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EX-99.B(p)(7)
CODE OF ETHICS
Scope and Purpose
This Code of Ethics (the "Code") applies to:
<TABLE>
<S> <C> <C>
. all directors, officers and employees of: } }
- Schroder Investment Management North America Inc., Collectively }
- Schroder Investment Management North America Limited } "SIM NA" }
- Schroder Fund Advisors Inc., ("SFA") } Collectively
} The "US
} Schroder
. Schroder Investment Management International Limited } Group"
("SIMIL") }
. New York based employees of Schroder US Holdings }
Inc. ("SI") who are located on the 34/th/ floor of }
Seventh Ave, New York, N.Y. 10019.
. all persons employed by any subsidiary of Schroders }
plc ("Schroders") who are Access Persons (as defined }
below) of any registered investment company managed by }
SIM NA. }
</TABLE>
Set forth below is the Code of Ethics (the "Code") for the US Schroder Group, as
required by Rule 17j-1 under the Investment Company Act of 1940 (the "Investment
Company Act"), Section 204A of the Investment Advisers Act of 1940 (the
"Advisers Act"), Rule 204-2(a)(12) under the Advisers Act and Section 20A of the
Securities Exchange Act of 1934 (the "Exchange Act"). The Code applies to every
employee (full- and part-time) of the US Schroder Group.
The objective of the Code is to ensure that all business dealings and securities
transactions undertaken by employees, whether for clients or for personal
purposes, are subject to the highest ethical standards. Incorporated within the
Code are an Insider Trading Policy and a Personal Securities Transactions
Policy, which contain procedures that must be followed by all personnel.
Every employee, by means of an Annual Certification of Compliance with the Code
of Ethics (see Exhibit B), must retain, read and acknowledge receipt and
understanding of this Code, which will be updated as necessary. Any questions
regarding the Code should be referred to the appropriate Ethics Supervisor.
The Code contains additional restrictions and requirements for certain Access
Persons (as defined in Appendix A), including all US Schroder Group fund
managers, investment analysts, traders, and those employees who, in connection
with their duties, are aware of securities under consideration for purchase or
sale on behalf of clients. Such persons will
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be notified in writing of their status. These restrictions are designed to
prevent any conflict or the appearance of any conflict of interest between
trading for their personal accounts and securities transactions initiated or
recommended for clients.
Statement of Policies
(a) Confidentiality
Personnel are expected to honor the confidential nature of company and
client affairs. Information designated as confidential shall not be
communicated outside of the US Schroder Group or other affiliated companies
of Schroders other than to advisers consulted on a confidential basis, and
shall only be communicated within Schroders on a "need to know" basis or as
otherwise authorized by management in conformity with the Code.
Personnel must also avoid making unnecessary disclosure of any internal
information concerning Schroders and its business relationships and must
use such information in a prudent and proper manner in the best interests
of Schroders and its clients.
(b) Level of Care
Personnel are expected to represent the interests of Schroders and its
clients in an ethical manner and to exercise due skill, care, prudence and
diligence in all business dealings, including but not limited to compliance
with all applicable regulations and laws, and to avoid illegal activities
and other conduct specifically prohibited to its personnel by the
respective policies of any of the US Schroder Group companies in relation
to which a person is a director, officer or employee.
(c) Fiduciary Duties
All personnel have fiduciary duties:
(i) at all times to place the interests of their clients before their own
and not to take inappropriate advantage of their position, and
(ii) to conduct themselves in a manner which will avoid any actual or
potential conflict of interest or any abuse of a position of trust and
responsibility.
(d) Requirements
(i) Personnel are required to comply with the Insider Trading Policy and
Personal Securities Transactions Policy incorporated herein.
(ii) Personnel are prohibited from receiving any gift or other thing of
more than de minimis value from any person or entity that does
business with or on behalf of any client.
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Personnel are prohibited from serving on the board of directors of any publicly
listed or traded company or of any company whose securities are held in any
client portfolio, except with the prior authorization of the Chairman or Chief
Executive of SIM NA, the Chairman of SIMIL or, in their absence, a majority of
the Ethics Committee, based upon a determination that the board service would be
consistent with the interests of Schroders' clients. If permission to serve as
a director is given, the company will be placed permanently on Section Two of
the US Schroder Group Restricted List. Transactions in that company's
securities for client and personal securities accounts will only be authorized
when certification has been obtained from that company's Secretary or similar
officer that its directors are not in possession of material price sensitive
information with respect to its securities.
Compliance
The Ethics Committee (see Appendix A) is responsible for ensuring that a copy of
the Code is delivered to all persons at the time of the commencement of their
employment with any US Schroder Group company, as well as on an annual basis.
As a condition of continuing employment, each employee is required to
acknowledge in writing receipt of a copy of the Code and that he or she has
understood the obligations and responsibilities hereunder and on an annual basis
to certify compliance with it on the form provided.
The Ethics Supervisors (see Appendix A) are each responsible for maintaining
with respect to their company the records and filings required under the Code
and must report immediately to the Ethics Committee any evidence of a breach of
the Code by any personnel. Following such report, there will be a prompt review
of the situation by the Ethics Committee and, if necessary, appropriate
disciplinary and/or dismissal proceedings will be instituted, including, but not
limited to, referral to the appropriate regulatory agency. Each Ethics
Supervisor will conduct a regular annual review, in addition to any other
special reviews which may be deemed appropriate by the Ethics Supervisor, to
supervise the operation of the Code (including the Insider Trading and Personal
Securities Transactions Policies) and will report such reviews by January 31st
of each year to the Ethics Committee or other senior officer of the US Schroder
Group appointed to receive this information.
Questions
All questions about an individual's responsibilities and obligations under the
Code of Ethics should be referred to any member of the Ethics Committee, to the
Chief Compliance Officer in New York or London, to the General Counsel of
Schroder U.S. Holdings Inc., or to the relevant Ethics Supervisor.
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INSIDER TRADING POLICY
The Scope and Purpose of the Policy
It is a violation of United States federal law and a serious breach of
Schroders' policies for any employee to trade in, or recommend trading in, the
securities of a company, either for his/her personal gain or on behalf of the
firm or its clients, while in the possession of material, nonpublic information
("inside information") which may come into his/her possession either in the
course of performing his/her duties, or through personal contacts. Such
violations could subject you, Schroders, and our parent organizations, to
significant civil as well as criminal liability, including the imposition of
monetary penalties, and could also result in irreparable harm to the reputation
of Schroders. Tippees (i.e., persons who receive material, nonpublic
----
information) also may be held liable if they trade or pass along such
information to others.
The US Insider Trading and Securities Fraud Enforcement Act of 1988 ("ITSFEA")
requires all broker-dealers and investment advisers to establish and enforce
written policies and procedures reasonably designed to prevent misuse of
material, non-public information. Although ITSFEA itself does not define
"insider trading", the US Supreme Court has previously characterized it as the
purchase or sale of securities (which include debt instruments and put and call
options) while in possession of information which is both material and non-
public, i.e., information not available to the general public about the
----
securities or related securities, the issuer and in some cases the markets for
the securities. The provisions of ITSFEA apply both to trading while in
possession of such information and to communicating such information to others
who might trade on it improperly. This policy supplements the policies and
procedures set forth in SIM NA, SFA's and SI's Chinese Wall Procedures, which
are incorporated herein by reference.
Materiality
Insider information is generally understood as material information about an
issuer of publicly-traded securities that has not been made known to either the
professional investment community or to the public at large. Inside information
is material if it would be likely to have an effect on the price of the issuer's
securities or if a reasonable investor would be likely to consider it important
in making his/her investment decision. Such information usually originates from
the issuer itself and could include, among other things, knowledge of a
company's earnings or dividends, a significant change in the value of assets,
changes in key personnel or plans for a merger or acquisition.
For example, a portfolio manager, analyst or trader may receive information
about an issuer's earnings or a new product in a private communication with the
issuer. Such information is usually considered material and is generally inside
information because it has not been effectively disseminated to the public at
large. As a general rule, any information received from an issuer that has not
been made public in a press release or a public filing will be considered inside
information. Upon learning the information, the employee may not purchase or
sell securities of the issuer for him/herself or for any account under
management until the information is effectively disseminated to the public.
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If an employee has received information regarding an issuer and he/she believes
that the information given has not been given in breach of fiduciary duties,
then that person may retain and act upon the information.
Market information which emanates from outside the corporation but affects the
market price of an issuer's securities can also be inside information. For
example, inside information can also originate within Schroders itself. This
would include knowledge of activities or plans of an affiliate, or knowledge of
securities transactions that are being considered or executed on behalf of
clients. Inside information can also be obtained from knowledge about a client
that an employee has discovered in his/her dealings with that client. Inside
information pertaining to a particular issuer could also involve another company
that has a material relationship to the issuer, such as a major supplier's
decision to increase its prices.
In addition, Rule 14e-3 under the Exchange Act makes it unlawful to buy or sell
securities while in possession of material information relating to a tender
offer, if the person buying or selling the securities knows or has reason to
know that the information is nonpublic and has been acquired, directly or
indirectly from the person making or planning to make the tender offer, from the
target company, or from any officer, director, partner or employee or other
person acting on behalf of either the bidder or the target company. This rule
prohibits not only trading, but also the communication of material, nonpublic
information relating to a tender offer to another person in circumstances under
which it is reasonably foreseeable that the communication will result in a trade
by someone in possession of the material, nonpublic information.
Procedures and Responsibilities of Employees
1. Personnel who acquire non-public information (that may possibly be material)
about a company are immediately prohibited:
(a) from trading in the securities of that company or related securities
and financial instruments (as defined below) whether for client
accounts, for Schroder company accounts, or for any Personal Account
(see definition in Appendix A), and
(b) from communicating the information either inside or outside Schroders
except as provided below.
2. Such personnel, other than Senior Executives as defined in the Chinese Wall
Procedures, are required immediately to notify the most senior-ranking
available member of the Ethics Committee (see Appendix A) who will evaluate
whether the information is both material and non-public.
IF YOU ARE IN ANY DOUBT, SPEAK TO THE SENIOR-RANKING AVAILABLE MEMBER OF THE
ETHICS COMMITTEE.
3. If the information is determined by this member of the Ethics Committee to
be material and non-public, all securities of the relevant company (or
companies)
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and related securities or financial instruments will be placed on Section
One of the US Schroder Group Restricted List (see discussion below) with
immediate effect.
4. Only the member of the Ethics Committee who determined the information to be
material and non-public may decide whether it is necessary to communicate
the Inside Information to another party, either inside or outside Schroders.
If so, the communication must state clearly and expressly that such
information is material, non-public and confidential and that its possession
precludes trading for any account in any security of the specified company
or any related security or financial instrument.
5. This same member of the Ethics Committee is responsible for notifying the
Ethics Supervisor when such information ceases to be material and non-public
and for ensuring that the securities of the relevant company or companies
and related securities or financial instrument are removed from the US
Schroder Group Restricted List. The person who initially reported possession
of the information is required to notify the member of the Ethics Committee
of any change in status of the information of which he or she becomes aware.
6. All employees are also responsible for preventing disclosure of any non-
public information in Schroders' possession, whether or not that information
is material, except in accordance with the procedures set out in this
Policy.
7. Any files likely to contain non-public information must be kept locked and
access to computerized files must be restricted at all times, except when
required by authorized personnel for the performance of their duties at
Schroders.
8. Non-public information which has not been deemed to be material under 2.
above may be communicated only to such personnel as require such information
for the performance of their duties at Schroders.
Penalties
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Penalties for trading on or communicating material, nonpublic information are
severe, both for the individuals involved in such unlawful conduct and their
employers. Under the law, a person can be subject to some or all of the
penalties below, even if s/he does not personally benefit from the violation.
Penalties include:
1) civil injunctions;
2) disgorgement of profits;
3) treble damages--fines for the access person who committed the violation,
of up to 3 times the profit gained or loss avoided, whether or not the
person actually benefited;
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4) fines for the employer or other controlling person of up to the greater
of $1,000,000, or 3 times the profit gained or loss avoided; and
5) jail sentences.
Special Provisions For Trading In the Securities of Schroders plc
Special restrictions apply to dealing in the securities of Schroders plc because
staff, by virtue of their employment, may be deemed to have Inside Information:
1. Securities of Schroders plc will not be purchased for any client account
without the permission of that client, and then only if permitted by
applicable law and with the prior approval of a member of the Ethics
Committee or Ethics Supervisor.
2. Personal securities transactions in the securities of Schroders plc are
subject to blackout periods and other restrictions which are outlined in the
Schroder London Group Staff Handbook. Copies of the restrictions are
available from the Ethics Supervisors. Staff wishing to deal in the
securities of Schroders plc must first contact the senior-ranking dealer in
Schroders' London equity dealing room who will explain the applicable
blackout periods, restrictions and authorizations required.
US Schroder Group Restricted List
The US Schroder Group Restricted List is circulated only to those employees
responsible for placing securities trades, to members of the Ethics Committee
and to the Ethics Supervisors.
Section One: No personnel may place trades in any securities, which term
includes options, warrants, debentures, futures, etc., on such securities
(hereinafter referred to as a related security or financial instruments, of any
company on Section One of the US Schroder Group Restricted List for any account
whatsoever, including client accounts, Schroder company accounts or Personal
Accounts at any time.
Section Two: Trades in the securities or related securities or financial
instruments of any company on Section Two of the US Schroder Group Restricted
List (which contains those companies that have an officer of a US Schroder Group
Company on their board of directors, or where a US Schroder Group Company
manages a part of their balance sheet assets, i.e., corporate cash rather than
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pension fund assets) may only be undertaken with the written permission of the
appropriate Ethics Supervisor.
No approval to trade will be given by the Ethics Supervisor:
(i) for any securities of a company currently on Section One of the US Schroder
Group Restricted List;
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(ii) for any security of a company on Section Two of the US Schroder Group
Restricted List because an officer of a US Schroder Group company serves as
a director of that company unless the Ethics Supervisor (or alternate) can
obtain confirmation from that company's Secretary or similar officer that
its directors are not in possession of material price sensitive information
with respect to its securities. Permission to trade in the securities of
any company on Section Two of the US Schroder Group Restricted List because
a US Schroder Group Company manages balance sheet assets for that company
(as opposed to pension fund assets) will only be given if the Ethics
Supervisor (or alternative) can obtain confirmation from the portfolio
manager responsible for that client that no US Schroder Group Company holds
any price sensitive information with respect to that company. Permission
will not, in any event, be given to any personnel personally involved in
the management of that client's account.
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PERSONAL SECURITIES TRANSACTIONS
POLICY
Scope and Purpose of the Policy
This Personal Securities Transactions Policy sets out the policies and
procedures required to be followed by all personnel in connection with trades
for Covered Accounts in Covered Securities (see Appendix A) in order to comply,
inter alia, with the US Schroder Group's Code of Ethics. It sets out additional
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restrictions and requirements for Level One Access Persons (as defined in
Appendix A). Further, it sets out the policies and procedures required to be
followed by outside directors (as defined in Appendix A) of Schroder Capital
Funds, Schroder Capital Funds (Delaware) and Schroder Series Trust
(collectively, the "Schroder Funds").
SIM NA London, New York, SIMIL, and SI-New York Personnel
The procedures applicable to personnel employed by SIM NA in London and the US,
SIMIL, and to SI - New York personnel vary in detail but not in principle.
Establishing an Account
Before undertaking any transactions in Covered Securities, employees must
establish an account in accordance with the requirements of their employer
company.
New York
All US-based personnel of SIM NA and SI, unless exempted in writing by the
Ethics Committee, are required to maintain their Covered Accounts at Salomon
Smith Barney ("SSB") or Charles Schwab & Co. ("Schwab"). SSB and Schwab provide
an electronic download of employees' trades on T+1 which are accessed daily by
the Compliance Department. Additionally, both firms provide contemporaneous
copies of monthly account statements and trade confirmations to the Compliance
Department.
Personnel on secondment from London to New York may apply for a waiver of the
requirement to maintain brokerage accounts at SSB or Schwab for non-US
securities. At a minimum, such personnel must follow the procedures set forth
in the "Schroder Investment Management London Group Personal Investment Dealing
Rules" as described below and report their transactions in Covered Securities
quarterly to the New York Ethics Supervisor.
London
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All London-based personnel are required to comply with the requirements of the
"Schroder Investment Management London Group Personal Investment Dealing Rules,"
which are incorporated herein by reference, including placing all transactions
in Covered Securities through the Schroder London dealing room. London-based
personnel must establish an account to deal through Schroders' London dealing
room according to the procedures set out in the London Staff Handbook. Such
procedures are incorporated
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herein by reference within this Personal Securities Transactions Policy. Upon
establishing an account, London-based personnel covered by this Policy are
required to make arrangements for copies of all contracts and confirmations to
be sent to their Ethics Supervisor.
Toronto and Mexico City
-----------------------
All Toronto and Mexico City based SIM NA personnel may maintain Covered Accounts
at the brokerage firm of their choosing, provided that Compliance (New York) is
notified. These employees are required to provide Compliance with copies of
monthly/periodic account statements and trade confirmations.
Transactions
All transactions fall into one of four categories:
. transactions prohibited by the Policy
. transactions exempt from all provisions of the Policy
. transactions exempt from the pre-clearance requirements but subject to
the reporting provisions of the Policy
. transactions subject to pre-clearance and the reporting provisions
Prohibited Transactions
All personnel are prohibited from trading for any Covered Account where the
execution of any such transaction would violate the principles and procedures of
the Code or Insider Trading Policy and no personnel shall request permission to
trade for any Covered Account if he or she knows that such trade:
(i) would result in the buying or selling of securities in competition with
buy or sell orders of, or on behalf of, clients, or operate to the
detriment of such clients including, without limitation, executing a
securities transaction on a day during which any client, including any
investment company for which a US Schroder Group company serves as
investment adviser, sub-advisor or manager (a "Schroder Managed Fund"),
has a pending "buy" or "sell" order in that same security until that
order is executed or withdrawn;
(ii) would be for the purpose of, or result in, the buying or selling of
securities to take advantage of recent or imminent trades of clients;
(iii) would involve a security being considered for recommendation for purchase
or sale on behalf of a client;
(iv) would take place before a sufficient period of time has elapsed after an
open-market purchase or sale of any such security, by or on behalf of any
client, for the effects of such purchase or sale on the market price to
dissipate;
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(v) would involve any security of any company currently on the US Schroder
Group Restricted List or any company with respect to which such person
has non-public information which has not been evaluated by a member of
the Ethics Committee in accordance with the provisions of the Insider
Trading Policy;
(vi) would involve trading in options on any of the stocks held by or
contemplated for client accounts;
(vii) would involve a "short sale" or otherwise would expose the employee to
unlimited risk of loss.
De minimis exception: Transactions involving shares in certain companies traded
on US stock exchanges or the NASDAQ, will be approved regardless of whether
there are outstanding client orders unless there is a large outstanding order
for the purchase or sale of such securities by clients. A large order will
generally occur if the US equity large cap model has been revised. Other than
an adjustment in the model, outstanding orders for wrap fee or managed accounts
or to re-balance institutional or private accounts, will not preclude clearance
for a de minimis transaction.
The exception applies to transactions involving no more than 500 shares per
issuer per week in the aggregate for an employee's Covered Accounts, in
securities of companies with market capitalizations of $5 billion or more. In
the case of options, an employee may purchase or sell up to 5 option contracts
per week to control up to 500 shares in the underlying security of such large
cap company
Short Term Trading
All personnel are strongly advised against short-term trading. All
personnel are bound by the Schroder Group policy that no one may purchase
and sell the same (or equivalent) security within seven calendar days.
(Please note that all London-based personnel are bound by the 60 day
holding period outlined below for Level One Access Persons.) Such
personnel are, in addition, subject to tighter restrictions outlined
below. The trading records of all personnel will be reviewed quarterly by
their Ethics Supervisor. Any personnel that appear to have established a
pattern of short term trading may be subject to additional restrictions
or penalties including, but not limited to, a limit or ban on future
personal trading activity and a requirement to disgorge profits on short-
term trades.
The Short Term Trading Prohibition shall not pertain to the exercise of a
call sold by an employee to cover a long position. However, although an
employee may purchase a put to cover a long position, the exercise of
such put will only be approved if the underlying security was held for
the minimum required period (7 days or 60 days, as appropriate). The
exercise of a covered put is subject to the same preclearance and
reporting requirements as the underlying security.
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Covered Securities
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Securities, such as stocks, bonds and options, are covered by this Policy. The
same limitations pertain to transactions in a security related to a Covered
Security, such as an option to purchase or sell a Covered Security and any
security convertible into or exchangeable for a Covered Security.
Not covered by this Policy are:
. securities which are direct obligations of the U.S. Government (i.e.,
----
Treasuries)
. any debt security directly guaranteed by any OECD member Government
. bankers' acceptances, bank certificates of deposit, commercial paper,
repurchase agreements and other high quality short-term debt
instruments./1/
. shares or units in any open-end US registered investment company (mutual
fund)
. shares of any UK authorized unit trust./2/
If a security is not covered by this Policy, you may purchase or sell it without
obtaining pre-clearance and you do not have to report the transaction.
Exempt from Preclearance
The preclearance requirements do not apply to the following transactions.
However, such transactions must be reported as set forth in the section on
Reporting Requirements.
1) Non-discretionary Accounts
--------------------------
Transactions effected in any Covered Account over which the employee
has no direct or indirect influence or control is deemed a non-
discretionary account. An employee shall be deemed to have no direct
or indirect influence or control over an account only if the following
conditions are met:
a) Investment discretion for such account has been delegated in
writing to an independent fiduciary and such investment
discretion is not shared with the employee or decisions for the
account are made by a family member and not by the employee;
b) The employee (and where applicable, the family member) certifies
in writing that he/she has not and will not discuss any potential
______________________
/1/ High quality short-term debt instruments means any instrument having a
maturity at issuance of less than 366 days and which is rated in one of the
highest two rating categories by a Nationally Recognized Statistical Rating
Organization, or which is unrated but is of comparable quality.
/2/ Please note that Schroder Unit Trusts Limited does not currently accept
investments by US Persons into Schroders UK authorized unit trusts.
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investment decisions with such independent fiduciary or family
member; and
c) The Ethics Committee approves such arrangements.
2) Non-Volitional Trades
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Transactions which are non-volitional on the part of the employee
(i.e., the receipt of securities pursuant to a stock dividend or
----
merger). However the volitional sale of securities acquired in a non-
volitional manner is treated as any other securities trade and subject
to the preclearance requirements.
3) Automatic Transactions and Dividend Reinvestment Plans
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Purchases of the stock of a company pursuant to an automatic dividend
reinvestment plan, automatic direct stock purchase plan, dividend
reinvestment plan or an employee stock purchase plan sponsored by such
company. Such deductions that take place on an automatic, regular
(i.e.. weekly, monthly, quarterly) basis from either a paycheck or
----
account (i.e., bank account, money market account) need not be pre-
----
cleared.
However the volitional sale of such securities is treated as any other
securities trade and subject to the preclearance requirements. In
addition, if an employee mails in a payment to purchase securities
directly from the issuer, that purchase must be pre-cleared on the day
the payment is mailed in to the issuer (see the following section).
4) Rights Offerings
----------------
Receipt or exercise of rights issued by a company on a pro rata basis
to all holders of a class of security and the sale of such rights.
Employees must, however, pre-clear transactions for the acquisition of
such rights from a third-party or the disposition of such rights.
Trading PreClearance
Before each transaction in a Covered Security, all personnel must complete a
"Personal Securities Transaction - Request to Trade" form (see Appendix C).
U.S. Securities
Personnel wishing to trade in US securities must have the form signed by the
senior fund manager present (in New York or London and corresponding to the
director's, officer's or employee's location) responsible for supervising client
investments in large capitalization US equities, small capitalization US
equities, investment grade fixed income securities or high yield securities, as
appropriate, to the effect that no client trades are presently contemplated in
that security. Boston-based personnel wishing to trade in small capitalization
US equities should obtain certification from the senior fund manager
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in Boston; all other personnel wishing to trade in small capitalization US
equities should obtain certification from the senior New York or London-based
(as applicable) small company fund manager.
If you wish to purchase an initial public offering/3/ or securities in a private
placement/4/ you must obtain permission from the Chief Compliance Officer.
Any employee who has been authorized to acquire securities in a Private Place is
required to disclose that investment in any subsequent consideration of a
client's investment in securities of the issuer. In such circumstances,
the decision to purchase securities of the issuer for a client shall be
subject to an independent review by personnel with no personal interest in
the matter.
Non U.S. Securities
Personnel wishing to trade in non-US equity securities must obtain
certification, by fax if necessary, from the senior London-based SIM NA or SIMIL
fund manager responsible for supervising client investments in the country where
such securities are primarily traded. Country funds and ADRs are treated as
non-US securities and certification must therefore be obtained from the senior
London based SIM NA or SIMIL fund manager responsible for the relevant country.
Approval of Trading
Final responsibility for approving all trades, other than those placed through
Schroders' London dealing room, rests with the Ethics Supervisor, or in his/her
absence with any member of the Ethics Committee. London-based personnel must
send the signed Request to Trade form to their Ethics Supervisor at the same
time that the required dealing ticket is submitted to the senior-ranking dealer
in Schroders' London dealing room. Members of the Ethics Committee, including
the Ethics Supervisor, shall have their own personal trades, other than those
placed through Schroders' London dealing room, approved by another member of the
Ethics Committee.
If an employee receives permission to trade a security or instrument, the trade
must be executed after such permission is granted and, for US-based personnel
before the end of the next business day after permission has been received.
Trades for London-based personnel must be executed within 24 hours after
permission is granted. If the trade is not executed within the appropriate time
frame and the person still wishes to effect the transaction, pre-clearance must
again be obtained - this would be the case for limit orders and orders such as
good-till-canceled as well.
_________________
/3/ An IPO is an offering of securities registered under the Securities Act, the
issuer of which, immediately before the registration, was not subject to
reporting requirements under the federal securities laws.
/4/ A private placement is an offering of securities that are not registered
under the Securities Act because the offering qualified for an exemption from
the registration provisions.
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(For Personal Equity Plans and similar vehicles which are subject to a mandatory
cooling-off period, trade date shall be deemed to be the date on which the
application is submitted rather than the date on which the cooling-off period
expires and not the date the trade is executed.)
If an employee fails to preclear a transaction in a Covered Security, he/she may
be monetarily penalized, by a fine and/or disgorgement of profits or avoidance
of loss. These types of violations will result in reprimands and could also
negatively affect the person's employment at Schroders. All preclearance
violations will be forwarded to the Ethics Committee to determine sanctions.
In cases where approval is not granted for any Covered Account transactions in a
security, Schroders will provide no compensation for any consequential losses in
a Covered Account.
Additional Restrictions and Requirements For Level One Access Persons
The following additional restrictions and requirements apply to Level One Access
Persons, namely all US Schroder Group fund managers, investment analysts,
traders and those persons who, in connection with their regular functions or
duties, obtain: (i) information regarding the purchase or sale of a security on
behalf of a client or (ii) information as to specific securities under
consideration for purchase or sale on behalf of clients. These additional
restrictions are designed to prevent any conflict or the appearance of any
conflict of interest between trading for their Covered Accounts and securities
transactions initiated or recommended by them for clients:
i) Level One Access Persons are prohibited from buying or selling a security
within seven calendar days before and after any client trades in that
security. Any profits realized on transactions within the proscribed
periods (based on the difference in the price per share between that paid
or received, as appropriate, by the client and that paid or received by
such Access Person) will be required to be disgorged to the appropriate
client or, if that is not possible, to a charitable organization designated
by the Ethics Committee.
ii) Level One Access Persons are prohibited from profiting in the purchase and
sale of the same (or equivalent) securities within 60 calendar days. This
60 day restriction is in lieu of the general seven day restriction on
short-term trading described above. Any profits realized on any such short-
term trades will be required to be disgorged to a charitable organization
designated by the Ethics Committee.
iii) Level One Access Persons are required to disclose, on commencement of
employment and subsequently in an annual filing to their Ethics Supervisor,
all their personal securities holdings.
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Reporting Requirements
----------------------
All personnel are required to report his/her transactions in Covered Securities
holdings in Covered Accounts, as follows.
Reports of Each Transaction in a Covered Security
-------------------------------------------------
. Personnel are required to report to Compliance, no later than at the
opening of business on the business day following the day of execution of a
trade for a Personal Account, including:
name of security
nature of transaction (purchase, sale, etc.)
number of shares/units or principal amount
price of transaction
date of trade
name of broker
SSB and Schwab provide the New York Compliance Department with a daily report of
the above information with respect to any personal securities transactions
executed by New York-based personnel.
Any personnel seconded from London to New York who are granted a waiver from the
requirement to maintain personal accounts at SSB or Schwab shall, within ten
days after the end of each calendar quarter, provide the New York Ethics
Supervisor with copies of all pre-clearance forms and contract notes for
transactions executed through the London dealing desk.
The reporting obligation of London-based personnel shall be discharged by
arranging in advance for copies of contract notes/confirmations for all their
transactions to be sent automatically to Compliance upon completion of a trade.
Initial Employment
. No later than 10 days after initial employment with a US Schroder Group
Company, each employee must provide Compliance (New York or London, as
appropriate) with a list of each Covered Security s/he owns (as defined
above). The information provided must include the title of the security,
number of shares owned, and principal amount, as well as a list of all
Covered Accounts where Covered Securities are held. The employee will sign
and date the report.
Quarterly Reports
. No later than 10 days after the end of each calendar quarter, each employee
will provide Compliance (New York or London, as appropriate) with a report
of all transactions in Covered Securities in the quarter, including the
name of the Covered Security, the number of shares and principal amount,
whether it was a buy or sell, the price and the name of the broker through
whom effected. The
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employee will also report any new Covered Accounts established during the
quarter, including the name of the broker/dealer and the date the Covered
Account was established. The report will be signed and dated by the
employee.
Annual Reports
. Within 30 days after the end of the calendar, each employee must report all
his/her holdings in Covered Securities as at December 31, including the
title, number of shares and principal amount of each Covered Security the
employee owns (as defined above) and the names of all Covered Accounts. The
employee will sign and date the report.
Exceptions:
. An employee need not report any transactions in Covered Securities or any
Covered Accounts in which s/he has no direct or indirect influence or
control.
. A director of a Schroder Fund who is not an "interested person"/5/ is not
required to make initial, quarterly or annual reports provided that s/he
did not know, nor in the ordinary course of fulfilling his/her duties as a
director, s/he should not have known, that during the 15 day period
immediately before or after his/her transaction in a Covered Security, the
Fund purchased or sold the Covered Security or that the Covered Security
was considered for purchase or sale by the Fund.
The information on personal securities transactions received and recorded
by SIM NA and SIMIL (on behalf of their employees) will be deemed to
satisfy the reporting obligations contained in Rule 204-2(a)(12) under the
Advisers Act and Rule 17j-1 under the Investment Company Act. Such reports
may, where appropriate, contain a statement to the effect that the
reporting of the transaction is not to be construed as an admission that
the person has any direct or indirect beneficial interest or ownership in
the security.
_____________
/5/ As defined in Section 2(a)(19) of the Investment Company Act.
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Reports by the Ethics Supervisors
On a quarterly basis, the appropriate Ethics Supervisors, in order to
assist them in fulfilling their regulatory obligations, will report to the
Boards of Trustees of the Schroder Funds or the Schroder-managed Funds, as
appropriate, and the Supervisory Principal of SFA, any violations of this
Code and the actions, if any, taken by the Ethics Committee.
Adopted: October 1, 1995
Amended: May 15, 1996
May 1, 1997
June 12, 1998
June 2, 1999
March 14, 2000
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APPENDIX A
DEFINITIONS
"Ethics Supervisor" means the persons designated from time to time by the Ethics
Committee to administer the Code, who currently are:
--------------------------------------------------------------------------------
Barbara Brooke Schroders U.S. Holdings Inc.
Manning for: Schroder Investment Management North America Inc.
(alts:) Evett Lawrence (New York and Mexico City)
Brian Murphy Schroder Investment Management North America Ltd.
(Toronto only)
--------------------------------------------------------------------------------
Barbara Brooke Schroder Fund Advisors Inc.
Manning for: Schroder Capital Funds
(alt: Sandra Poe) Schroder Investment Management North America Inc.
(New York)
Schroder Capital Funds (Delaware)
Schroder Series Trust
--------------------------------------------------------------------------------
Paul Martin for: Schroder Investment Management North America Inc.
(London)
Schroder Investment Management North America
Limited (London)
Schroder Investment Management International Limited
--------------------------------------------------------------------------------
"Ethics Committee" means the committee designated by the US Schroder Group
Companies from time to time, which currently comprises:
Jeremy Willoughby (Chairman)
Richard Foulkes
Barbara Brooke Manning
Richard Mountford
Andrew Smethurst
Mark Smith
"Access Person" will be divided into two categories: Level One Access Person
means any director, officer or employee who is an Advisory Person (as defined
herein) of SIM NA, SFA, SI and the Schroder Funds. All other directors and
officers are Level Two Access Persons.
"Advisory Person" is any employee who, in connection with his/her regular
functions or duties, makes, participates in, or obtains information regarding
the purchase or sale of a security on behalf of any advisory client or
information regarding securities under consideration for purchase or sale on
behalf of clients or whose functions relate to the making of any recommendations
with respect to such purchases or sales.
A security is "being considered for purchase or sale" when a recommendation to
purchase or sell a security has been made or communicated and, with respect to
the
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person making the recommendation, when such person seriously considers making
such a recommendation.
"Covered Account" is an account in which securities are owned by you. This
includes IRA accounts. Under the Policy, accounts held by your spouse
(including his/her IRA accounts), minor children and other members of your
immediate family (children, stepchildren, grandchildren, parents, step parents,
grandparents, siblings, in-laws and adoptive relationships) who share your
household are also considered your accounts. In addition, accounts maintained
by your domestic partner (an unrelated adult with whom you share your home and
contribute to each other's support) are considered your accounts under this
Policy.
If you are in any doubt as to whether an account falls within this definition of
Covered Account, please see Compliance. Further, if you believe that there is a
reason that you are unable to comply with the Policy, for example, your spouse
works for another regulated firm, you may seek a waiver from Compliance.
"Covered Securities" generally means stocks, bonds and options. The same
limitations pertain to transactions in a security related to a Covered Security,
such as an option to purchase or sell a Covered Security and any security
convertible into or exchangeable for a Covered Security.
Not covered by this Policy are:
. securities which are direct obligations of the U.S. Government (i.e.,
----
Treasuries)
. any debt security directly guaranteed by any OECD member Government
. bankers' acceptances, bank certificates of deposit, commercial paper,
repurchase agreements and other high quality short-term debt
instruments/6/
. shares or units in any open-end US registered investment company (mutual
fund)
. shares of any UK authorized unit trust/7/
"Disinterested Director/Trustee" means a Director or Trustee of the any of the
Schroder Funds who is not an "interested person" of the Funds within the meaning
of Section 2(a)(19) of the Investment Company Act or the rules thereunder.
"US Schroder Group Restricted List" means a list of securities determined from
time to time by the Ethics Committee, in accordance with provisions of the
Insider Trading Policy, to be inappropriate for trading by personnel covered by
this Code and, in certain circumstances, by any client portfolio of any US
Schroder Group Company.
________________
/6/ High quality short-term debt instruments means any instrument having a
maturity at issuance of less than 366 days and which is rated in one of the
highest two rating categories by a Nationally Recognized Statistical Rating
Organization, or which is unrated but is of comparable quality.
/7/ Please note that Schroder Unit Trusts Limited does not currently accept
investments by US Persons into Schroders UK authorized unit trusts.
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