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EXHIBIT 23(p)(3)
CODE OF ETHICS
SEI INVESTMENTS DISTRIBUTION CO.
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SEI INVESTMENTS COMPANY
CODE OF ETHICS AND
INSIDER TRADING POLICY
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April, 2000
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SEI INVESTMENTS COMPANY
CODE OF ETHICS AND INSIDER TRADING POLICY
TABLE OF CONTENTS
I. GENERAL POLICY
II. CODE OF ETHICS
A. PURPOSE OF CODE
B. EMPLOYEE/ASSOCIATE PERSONS CATEGORIES
C. GENERALLY APPLICABLE 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. DEFINITIONS APPLICABLE TO THE CODE OF ETHICS
J. RECORDKEEPING
III. INSIDER TRADING POLICY
A. WHAT IS "MATERIAL" INFORMATION?
B. WHAT IS "NONPUBLIC INFORMATION"?
C. WHO IS AN INSIDER?
D. WHAT IS MISAPPROPRIATION?
E. WHAT IS TIPPING?
F. IDENTIFYING INSIDE INFORMATION?
G. TRADING IN SEI INVESTMENTS COMPANY SECURITIES
H. VIOLATIONS OF THE INSIDER TRADING POLICY
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I. GENERAL POLICY
SEI Investments Company, through various subsidiaries (jointly "SEI"), is an
investment adviser, administrator, distributor, and/or trustee of investment
companies, collective investment trusts, investment partnerships, and asset
management accounts (jointly "Investment Vehicles"). As an investment adviser,
SEI is subject to various U.S. securities laws and regulations governing the use
of confidential information and personal securities transactions. This Code of
Ethics and Insider Trading Policy (jointly "Policy") was developed based on
those laws and regulations, and sets forth the procedures and restrictions
governing the personal securities transactions of all SEI employees.
SEI has a highly ethical business culture and expects that all employees will
conduct any personal securities transactions consistent with this Policy 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 employee invests for his or
her own account, conflicts of interest may arise between a client's and the
employee's interest. Such conflicts may include using an employee's advisory
position to take advantage of available investment opportunities, taking an
investment opportunity from a client for an employee's own portfolio, or
frontrunning, which occurs when an employee trades in his or her personal
account before making client transactions. As a fiduciary, SEI owes a duty of
loyalty to clients which requires that an employee must always place the
interests of clients first and foremost and shall not take inappropriate
advantage of his or her position. Thus, SEI employees 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 Policy, employees and other persons associated with SEI will be
subject to various pre-clearance and reporting standards for their personal
securities transactions based on their status as defined in Section B of this
Policy. Therefore, it is important that every person pay special attention to
the categories set forth in that section to determine what provisions of this
Policy applies to him or her, as well as to the sections on restrictions,
pre-clearance, and reporting of personal securities transactions.
Some employees and other persons associated with SEI outside the United States
are subject to this Policy and the applicable laws of the jurisdictions in which
they are located. These laws may differ substantially from U.S. law and may
subject employees to additional requirements. To the extent any particular
portion of the Policy is inconsistent with foreign law not included herein or
within the firm's Compliance Manual, employees should consult their designated
Compliance Officer or the Compliance Department at SEI's Oaks facility.
EACH EMPLOYEE SUBJECT TO THIS POLICY MUST READ AND RETAIN A COPY AND AGREE TO
ABIDE BY ITS TERMS. FAILURE TO COMPLY WITH THE PROVISIONS OF THIS POLICY MAY
RESULT IN THE IMPOSITION OF SERIOUS SANCTIONS, INCLUDING, BUT NOT LIMITED TO
DISGORGEMENT OF PROFITS, DISMISSAL, SUBSTANTIAL PERSONAL LIABILITY AND/OR
REFERRAL TO REGULATORY OR LAW ENFORCEMENT AGENCIES.
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Any questions regarding SEI's policy or procedures should be referred to the
Compliance Department, which currently includes Courtney Collier (X1839) and
Cyndi Parrish (x2807).
II. CODE OF ETHICS
A. PURPOSE OF CODE
This Code of Ethics ("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. Those provisions of the U.S.
securities laws were adopted to prevent persons who are actively engaged in the
management, portfolio selection or underwriting of registered investment
companies from participating in fraudulent, deceptive or manipulative acts,
practices or courses of conduct in connection with the purchase or sale of
securities held or to be acquired by such companies. Employees (including
contract employees) and other persons associated with SEI will be subject to
various pre-clearance and reporting requirements based on their responsibilities
within SEI and accessibility to certain information. Those functions are set
forth in the categories listed below.
B. EMPLOYEES/ASSOCIATE PERSONS CATEGORIES
1. ACCESS PERSON:
(a) any director, officer or general partner of SEI INVESTMENTS DISTRIBUTION
CO. ("SIDC") who, in the ordinary course of business, makes, participates in
or obtains information regarding, the purchases or sales of securities by an
Investment Vehicle for which SIDC acts as principal underwriter, or whose
functions or duties in the ordinary course of business relate to the making
of any recommendations to the Investment Vehicles regarding the purchase or
sale of securities;
(b) any director, officer, general partner or employee of SEI INVESTMENTS
MUTUAL FUND SERVICES who, in connection with his or her regular functions or
duties, participates in the selection of an Investment Vehicle's portfolio
securities, or who has access to information regarding an Investment
Vehicles' purchases or sales of portfolio securities;
(c) any natural person in a "control" relationship to an Investment Vehicle
or SEI Investments Management Company ("SIMC") who obtains information
concerning recommendations made to an Investment Vehicle with regard to the
purchase or sale of securities by the Investment Vehicle.
2. INVESTMENT PERSON - any director, officer or employee of the Asset Management
Group who (1) directly oversees the performance of one or more sub-advisers
for any Investment Vehicle for which SEI acts as investment adviser, (2)
executes or helps execute portfolio transactions for any such Investment
Vehicle, or (3) obtains or is
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able to obtain information regarding the purchase or sale of an Investment
Vehicle's portfolio securities.
3. FUND OFFICERS - any director, officer or employee of SEI who acts as a
director or officer of any U.S. registered investment company to which SEI
acts as an administrator or sub-administrator, or principal underwriter.
4. PORTFOLIO PERSONS - any director, officer or employee entrusted with direct
responsibility and authority to make investment decisions affecting one or
more client portfolios.
5. REGISTERED REPRESENTATIVE - any director, officer or employee who is
registered with the National Association of Securities Dealers as a
registered representative (Series 6, 7 or 63), a registered principal
(Series 24 or 26) or an investment representative (Series 65), regardless of
job title or responsibilities.
6. ASSOCIATE - any director, officer or employee of SEI who does not fall within
the above listed categories.
C. GENERALLY APPLICABLE PROHIBITIONS AND RESTRICTIONS
1. PROHIBITION AGAINST FRAUD, DECEIT AND MANIPULATION
ALL SEI EMPLOYEES AND ASSOCIATED 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 SEI acts as an investment adviser, administrator or
distributor:
a. employ any device, scheme or artifice to defraud the Investment
Vehicle;
b. make to the Investment Vehicle any untrue statement of a material
fact or omit to state a material fact necessary in order to make
the statements made, in light of the circumstances under which
they were made, not misleading;
c. engage in any act, practice or course of business that operates or
would operate as a fraud or deceit upon the Investment Vehicle; or
d. engage in any manipulative practice with respect to the Investment
Vehicle.
2. PERSONAL SECURITIES RESTRICTIONS
A. ACCESS PERSONS:
- may not purchase or sell, directly or indirectly, any Security
within 24 HOURS before or after the time that the same (or a
related) Security is being
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purchased or sold by any Investment Vehicle for which SEI acts as
advisor, distributor and/or administrator.
- may not acquire Securities as part of an Initial Public
Offering("IPO") without obtaining the written approval of the
designated Compliance Officer at Mutual Fund Services before
directly or indirectly acquiring a beneficial ownership in such
securities.
- may not acquire a beneficial ownership interest in Securities
issued in a private placement transaction without obtaining prior
written approval from the designated Compliance Officer at Mutual
Fund Services.
- may not receive any gift of more than de minimus value (currently
$100.00 per year) from any person or entity that does business
with or on behalf of any Investment Vehicle.
B. INVESTMENT PERSONS:
- may not purchase or sell, directly or indirectly, any Security
within 24 HOURS before or after the time that the same (or a
related) Security is being purchased or sold by any Investment
Vehicle for which SEI or one of its sub-advisers acts as
investment adviser or sub-adviser to the Investment Vehicle.
- may not profit from the purchase and sale or sale and purchase of
a Security within 60 DAYS of acquiring or disposing of Beneficial
Ownership of that Security. This prohibition does not apply to
transactions resulting in a loss, or to futures or options on
futures on broad-based securities indexes or U.S. government
securities.
- may not acquire Securities as part of an Initial Public Offering
without obtaining the written approval of the Compliance
Department before directly or indirectly acquiring a beneficial
ownership in such securities.
- may not acquire a beneficial ownership interest in Securities
issued in a private placement transaction without obtaining prior
written approval from the Compliance Department.
- may not receive any gift of more than de minimus value (currently
$100.00 per year) from any person or entity that does business
with or on behalf of any Investment Vehicle.
- may not serve on the board of directors of any publicly traded
company.
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C. PORTFOLIO PERSONS:
- may not purchase or sell, directly or indirectly, any Security
within 7 DAYS before or after a client portfolio has executed a
trade in that same (or an equivalent) Security, unless the order
is withdrawn.
- may not acquire Securities as part of an Initial Public Offering
without obtaining the written approval of the designated
Compliance Officer before directly or indirectly acquiring a
beneficial ownership in such securities.
- may not acquire a beneficial ownership interest in Securities
issued in a private placement transaction without obtaining prior
written approval from the Compliance Department.
- may not profit from the purchase and sale or sale and purchase of
a Security within 60 DAYS of acquiring or disposing of Beneficial
Ownership of that Security. This prohibition does not apply to
transactions resulting in a loss, or to futures or options on
futures on broad-based securities indexes or U.S. government
securities.
- may not receive any gift of more than de minimus value (currently
$100.00 per year) from any person or entity that does business
with or on behalf of any Investment Vehicle.
- may not serve on the board of directors of any publicly traded
company.
D. REGISTERED REPRESENTATIVES:
- may not acquire Securities as part of an Initial Public Offering.
D. PRE-CLEARANCE OF PERSONAL SECURITIES TRANSACTIONS
1. ACCESS, INVESTMENT AND PORTFOLIO PERSONS:
- must pre-clear each proposed securities transaction with the
Compliance Department or the designated Compliance Officer for
Accounts held in their names or in the names of others in which they
hold a Beneficial Ownership interest. No transaction in Securities
may be effected without the prior written approval of the Compliance
Department or the designated Compliance Officer, except as set forth
below in Section D.3 which sets forth the securities transactions
that do not require pre-clearance.
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- the Compliance Department or the designated Compliance Officer will
keep a record of the approvals, and the rationale supporting,
investments in IPO and private placement transactions.
2. REGISTERED REPRESENTATIVES/ASSOCIATES:
- must pre-clear transactions with the Compliance Department or
designated Compliance Officer ONLY IF the Registered Representative
or Associate 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.
3. TRANSACTIONS THAT DO NOT HAVE TO BE PRE-CLEARED:
- Purchases or sales over which the employee pre-clearing the
transaction ( the "Pre-clearing Person") has no direct or indirect
influence or control;
- Purchases, sales or other acquisitions of Securities which are
non-volitional on the part of the Pre-clearing Person or any
Investment Vehicle, such as purchases or sales upon exercise of puts
or calls written by the 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 which are part of an automatic dividend reinvestment plan
or automatic employee stock purchase plans;
- Purchases effected upon the exercise of rights issued by an issuer
PRO RATA to all holders of a class of its Securities, to the extent
such rights were acquired from such issuer;
- Acquisitions of Securities through gifts or bequests; and
- Transactions in OPEN-END mutual funds.
4. PRE-CLEARANCE PROCEDURES:
- All requests for pre-clearance of securities transactions must be
submitted to the Compliance Department or the designated Compliance
Officer by completing a Pre-clearance Request Form (attached as
EXHIBIT 1). SEI Employees located in the U.S. with access to the I
drive may also complete an electronic version of the form located at
I:\register\preform.doc.
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- The following information MUST be provided on the Form:
a. Name, date, extension, title;
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 held in a portfolio or Investment Vehicle, part
of an initial public offering, or part of a private
placement transaction; and
c. Signature and date; if electronically submitted, initial and
date.
- The Compliance Department or the designated Compliance Officer will
notify the employee whether the request is approved or denied by
telephone or email, and by sending a copy of the signed form to the
employee. An employee is not officially notified that the transaction
has been pre-cleared until he or she receives a copy of the signed
form. Employees should retain copies of the signed form.
- Employees may not submit a Pre-clearance Request Form for a
transaction that he or she does not intend to execute.
- Pre-clearance authorization is valid for 3 BUSINESS DAYS ONLY.
Transactions, which are not completed within this period, must be
resubmitted with an explanation why the previous pre-cleared
transaction was not completed.
- Investment persons must submit to the Compliance Department or the
designated Compliance Officer transaction reports showing the
transactions in all the Investment Vehicles for which SEI or a
sub-adviser serves as an investment adviser for the 24 hour period
before and after the date on which their securities transactions were
effected. Transaction reports need only be submitted for the
portfolios that hold or are eligible to purchase and sell the types
of securities proposed to be bought or sold by the Investment Person.
For example, if the Investment Person seeks to obtain approval for a
proposed equity trade, only the transaction reports for the
portfolios effecting transactions in equity securities are required.
- The Compliance Department or the designated Compliance Officer will
maintain pre-clearance records for 5 years.
E. REPORTING REQUIREMENTS
1. DUPLICATE BROKERAGE STATEMENTS [ALL EMPLOYEES]
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- All SEI Employees are required to instruct their brokers/dealers to
file duplicate brokerage statements with the Compliance Department at
SEI Oaks. Employees in SEI's global offices are required to have
their duplicate statements sent to the offices in which they are
located. Statements must be filed for all Accounts (including those
in which employees have a Beneficial Ownership interest), except
those that trade exclusively in open-end mutual funds, government
securities, or SEI stock through the employee stock/stock option
plan. Failure of a broker-dealer to send duplicate statements will
not excuse an Employee's violation of this Section, unless the
Employee demonstrates that he or she took every reasonable step to
monitor the broker's or dealer's compliance.
- Sample letters instructing the brokers/dealers to send the statements
to SEI are attached as EXHIBIT 2, and may be found at
I:\register\407pers.doc and I:\register\permltr.doc. If the broker or
dealer requires a letter authorizing a SEI employee to open an
account, the permission letter may used and may be found at
I:\register\permltr.doc. Please complete the necessary information in
the letter and forward a signature ready copy to the Compliance
Department (Courtney Collier or Cyndi Parrish).
- If no such duplicate statement can be supplied, the Employee should
contact the Compliance Department or the designated Compliance
Officer.
2. INITIAL HOLDINGS REPORT [ACCESS, INVESTMENT AND PORTFOLIO PERSONS AND FUND
OFFICERS]
- Access, Investment and Portfolio Persons and Fund Officers, must
submit an Initial Holdings Report to the Compliance Department or
designated Compliance Officer disclosing EVERY security beneficially
owned directly or indirectly by such person within 10 days of
becoming an Access, Investment or Portfolio Person or Fund Officer.
Initial Holding Reports that are not returned by the date they are
due will be considered late and WILL be reported as violations of the
Code of Ethics.
- The Initial Holdings Report must include the following information:
(1) the title of the security; (2) the number of shares held; (3) the
principal amount of the security; and (4) the name of the broker,
dealer or bank where the security is held. The information disclosed
in the report must be current as of a date no more than 30 days
before the report is submitted.
- The Initial Holdings Report is attached as EXHIBIT 3 to this Code and
can be found on the I drive at I:\register\inhold.doc.
3. QUARTERLY REPORT OF SECURITIES TRANSACTIONS [ACCESS, INVESTMENT AND PORTFOLIO
PERSONS AND FUND OFFICERS]
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- Access, Investment and Portfolio Persons, and Fund Officers, must
submit quarterly transaction reports of the purchases and/or sales of
securities in which such persons have a direct or indirect Beneficial
Ownership interest (SEE EXHIBIT 4- Quarterly Transaction Report). The
report will be provided to all of the above defined persons before
the end of each quarter by the Compliance Department or the
designated Compliance Officer and must be completed and returned NO
LATER THAN 10 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 reported as violations of the
Code of Ethics. Any person who repeatedly return the reports late (5
late filings) may be subject to a monetary fine for his or her 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; and
d. The name of the broker, dealer or bank through whom the
transaction was effected.
4. ANNUAL REPORT OF SECURITIES HOLDINGS [ACCESS, INVESTMENT AND PORTFOLIO
PERSONS AND FUND OFFICERS]
- On an annual basis, Access, Investment and Portfolio Persons, and
Fund Officers, must submit to the Compliance Department or the
designated Compliance Officer an Annual Report of Securities Holdings
that contains a list of all securities subject to this Code in which
they have any direct or indirect Beneficial Ownership interest (SEE
EXHIBIT 5 - ANNUAL SECURITIES HOLDINGS REPORT). The information
disclosed in the report must be current as of a date no more than 30
days before the report is submitted. The report will be provided to
the above defined persons by the Compliance Department or designated
Compliance Officer. The form may also be found on the I drive at
I:\register\annualholdings.doc.
- Annual reports must be returned to the Compliance Department or the
designated 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 reported as
violations of the Code of Ethics.
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Any person who repeatedly returns the reports late (5 late filings)
may be subject to a monetary fine for his or her Code of Ethics
violations.
5. ANNUAL CERTIFICATION OF COMPLIANCE [ALL EMPLOYEES]
- All employees 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.
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- The Compliance Department or the designated Compliance Officer will
send out annual forms (attached as EXHIBIT 6) to all employees that
must be completed and returned NO LATER THAN 30 DAYS after the end of
the calendar year.
F. DETECTION AND REPORTING OF CODE VIOLATIONS
The Compliance Department or the designated Compliance Officer will:
- review the personal securities transaction reports or duplicate
statements filed by Employees and compare the reports or statements
to the Investment Vehicles' completed portfolio transactions. The
review will be performed on a quarterly basis. If the Compliance
Department or designated Compliance Officer determines that a
compliance violation may have occurred, the Compliance Department
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 the Investment Vehicles that, (1)
describes the issues that arose during the year under this Code,
including, but not limited to, material violations of and sanctions
under the Code, and (2) certifies that SEI has adopted procedures
reasonably necessary to prevent its access, investment and
portfolio personnel from violating this Code; and
- prepare a written report to SEI management personnel outlining any
violations of the Code together with recommendations for the
appropriate penalties.
- 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.
G. VIOLATIONS OF THE CODE OF ETHICS
1. PENALTIES:
- Employees who violate the Code of Ethics may be subject to serious
penalties which may include:
- written warning;
- reversal of securities transaction;
- restriction on trading privileges;
- disgorgement of trading profits;
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- fine;
- suspension or termination of employment; and/or
- referral to regulatory or law enforcement agencies.
2. PENALTY FACTORS:
- Factors which may be considered in determining an appropriate penalty
include, but are not limited to:
- the harm to clients;
- the frequency of occurrence;
- the degree of personal benefit to the employee;
- the degree of conflict of interest;
- the extent of unjust enrichment;
- evidence of fraud, violation of law, or reckless disregard of a
regulatory requirement; and/or
- the level of accurate, honest and timely cooperation from the
employee.
H. CONFIDENTIAL TREATMENT
- The Compliance Department or the designated Compliance Officer will
use their best efforts to assure that all requests for pre-clearance,
all personal securities transaction reports and all reports for
securities holding are treated as "Personal and Confidential."
However, such documents will be available for inspection by
appropriate regulatory agencies and other parties within and outside
SEI as are necessary to evaluate compliance with or sanctions under
this Code.
I. DEFINITIONS APPLICABLE TO THE CODE OF ETHICS
1. ACCOUNT - a securities trading account held by an Employee 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 Employee benefits directly or
indirectly; any partnership (general, limited or otherwise) of which the
Employee is a general partner or a principal of the general partner; and any
other account over which the Employee exercises investment discretion.
2. BENEFICIAL OWNERSHIP - Security ownership in which a person has a direct or
indirect financial interest. Generally, an employee will be regarded as a
beneficial owner of Securities that are held in the name of:
a. a spouse or domestic partner;
b. a minor child;
c. a relative who resides in the employee's household; or
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d. any other person IF: (a) the employee 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
employee can obtain title to the securities now or in the future.
4. CONTROL - means the same as it does under Section 2(a)(9) of the 1940 Act.
Section 2(a)(9) provides that "control" means the power to exercise a
controlling influence over the management or policies of a company, unless
such power is solely the result of an official position with such company.
Ownership of 25% or more of a company's outstanding voting securities is
presumed to give the holder of such securities control over the company. The
facts and circumstances of a given situation may counter this presumption.
5. 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.
5. PURCHASE OR SALE OF A SECURITY - includes the writing of an option to
purchase or sell a security.
6. SECURITY - includes notes, bonds, stocks (including closed-end funds),
convertibles, preferred stock, options on securities, futures on broad-based
market indices, warrants and rights. A "Security" DOES NOT INCLUDE direct
obligations of the U.S. Government ; bankers' acceptances, bank certificates
of deposit, commercial paper and high quality short-term debt instruments,
including repurchase agreements; and, shares issued by open-end mutual funds.
J. RECORDKEEPING
SEI will maintain records as set forth below. These records will be maintained
in accordance with Rule 31a-2 under the 1940 Act and the following requirements.
They will be available for examination by representatives of the Securities and
Exchange Commission and other regulatory agencies.
1. 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.
2. A record of any Code violation and of any sanctions taken will be
preserved in an easily accessible place for a period of at least five
years following the end of the fiscal year in which the violation
occurred.
3. A copy of each Quarterly Transaction Report, Initial Holdings Report, and
Annual Holdings Report submitted under this Code, including any
information provided in lieu of any such reports made under the Code,
will be preserved for a period of
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at least five years from the end of the fiscal year in which it is made,
for the first two years in an easily accessible place.
4. A record of all persons, currently or within the past five years, who are
or were required to submit reports under this Code, or who are or were
responsible for reviewing these reports, will be maintained in an easily
accessible place for a period of at least five years from the end of the
calendar year in which it is made.
5. A record of any decision, and the reasons supporting the decision, to
approve the acquisition of securities acquired in an IPO or LIMITED
OFFERING, for at least five years after the end of the fiscal year in
which the approval is granted.
III. INSIDER TRADING POLICY
All Employees are required to refrain from investing in Securities based on
material nonpublic inside information. This policy is based on the U.S. federal
securities laws that prohibit any person from:
1. trading on the basis of material, nonpublic information;
2. tipping such information to others;
3. recommending the purchase or sale of securities on the basis of such
information;
4. assisting someone who is engaged in any of the above activities; and
5. trading a security, which is the subject of an actual or impending
tender offer when in possession of material nonpublic information
relating to the offer.
This includes any confidential information that may be obtained by Access,
Investment and Portfolio Persons, and Fund Officers, regarding the advisability
of purchasing or selling specific securities for any Investment Vehicles or on
behalf of clients. Additionally, this policy includes any confidential
information that may be obtained about SEI Investments Company or any of its
affiliated entities. This Section outlines basic definitions and provides
guidance to Employees with respect to this Policy.
A. WHAT IS "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, if disclosing certain information will have a substantial effect on
the price of a company's securities, or on the perceived value of the company or
of a controlling interest in the company, the information is material, but
information may be material even if it does not have any immediate direct effect
on price or value. There is no simple "bright line" test to determine when
information is material; assessments of materiality involve a highly
fact-specific inquiry. For this reason, any question as to whether information
is material should be directed to the Compliance Department.
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B. WHAT IS "NONPUBLIC" INFORMATION?
INFORMATION ABOUT A PUBLICLY TRADED SECURITY OR ISSUER 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.
Information about securities that are not publicly traded, or about the issuers
of such securities, is not ordinarily disseminated broadly to the public.
However, for purposes of this Policy, such private information may be considered
"public" private information to the extent that the information has been
disclosed generally to the issuer's security holders and creditors. For example,
information contained in a private placement memorandum to potential investors
may be considered "public" private information with respect to the class of
persons who received the memorandum, BUT MAY STILL BE CONSIDERED "NONPUBLIC"
INFORMATION WITH RESPECT TO CREDITORS WHO WERE NOT ENTITLED TO RECEIVE THE
MEMORANDUM. As another example, a controlling shareholder may have access to
internal projections that are not disclosed to minority shareholders; such
information would be considered "nonpublic" information.
C. WHO IS AN INSIDER?
Unlawful insider trading occurs when a person, who is considered an insider,
with a duty not to take advantage of material nonpublic information violates
that duty. Whether a duty exists is a complex legal question. This portion of
the Policy is intended to provide an overview only, and should not be read as an
exhaustive discussion of ways in which persons may become subject to insider
trading prohibitions.
Insiders of a company include its officers, directors (or partners), and
employees, and may also include a controlling shareholder or other controlling
person. A person who has access to information about the company because of some
special position of trust or has some other confidential relationship with a
company is considered a temporary insider of that company. Investment advisers,
lawyers, auditors, financial institutions, and certain consultants AND ALL OF
THEIR OFFICERS, DIRECTORS OR PARTNERS, AND EMPLOYEES are all likely to be
temporary insiders of their clients.
Officers, directors or partners, and employees of a controlling shareholder may
be temporary insiders of the controlled company, or may otherwise be subject to
a duty not to take advantage of inside information.
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<PAGE>
D. WHAT IS MISAPPROPRIATION?
Misappropriation usually occurs when a person acquires inside information about
Company A in violation of a duty owed to Company B. For example, an employee of
Company B may know that Company B is negotiating a merger with Company A; the
employee has material nonpublic information about Company A and must not trade
in Company A's shares.
For another example, Employees who, because of their association with SEI,
receive inside information as to the identity of the companies being considered
for investment by SEI Investment Vehicles or by other clients, have a duty not
to take advantage of that information and must refrain from trading in the
securities of those companies.
E. WHAT IS TIPPING?
Tipping is passing along inside information; the recipient of a tip (the
"tippee") becomes subject to a duty not to trade while in possession of that
information. A tip occurs when an insider or misappropriator (the "tipper")
discloses inside information to another person, who knows or should know that
the tipper was breaching a duty by disclosing the information and that the
tipper was providing the information for an improper purpose. Both tippees and
tippers are subject to liability for insider trading.
F. IDENTIFYING INSIDE INFORMATION
Before executing any securities transaction for your personal account or for
others, you must consider and determine WHETHER YOU HAVE ACCESS TO MATERIAL,
NONPUBLIC INFORMATION. If you THINK that you might have access to material,
nonpublic information, you MUST take the following steps:
1. Report the information and proposed trade immediately to the Compliance
Department or designated Compliance Officer;
2. Do not purchase or sell the securities on behalf of yourself or others; and
3. Do not communicate the information inside or outside SEI, other than to the
Compliance Department or designated Compliance Officer.
These prohibitions remain in effect until the information becomes public.
Employees managing the work of consultants and temporary employees who have
access to material nonpublic information are responsible for ensuring that
consultants and temporary employees are aware of this Policy and the
consequences of non-compliance.
G. TRADING IN SEI INVESTMENTS COMPANY SECURITIES
This Policy applies to ALL EMPLOYEES with respect to trading in the securities
of SEI Investments Company, including shares held directly or indirectly in the
Company's 401(k)
19
<PAGE>
plan. Employees, particularly "officers" (as defined in Rule 16(a)-1(f) in the
Securities Exchange Act of 1934, as amended), of the company should be aware of
their fiduciary duties to SEI and should be sensitive to the appearance of
impropriety with respect to any of their personal transactions in SEI's publicly
traded securities. Thus, the following restrictions apply to all transactions in
SEI's publicly traded securities occurring in an employee's Account and in all
other accounts in which the employee benefits directly or indirectly, or over
which the employee exercises investment discretion.
- BLACKOUT PERIOD - DIRECTORS AND OFFICERS are prohibited from buying or
selling SEI's publicly traded securities during the blackout period. The
blackout periods are as follows:
- for the first, second and third quarterly financial reports - begins
at the close of the prior quarter and ends after SEI publicly
announces the financial results for that quarter.
- for the annual and fourth quarter financial reports - begins on the
6th business day of the first month following the end of the calendar
year-end and ends after SEI publicly announces its financial results.
All securities trading during this period may only be conducted with the
approval of SEI's General Counsel or the Compliance Director. In no event
may securities trading in SEI's stock be conducted while an Director or
Officer of the company is in possession of material nonpublic information
regarding SEI.
- MAJOR EVENTS - Employees who have knowledge of any SEI events or
developments that may have a "material" impact on SEI's stock that have not
been publicly announced are prohibited from buying or selling SEI's publicly
traded securities before such announcements. (SEE definition of "material
information" contained in III. A. above.)
- SHORT SELLING AND DERIVATIVES TRADING PROHIBITION - All employees are
prohibited from engaging in short sales and options trading of SEI's common
stock.
Section 16(a) directors and officers are subject to the following additional
trading restriction.
- SHORT SWING PROFITS - Directors and Officers may not profit from the
purchase and sale or sale and purchase of SEI's securities within 6 MONTHS
of acquiring or disposing of Beneficial Ownership of that Security.
H. VIOLATIONS OF THE INSIDER TRADING POLICY
Unlawful trading of securities while in possession of material nonpublic
information, or improperly communicating that information to others, is a
violation of the federal securities laws and may expose violators to stringent
penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten
years imprisonment. The SEC can recover the profits gained or losses avoided
through the violative trading, a penalty of up to three times the illicit
20
<PAGE>
windfall or loss avoided, and an order permanently enjoining violators from such
activities. Violators may be sued by investors seeking to recover damages for
insider trading violations. In addition, violations by an employee of SEI may
expose SEI to liability. SEI views seriously any violation of this Policy, even
if the conduct does not, by itself, constitute a violation of the federal
securities laws. Violations of this Policy constitute grounds for disciplinary
sanctions, including dismissal.
21
<PAGE>
SEI INVESTMENTS COMPANY
CODE OF ETHICS AND INSIDER TRADING POLICY
EXHIBITS
EXHIBIT 1 PRE-CLEARANCE REQUEST FORM
EXHIBIT 2 ACCOUNT OPENING LETTERS TO BROKERS/DEALERS
EXHIBIT 3 INITIAL HOLDINGS REPORT
EXHIBIT 4 QUARTERLY TRANSACTION REPORT
EXHIBIT 5 ANNUAL SECURITIES HOLDINGS REPORT
EXHIBIT 6 ANNUAL COMPLIANCE CERTIFICATION
22
<PAGE>
EXHIBIT 1
23
<PAGE>
--------------------------------------------------------------------------------
PRECLEARANCE REQUEST FORM
--------------------------------------------------------------------------------
Name: Date:
Ext #: Title/Position:
--------------------------------------------------------------------------------
TRANSACTION DETAIL: I REQUEST PRIOR WRITTEN APPROVAL TO EXECUTE THE FOLLOWING
TRADE:
--------------------------------------------------------------------------------
Buy: / / Sell: / / Security Name: Security type:
No. of Shares: Price: If sale, date acquired:
Held in an SEI Portfolio: Yes / / No / / If yes, provide: (a) the Portfolio's
name:
(b) the date Portfolio bought or sold the security:
Initial Public Offering: Private Placement:
/ / Yes / / No / / Yes / / No
--------------------------------------------------------------------------------
DISCLOSURE STATEMENTS
--------------------------------------------------------------------------------
I hereby represent that, to the best of my knowledge, neither I nor the
registered account holder: (1) have knowledge of a possible or pending purchase
or sale of the above security in any of the portfolios for which SEI acts as an
investment adviser, distributor, administrator, or for which SEI oversees the
performance of one or more it sub-advisers; (2) is in possession of any material
nonpublic information concerning the security to which this request relates; and
(3) is engaging in any manipulative or deceptive trading activity.
I acknowledge that if the Compliance Officer to whom I submit this written
request determines that the above trade would contravene SEI Investments
Company's Code of Ethics and Insider Trading Policy ("the Policy"), the
Compliance Officer in his or her sole discretion has the right not to approve
the trade, and I undertake to abide by his or her decision.
I acknowledge that this authorization is valid for a period of three (3)
business days.
--------------------------------------------------------------------------------
Signature: Date:
--------------------------------------------------------------------------------
COMPLIANCE OFFICER'S USE ONLY
--------------------------------------------------------------------------------
Approved: / / Disapproved: / / Date:
By: Comments:
Transaction Report Received: Yes / / No / /
--------------------------------------------------------------------------------
NOTE: This preclearance will lapse at the end of the day on , 20 .
If you decide not to effect the trade, please notify the Compliance Department
or designated Compliance Officer immediately.
24
<PAGE>
EXHIBIT 2
25
<PAGE>
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 Distribution, Co., a
registered broker/dealer an/or SEI Investments Management Corporation, a
registered investment adviser. Please send DUPLICATE STATEMENTS ONLY of this
brokerage account to the attention of:
SEI Investments Company
Attn: The Compliance Department
One Freedom Valley Drive
Oaks, PA 19456
This request is made pursuant to SEI's Code of Ethics and Insider Trading Policy
and Rule 3050 of the NASD's Code of Conduct.
Thank you for your cooperation.
Sincerely,
Your name
26
<PAGE>
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 Distribution, Co., a registered broker/dealer and/or SEI Investments
Management Corporation, a registered investment adviser. We grant permission for
him/her to open a brokerage account with your firm and request that you send
DUPLICATE STATEMENTS ONLY of this employee's brokerage account to:
SEI Investments Company
Attn: The Compliance Department
One Freedom Valley Drive
Oaks, PA 19456
This request is made pursuant to SEI's Code of Ethics and Insider Trading Policy
and Rule 3050 of the NASD's Code of Conduct.
Thank you for your cooperation.
Sincerely,
Cynthia M. Parrish
Compliance Director
27
<PAGE>
EXHIBIT 3
<PAGE>
SEI INVESTMENTS COMPANY
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: _____________________________________________
<TABLE>
<CAPTION>
SECURITIES HOLDINGS
--------------------------------------------------------------------------------------------------------------------
Name of Issuer and Title of Security No. of Shares (if applicable) Principal Amount, Maturity Date and
Interest Rate (if applicable)
<S> <C> <C>
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
If you have no securities holdings to report, please check here. / /
<CAPTION>
SECURITIES ACCOUNTS
--------------------------------------------------------------------------------------------------------------------
Name of Broker, Dealer or Bank Name(s) on and Type of Account
<S> <C>
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
</TABLE>
If you have no securities accounts to report, please check here. / /
I CERTIFY THAT I HAVE INCLUDED ON THIS REPORT ALL SECURITIES TRANSACTIONS AND
ACCOUNTS REQUIRED TO BE REPORTED PURSUANT TO THE CODE OF ETHICS.
Signature: ____________________ Date: ________
Received by: __________________
2
<PAGE>
EXHIBIT 4
3
<PAGE>
SEI INVESTMENTS COMPANY
QUARTERLY TRANSACTION REPORT
TRANSACTION RECORD OF SECURITIES DIRECTLY OR INDIRECTLY BENEFICIALLY OWNED
FOR THE QUARTER ENDED _____________
NAME:______________________________________
SUBMISSION DATE:_____________________________
<TABLE>
<CAPTION>
SECURITIES TRANSACTIONS
------------------------------------------------------------------------------------------------------------------------------------
Date of Transaction Name of Issuer and No. of Shares (if Principal Amount, Type of Transaction Price Name of Broker,
Title of Security applicable) Maturity Date and Dealer or Bank
Interest Rate (if Effecting
applicable) Transaction
<S> <C> <C> <C> <C> <C> <C>
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
If you had no reportable transactions during the quarter, please check here. / /
<CAPTION>
SECURITIES ACCOUNTS
If you established an account within the quarter, please provide the following
information:
-------------------------------------------------------------------------------------------------------------------
Name of Broker, Dealer or Bank Date Account was Established Name(s) on and Type of Account
<S> <C> <C>
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
</TABLE>
If you did not establish a securities account during the quarter, please check
here. / /
4
<PAGE>
This report is required of all officers, directors and certain other persons
under Section 204 of the Investment Advisers Act of 1940 and Rule 17j-1 of the
Investment Company Act of 1940 and is subject to examination. Transactions in
direct obligations of the U.S. Government need not be reported. In addition,
persons need not report transactions in bankers' acceptances, certificates of
deposit, commercial paper or open-end investment companies. THE REPORT MUST BE
RETURNED WITHIN 10 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.
By signing this document, I represent that all reported transactions were
pre-cleared through the Compliance Department or the designated Compliance
Officer in compliance with the SEI Investments Company Code of Ethics and
Insider Trading Policy. 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: _______________________
5
<PAGE>
EXHIBIT 5
6
<PAGE>
SEI INVESTMENTS COMPANY
ANNUAL SECURITIES HOLDINGS REPORT
AS OF DECEMBER 31, ____
NAME OF REPORTING PERSON: __________________
<TABLE>
<CAPTION>
SECURITIES HOLDINGS
------------------------------------------------------------------------------------------------------------------------------------
Name of Issuer and Title of Security No. of Shares (if applicable) Principal Amount, Maturity Date and
Interest Rate (if applicable)
<S> <C> <C>
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
If you had no securities holding to report this year, please check here.
<CAPTION>
SECURITIES ACCOUNTS
------------------------------------------------------------------------------------------------------------------------------------
Name of Broker, Dealer or Bank Date Account was Established Name(s) on and Type of Account
<S> <C> <C>
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
If you have no securities accounts to report this year, please check here. / /
I certify that the above list is an accurate and complete listing of all
securities in which I have a direct or indirect beneficial interest.
----------------------------- -------------------------------
Signature Received by
------------
Date
Note: DO NOT report holdings of U.S. Government securities, bankers'
acceptances, certificates of deposit, commercial paper and mutual funds.
7
<PAGE>
EXHIBIT 6
<PAGE>
SEI INVESTMENTS COMPANY
CODE OF ETHICS
ANNUAL COMPLIANCE CERTIFICATION
TO: COMPLIANCE DEPARTMENT
FROM (PLEASE PRINT):
DATE:
1. I hereby acknowledge receipt of a copy of the Code of Ethics and Insider
Trading Policy.
2. I have read and understand the Code of Ethics and Insider Trading Policy
and recognize that I am subject thereto.
3. I hereby declare that I have complied with the terms of the Code of Ethics
and Insider Trading Policy.
Signature: __________________
Date:_________
Received by: ________________
9
