markets Equity Fund

UBS Global Allocation Fund

UBS Global Bond Fund

UBS Global Equity Fund

UBS High Yield Fund

UBS International Equity Fund

UBS Real Estate Equity Fund

UBS U.S. Bond Fund

UBS U.S. Large Cap Equity Fund

UBS U.S. Large Cap Growth Fund

UBS U.S. Large Cap Value Equity Fund

UBS U.S. Mid Cap Growth Fund

UBS U.S. Small Cap Equity Fund

UBS U.S. Small Cap Growth Fund

UBS Relationship Funds

UBS Absolute Return Investment Grade Bond Fund

UBS Corporate Bond Relationship Fund

UBS Defensive High Yield Relationship Fund

UBS Emerging Markets Debt Relationship Fund

UBS Emerging Markets Equity Relationship Fund

UBS Enhanced Yield Relationship Fund

UBS Global Aggregate Bond Relationship Fund

UBS Global Securities Relationship Fund

UBS High Yield Relationship Fund

UBS International Equity Relationship Fund

UBS Large Cap Select Equity Relationship Fund

UBS Opportunistic Emerging Markets Debt Relationship Fund

UBS Opportunistic High Yield Relationship Fund

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UBS Short Duration Relationship Fund

UBS Short-Term Relationship Fund

UBS Small-Cap Equity Relationship Fund

UBS U.S. Bond Relationship Fund

UBS U.S. Cash Management Prime Relationship Fund

UBS U.S. Core Plus Relationship Fund

UBS U.S. Equity Alpha Fund

UBS U.S. Large-Cap Equity Relationship Fund

UBS U.S. Large-Cap Growth Fund

UBS U.S. Intermediate Cap Relationship Fund

UBS U.S. Securitized Mortgage Relationship Fund

UBS U.S. Treasury Inflation Protected Securities Relationship Fund

UBS U.S. Large-Cap Value Equity Relationship Fund

UBS PACE Select Advisors Trust

UBS PACE Alternative Strategies Investments

UBS PACE Global Fixed Income Investments

UBS PACE Government Securities Fixed Income Investments

UBS PACE High Yield Investments

UBS PACE Intermediate Fixed Income Investments

UBS PACE International Emerging Markets Equity Investments

UBS PACE International Equity Investments

UBS PACE Large Co Growth Equity Investments

UBS PACE Large Co Value Equity Investments

UBS PACE Municipal Fixed Income Investments

UBS PACE Small/Medium Co Growth Equity Investments

UBS PACE Small/Medium Co Value Equity Investments

UBS PACE Strategic Fixed Income Investments

UBS Collective Funds

UBS All Country World (ex.-U.S.) Equity

UBS Bond SurPlus Fund

UBS EME Fund

UBS Emerging Markets Bond

UBS Emerging Markets Equity Completion

UBS Global (Ex US and Japan) Bond

UBS Global (Ex-US) Bond

UBS Global (Ex-US) Equity

UBS Global (Ex-US) Equity (Stock Only)

UBS Global Aggregate Bond

UBS Global Bond Fund

UBS Global Securities Portfolio

UBS Multi-Asset Portfolio

UBS Opportunistic High Yield

UBS Stable Value

UBS U.S. All-Cap Equity Fund

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UBS U.S. Balanced Fund

UBS U.S. Bond Fund

UBS U.S. Core Plus

UBS U.S. High Yield Bond Fund

UBS U.S. Large-Cap Equity Fund

UBS U.S. Real Estate Securities Equity Fund

UBS U.S. Securitized Mortgage Fund

UBS Small Cap Equity Fund

UBS U.S. Small Cap Equity Growth Fund

UBS U.S. Value Equity Fund

CLOSED-END FUNDS

Fort Dearborn Income Securities, Inc. (FTD)

Global High Income Dollar Fund Inc. (GHI)

Insured Municipal Income Fund Inc. (PIF)

Investment Grade Municipal Income Fund Inc. (PPM)

Managed High Yield Plus Fund Inc. (HYF)

Strategic Global Income Fund, Inc. (SGL)

FUNDS SUBADVISED BY UBS GLOBAL ASSET MANAGEMENT

AXA Enterprise Growth and Income Fund (Enterprise Group of Funds)

AXP Partners Small Cap Growth Fund

BB&T International Equity Fund

EQ/UBS Growth and Income Portfolio (Enterprise Accumulation Trust

Fiduciary Trust Company Fixed Income Index Portfolio

Fiduciary Trust Company GIC – Main Account

Fiduciary Trust Company GIC – Aegon fka Transamerica

Fiduciary Trust Company GIC International Core

Fiduciary Trust Company S&P 500 Index

Guardian UBS Large Cap Value Fund

Guardian UBS Small Cap Value Fund

Guardian UBS VC Large Cap Value Fund

Guardian UBS VC Small Cap Value Fund

ING UBS U.S. Allocation Portfolio

ING UBS U.S. Large –Cap Equity Fund

ING UBS U.S. Small Growth Portfolio

John Hancock Trust – Global Allocation Trust

John Hancock Trust – Large Cap Trust

John Hancock Funds II – Large Cap Fund

JP Morgan Multi-Manager Small Cap Growth Fund

Lincoln Variable Insurance Products Trust - Global Asset Allocation Fund

Principal Partners Small Cap Growth Fund II

Principal Small Cap Growth Fund, Inc.

Principal Variable Contracts Fund, Inc.

Principal Partners Large Cap Value Fund I

TA IDEX Large Cap Value Portfolio

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SMA Relationship Trust – Municipal Bond Fund

SMA Relationship Trust – Taxable Fixed Income Fund

UBS Private Portfolio Trust

CIBC Frontier

CIBC – Talvest

MacKenzie Financial Services

Bankco De Guatemala

Banco De La Republica

CABEI a (Central Am Bank for Econ. Integration)

Fernhill

FLAR

Gulf International Bank

IFAD

Kingdom of Bahrain Pen Fd. Commission

Kuwait Investment Authority

Mexico

Mission of the Society of Jesus #4D

NY Province Society of Jesus

Public Institute of Social Security

Sedesa Premium

Strand Overseas

Gulbenkian

16

Trade Request Form

(Please complete a trade request for each transaction)

I hereby request permission to:

o BUY o SELL o TRANSFER (check one)

the specified security in the company indicated below for my own account or other account in which I have a beneficial interest (direct or indirect) or legal title:

Account Number:	Broker:
Name of Security:	Ticker Symbol:
Number of shares, units or contracts or face amount of bonds:

I have read the current Code of Ethics and believe that the above transaction complies with its requirements.

To the best of my knowledge,

(i)	no Advisory Client has purchased or sold the security listed above during the last five days;
(ii)	the security indicated above is not currently being considered for purchase or sale by any Advisory Client; and
(iii)	the requested transaction will not result in a misuse of inside information or in any conflict of interest or impropriety with regard to any Advisory Client.

Additionally: (Please check any or all that apply)

o	This investment is being purchased or sold in a private placement (if so, please complete the “Private Placement Request Form”).
o	The proposed purchase of the above listed security, together with my current holdings, will result in my having a beneficial interest in more than 5% of the outstanding voting securities of the company. If this item is checked, state the beneficial interest
	you will have in the company’s voting securities after the purchase.

I SHALL DIRECT MY BROKER TO PROVIDE A COPY OF A CONFIRMATION OF THE REQUESTED TRANSACTION TO THE COMPLIANCE DEPARTMENT WITHIN 10 DAYS OF THE TRANSACTION.

PERMISSION IS EFFECTIVE ONLY ON THE DAY YOU RECEIVE APPROVAL.

Employee Signature:
Print Name:	Date Submitted:

COMPLIANCE ONLY

Reviewed by:
o Approved	o Denied	Date:

1

Outside Account Request Form

A Covered person requesting an exception to maintain or establish an outside account must complete and submit this memorandum to the Compliance Department. Once reviewed by Compliance, the Covered Person will be notified of the terms (if any) of the approval or denial. Please be sure to attach any required documentation prior to submitting this form to the Compliance Department.

Note: Except for the limited exceptions noted in the UBS Global Asset Management Code of Ethics, all Covered Accounts must be maintained at an Authorized Broker.(1)

A Covered Account is defined as: any account in which a Covered Person has a beneficial interest, and any account in which a Covered Person has the power, directly or indirectly, to make investment decisions and/or where the Covered Person acts as a custodian, trustee, executor or a similar capacity.

1.	Name of Firm(s):
2.	Title(2) of Account(s):
3.	Type of Account(s):
4.	Account Number(s)(3):
5.	Exceptions may only be granted in limited circumstances. Please check those that apply:
	o	A Covered Person is employed by another NYSE/NASD/NFA member firm.
	o	A previously acquired investment involves a unique securities product or service that cannot be held in account with an Authorized Broker.
	o	The funds are placed directly with an independent investment advisory firm under an arrangement whereby the Covered Person is completely removed from the investment decision-making process. (Please attach a copy of the investment management agreement and other documentation granting discretionary authority)
	o	Other (please explain)
6.	A copy of the account(s) statement is attached to this memo. ¨ Yes q No q Account Not Open Yet (If the account exists but no statement is attached, please attach additional documentation that explains why).
7.	Any other outside pertinent information that would be helpful in determining whether the request to maintain or establish an outside account should be approved.

(1) See Appendix I in the Code of Ethics for the current list of Authorized Brokers.

(2) Name as it appears on the account.

(3) If this request is to maintain an existing account(s), please list the account number(s). If this request is to establish new account(s) for which you do not have the account number(s), please write “New Account.”

1

Employee Signature:
Print Name:	Date Submitted:
Compliance Only
Reviewed by:
Date:

2

Private Placement Request Form

As provided in section 4.7 of the UBS Global Asset Management Code of Ethics, if a Covered Person wants to participate in a private placement or a limited partnership, he/she must complete this form and obtain the required approvals prior to investing. A Covered Person may not participate in any partnership or private placement until he/she receives written permission from the Compliance Department. Oral discussions do not constitute approval under any circumstances.

Investment information:

1.	Name of proposed investment:
	Date of investment:
2.	Nature of investment:
3.	Amount to be invested:
	# of shares:		% ownership:
4.	Describe terms of investment:
	o Equity             o Debt             o Open-ended			o Specific Maturity date:
	Lock-up period?
	Further investment contemplated?				Amount?
5.	Are you receiving any favorable terms?
	If Yes, please describe:
6.	Describe how you found out and from whom about the above investment:
7.	Was this investment offered to you due to your affiliation with UBS Global?
	oYes             o No
8.	Do you have a position as officer of the company or other duties in connection with the investment?
	oYes             o No
9.	Do you give investment advice to the company or any affiliate of the company?
	oYes             o No       If yes, please describe:
10.	Are you informed or consulted about investments made by the company?
	oYes             o No	Describe:

11.How frequently will you receive statements/communications regarding the investment?

12.Is the company privately/publicly held?o Privatelyo Publicly

13.If privately held, are you aware of any plan to bring the company public?

14.Have you informed the company that you are a “restricted person” in the event of an IPO of securities?

15.Is there are connection(s) between the investment and UBS Global AM?

o Yeso No

If yes, describe fully:

16.To your knowledge, are there any UBS Global clients for whom this is an appropriate investment?

o Yeso No

If yes, describe:

17.Describe any UBS clients’ connections to this investment?

18.Are you aware of any conflict between your duties at UBS Global and this investment?

o Yeso No

If yes, describe:

Please attach any relevant reports/statements you can provide which describe this investment.

To the best of my knowledge, the information provided above is accurate. I will notify the Compliance Department immediately of any material changes to the information provided above.

Employee Name:

(Please Print)

Signature:

Date:

2

Compliance Department Approval:

oBased upon the Covered Person’s responses on this Private Placement Request Form and any other information noted below* or attached hereto, the Compliance Department hereby approves the Covered Person’s request to participate because the investment appears to present no conflict of interest with his/her duties to UBS Global Advisory Clients.

oBased upon the Covered Person’s responses on this Private Placement Request Form and any other information noted below* or attached hereto, the Compliance Department hereby disapproves the Covered Person’s request to purchase the private placement.

*Please provide any additional relevant information with respect to your approval of the request to purchase this private placement:

Compliance Name:

(Please Print)

Signature:

Date:

3

Investment Club Pre-Approval Form

Investment Club information:

(Please complete a separate form for each club)

1.	Name of Investment Club:
2.	Are you an officer of the club? If so, please state your position:
3.	Are you on an investment decision-making committee or are you involved in making security/investment transaction recommendations for the club (independent of a committee)? Please explain:

Certification:

I understand that my activities with regard to the above investment club must comply with UBS Global Asset Management’s Insider Trading Policies and the Code of Ethics. I will direct the investment club to send duplicate statements to the Compliance Department,

Employee Name:

(Please Print)

Signature:

Date:

1

Memorandum

Date:

To:

Cc:

From:

Re:

Investment information:

This memo outlines the agreed process for advisory accounts with                                                                                                                                        has discretion over the investment management of your account(s) with them and has supplied a written summary of the current investment policy.

If you discuss specific strategies, industries or securities with them, you agree to pre-clear any related trades that result from your discussion. As long as no discussions are held between you and                                                          relating to specific investments in your account(s) in advance of a transaction, you will not be required to pre-clear your trades. You will, however, continue to be required to submit duplicate forms and Quarterly and Annual Certifications.

In addition, if the nature of your account(s) changes from discretionary to some other type, you will immediately advise the Compliance Department.

Please acknowledge this understanding by signing below.

UBS Global Asset Management Employee Signature:

Signature:

Date:

Independent Investment Advisor Signature:

Signature:

Date:

Compliance Only:

Signature:

Date:

1

Consultants and Temporary Employees Reporting Requirements

Consultants and temporary employees who are employed for less than 30 days, but who have access to UBS Global’s trading information are subject to the following sections of the Code:

	Conflicts of Interest
	Regardless of the period of employment, Consultants and temporary employees are subject to the same fiduciary standards as all other Covered Persons. Consequently, they must ensure that they do not put their interests ahead of Advisory Clients’ and avoid making personal decisions based on any knowledge/information they acquire as a result of their employment with UBS Global. For further information, please refer to the Introduction to this Code of Ethics and/or contact the Compliance Department.
Section 2.1	Report Covered Accounts to Compliance
	Consultants and temporary employees are required to disclose the name, account number, and firm at which he/she maintains a brokerage account at the time he/she is hired.
Section 3.4	Copy the Compliance Department on Trade Confirmations
	Consultants and temporary employees are only required to provide duplicate trade confirmations for each transaction executed during the period of employment.
Section 4	Trading Restrictions
	Consultants and temporary employees are required to preclear all trades and all transactions are subject to the holding periods, lockout period requirements and other restrictions outlined in this section.
Section 5	Reporting and Certification Requirements
	Consultants and temporary employees who wish to trade options are required to submit a list of all personal investments holdings (Initial Holdings Report) at the time they are hired.

TRANSACTION REQUIREMENT MATRIX

The following chart contains many of the common investment instruments, though it is not all-inclusive. Please refer to the Code of Ethics for additional information.

	PRECLEARANCE	REPORTING/HOLDING
TRANSACTION	REQUIRED?	REQUIRED?
Mutual Funds
Mutual Funds (Open-End) not advised or Subadvised by UBS Global	No	No
Mutual Funds (Closed-End)	Yes	Yes
Mutual Funds advised or subadvised by UBS Global	No	Yes
Unit Investment Trusts	No	Yes
Variable & Fixed Annuities	No	No
Equities
UBS Stock	No	Yes
Common Stocks	Yes	Yes
ADRs	Yes	Yes
DRIPS	No	Yes
Stock Splits	No	Yes/N/A
Rights	No	Yes
Stock Dividend	No	Yes/N/A
Warrants (exercised)	Yes	Yes
Preferred Stock	Yes	Yes
IPOs	Prohibited	Prohibited
Naked Shorts against a client position	Prohibited	Prohibited
Options (Stock)
UBS (stock options)	No	Yes
Common Stocks	Yes	Yes
Exchange Traded Funds	Yes	Yes
Fixed Income
US Treasury	No	No
CDs	No	No
Money Market	No	No
GNMA	No	No
Fannie Maes	Yes	Yes
Freddie Macs	Yes	Yes
Bonds
US Government	No	No
Corporate	Yes	Yes
Convertibles (converted)	Yes	Yes
Municipal	Yes	Yes
Private Placements	Yes	Yes
Limited Partnerships	Yes	Yes
Exchange-Traded Funds
Broad based ETFs (1)	No	Yes
Industry or Sector Specific ETFs	Yes	Yes
All other Exchange Traded Funds	Yes	Yes

(1) These are ETFs that are broadly diversified and based on a broad index.

LIST OF AUTHORIZED BROKERS

1.UBS Financial Services Inc.

2.Fidelity Investments

3.Charles Schwab & Company

4.TD Ameritrade, Inc.

Employee Outside Affiliation/Outside Business Form

1.	Name of company:
2.	Nature of business:
3.	Functions to be performed:
4.	Is the company:
	o  Privately Held             o  Publicly Traded
	If publicly traded, where is its common stock traded (NYSE, AMEX, NASDAQ)?
5.	Will you have any position as a company officer?             o  Yes              o  No
6.	Position:
	Amount of time to be spent:
7.	Has UBS Global AM or any subsidiaries asked you to serve as director?         o  Yes             o  No
	(If no, please explain your reasons for wanting to serve as director)
8.	Do you provide or have you provided any service to the company
	which would conflict with your duties at UBS Global AM?                          o  Yes         o  No
	If yes, please describe:
9.	Will you receive any director’s fees or other form of compensation (direct/indirect)?      o  Yes         o  No
	a.) Amount:
	b.) Is this amount standard (same for all directors)?                                           o  Yes          o  No
	If no, describe how and why it differs:

1

10.	Do you service any accounts at UBS Global AM for this entity?		o Yes	o No
	Name	Account Number
11.	Does UBS Global AM or any subsidiaries do any business (e.g., brokerage, advisory, etc.) with the company?		o Yes	o No
	If yes, please answer the following:
	a. Who services the account and receives commission?
	b. Will you get any payment or benefit from business generated?		o Yes	o No
	c. Will you personally direct or influence the placement of business?		o Yes	o No
	d. Does the Board of Directors play any direct role in deciding on specific investments or where brokerage business is placed?		o Yes	o No
	e. Will you sit on any committee involved with specific investment decisions or the placement of brokerage business?		o Yes	o No

Employee	Compliance
Name:	Name:
(Please Print)	(Please Print)
Signature:	Signature:
Date:	Date:

(Please complete a trade request for each transaction)

I hereby request permission to:

o  BUY o  SELL o  TRANSFER (check one)

the specified security in the company indicated below for my own account or other account in which I have a beneficial interest (direct or indirect) or legal title:

Account Number:	Broker:
Name of Security:	Ticker Symbol:
Number of shares, units or contracts or face amount of bonds:

2

I have read the current Code of Ethics and believe that the above transaction complies with its requirements.

To the best of my knowledge,

(i) no Advisory Client has purchased or sold the security listed above during the last five days;

(ii) the security indicated above is not currently being considered for purchase or sale by any Advisory Client; and

(iii) the requested transaction will not result in a misuse of inside information or in any conflict of interest or impropriety with regard to any Advisory Client.

Additionally: (Please check any or all that apply)

oThis investment is being purchased or sold in a private placement (if so, please complete the “Private Placement Request Form”).

oThe proposed purchase of the above listed security, together with my current holdings, will result in my having a beneficial interest in more than 5% of the outstanding voting securities of the company. If this item is checked, state the beneficial interest you will have in the company’s voting securities after the purchase.

I SHALL DIRECT MY BROKER TO PROVIDE A COPY OF A CONFIRMATION OF THE REQUESTED TRANSACTION TO THE COMPLIANCE DEPARTMENT WITHIN 10 DAYS OF THE TRANSACTION.

PERMISSION IS EFFECTIVE ONLY ON THE DAY YOU RECEIVE APPROVAL.

Employee Signature:
Print Name:	Date Submitted:

Compliance Only

Reviewed by:
o Approved	o Denied	Date:

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EX-99.B(Q)(3)

Exhibit 99.B(q)(3)

SEI LIQUID ASSET TRUST

SEI TAX EXEMPT TRUST

SEI DAILY INCOME TRUST

SEI INSTITUTIONAL MANAGED TRUST

SEI INSTITUTIONAL INTERNATIONAL TRUST

SEI ASSET ALLOCATION TRUST

SEI INSTITUTIONAL INVESTMENTS 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, Richard W. Grant, 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/ Hubert L. Harris, Jr.	Date:	7/9/08
Hubert L. Harris, Jr., Trustee