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SEI LIQUID ASSET TRUST
SEI TAX EXEMPT TRUST
SEI DAILY INCOME TRUST
SEI ASSET ALLOCATION TRUST
SEI INDEX FUNDS
SEI INSTITUTIONAL MANAGED TRUST
SEI INSTITUTIONAL INTERNATIONAL TRUST
SEI INSTITUTIONAL INVESTMENTS TRUST
SEI INSURANCE PRODUCTS TRUST
CODE OF ETHICS
Adopted Under Rule 17j-1
While affirming its confidence in the integrity and good faith of all
of its officers and trustees, each of SEI Liquid Asset Trust, SEI Tax Exempt
Trust, SEI Daily Income Trust, SEI Asset Allocation Trust, SEI Index Funds, SEI
Institutional Managed Trust, SEI Institutional International Trust, SEI
Institutional Investments Trust and SEI Insurance Products Trust (the "Trusts"),
recognize that the knowledge of present or future portfolio transactions and, in
certain instances, the power to influence portfolio transactions which may be
possessed by certain of officers, employees and trustees could place such
individuals, if they engage in personal transactions in securities which are
eligible for investment by the Trust, in a position where their personal
interest may conflict with that of the Trust.
In view of the foregoing and of the provisions of Rule 17j-1(b)(1)
under the Investment Company Act of 1940 (the "1940 Act"), each Trust has
determined to adopt this Code of Ethics to specify and prohibit certain types of
transactions deemed to create conflicts of interest (or at least the potential
for or the appearance of such a conflict), and to establish reporting
requirements and enforcement procedures.
I. STATEMENT OF GENERAL PRINCIPLES.
In recognition of the trust and confidence placed in each Trust by its
shareholders, and to give effect to each Trust's belief that its operations
should be directed to the benefit of its shareholders, each Trust hereby adopts
the following general principles to guide the actions of its trustees, officers
and employees:
(1) The interests of the Trust's shareholders are paramount, and all
of the Trust's personnel must conduct themselves and their
operations to give maximum effect to this tenet by assiduously
placing the interests of the shareholders before their own.
(2) All personal transactions in securities by the Trust's personnel
must be accomplished so as to avoid even the appearance of a
conflict of interest on the
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part of such personnel with the interests of the Trust and
its shareholders.
(3) All of the Trust's personnel must avoid actions or activities
that allow (or appear to allow) a person to profit or benefit
from his or her position with respect to the Trust, or that
otherwise bring into question the person's independence or
judgment.
II. DEFINITIONS.
(1) "Access Person" shall mean (i) each trustee or officer of a
Trust, (ii) each employee of each Trust (or of any company in a
control relationship to the Trust) who, in connection with his
or her regular functions or duties, makes, participates in, or
obtains information regarding the purchase or sale of a security
by each Trust or any series thereof (each a "Fund"), or whose
functions relate to the making of any recommendations with
respect to such purchases or sales, and (iii) any natural person
in a control relationship to each Trust who obtains information
concerning recommendations made to or by the Trust with respect
to the purchase or sale of a security by any Fund, or whose
functions relate to the making of any recommendations with
respect to such purchases or sales; (iv) each director, officer
or general partner of any principal underwriter for a Trust, but
only where such person in the ordinary course either makes,
participates in, or obtains information regarding the purchase
or sale of securities by the Fund(s), or whose functions relate
to the making of recommendations regarding securities to the
Fund(s); and (v) any natural person in a control relationship
with a Fund or any of the Funds' advisers or sub-advisers who
obtains information concerning recommendations made to the Funds
with regard to the purchase or sale of a security.
(2) "Beneficial ownership" of a security is to be determined in the
same manner as it is for purposes of Section 16 of the
Securities Exchange Act of 1934. This means that a person should
generally consider himself the beneficial owner of any
securities in which he has a direct or indirect pecuniary
interest. In addition, a person should consider himself the
beneficial owner of securities held by his spouse, his minor
children, a relative who shares his home, or other persons by
reason of any contract, arrangement, understanding or
relationship that provides him with sole or shared voting or
investment power.
(3) "Control" shall have the same meaning as that set forth in
Section 2(a)(9) of the 1940 Act. Section 2(a)(9) provides that
"control" means the power to exercise a controlling influence
over the management or policies of a company, unless such power
is solely the result of an official position with such company.
Ownership of 25% or more of a company's outstanding voting
security is presumed to give the holder thereof control over the
company. Such
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presumption may be countered by the facts and circumstances of
a given situation.
(4) "Independent Trustee" means a Trustee of a Trust who is not an
"interested person" of that Trust within the meaning of
Section 2(a)(19) of the 1940 Act.
(5) "Initial Public Offering" ("IPO") means an offering of
Securities registered under the Securities Act of 1933, the
issuer of which, immediately before registration, was not
subject to the reporting requirements of Section 13 or
Section 15(d) of the Securities Exchange Act of 1934.
(6) "Private Placement" means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to
Section 4(2) or Section 4(6) in the Securities Act of 1933.
(7) "Special Purpose Investment Personnel" means each Access Person
who, in connection with his or her regular functions (including,
where appropriate, attendance at Board meetings and other
meetings at which the official business of a Trust or any Fund
thereof is discussed or carried on), obtains contemporaneous
information regarding the purchase or sale of a security by a
Fund. Special Purpose Investment Personnel shall occupy this
status only with respect to those securities as to which he or
she obtains such contemporaneous information.
(8) "Purchase or sale of a security" includes, among other things,
the writing of an option to purchase or sell a security.
(9) "Security" shall have the same meaning as that set forth in
Section 2(a)(36) of the 1940 Act, except that it shall not
include securities issued by the Government of the United States
or an agency thereof, bankers' acceptances, bank certificates of
deposit, commercial paper and registered, open-end mutual funds
and high quality short-term debt instruments, including
repurchase agreements.
(10) A Security "held or to be acquired" by a Trust or any Fund means
(A) any Security which, within the most recent fifteen days, (i)
is or has been held by a Trust or any Fund thereof, or (ii) is
being or has been considered by a Fund's investment adviser or
sub-adviser for purchase by the Fund; (B) and any option to
purchase or sell and any Security convertible into or
exchangeable for any Security described in (A) above.
(11) A Security is "being purchased or sold" by a Trust from the time
when a
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purchase or sale program has been communicated to the person who
places the buy and sell orders for the Trust until the time when
such program has been fully completed or terminated.
III. PROHIBITED PURCHASES AND SALES OF SECURITIES.
(1) No Access Person shall, in connection with the purchase or sale,
directly or indirectly, by such person of a Security held or to
be acquired by a Trust or any Fund:
(A) employ any device, scheme or artifice to defraud such
Fund;
(B) make to such Fund any untrue statement of a material fact
or omit to state to such Fund a material fact necessary in
order to make the statements made, in light of the
circumstances under which they are made, not misleading;
(C) engage in any act, practice or course of business which
would operate as a fraud or deceit upon such Fund; or
(D) engage in any manipulative practice with respect to a
Fund.
(2) No Special Purpose Investment Personnel may purchase or sell,
directly or indirectly, any Security as to which such person is
a Special Purpose Investment Personnel in which he had (or by
reason of such transaction acquires) any Beneficial Ownership at
any time within 7 calendar days before or after the time that
the same (or a related) Security is being purchased or sold by
any Fund.
(3) No Special Purpose Investment Personnel may sell a Security as
to which he or she is a Special Purpose Investment Personnel
within 60 days of acquiring beneficial ownership of that
Security.
IV. ADDITIONAL RESTRICTIONS AND REQUIREMENTS
(1) Pre-approval of IPOs and Private Placements - Each Access Person
must obtain approval from the Review Officer before acquiring
beneficial ownership of any securities offered in connection
with an IPO or a Private Placement.
(2) No Access Person shall accept or receive any gift of more than
DE MINIMIS value from any person or entity that does business
with or on behalf of a Trust.
(3) Each Access Person (other than a Trust's Independent Trustees
and its Trustees
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and officers who are not currently affiliated with or employed
by the Trust's investment adviser or principal underwriter) who
is not required to provide such information under the terms of a
code of ethics described in Section VII hereof must provide to
the Review Officer a complete listing of all securities owned by
such person as of the end of a calendar quarter. The initial
listing must be submitted no later than January 31, 2001 (or
within 10 days of the date upon which such person first becomes
an Access Person of the Trust), and each update thereafter must
be provided no later than 30 days after the start of the
subsequent year.
V. REPORTING OBLIGATIONS.
(1) Each Access Person (other than a Trust's Independent Trustees)
shall report all transactions in Securities in which the person
has, or by reason of such transaction acquires, any direct or
indirect beneficial ownership. Reports shall be filed with the
Review Officer quarterly. The Review Officer shall submit
confidential quarterly reports with respect to his or her own
personal securities transactions to an officer designated to
receive his or her reports ("Alternate Review Officer"), who
shall act in all respects in the manner prescribed herein for
the Review Officer.
(2) Every report shall be made not later than 10 days after the end
of the calendar quarter in which the transaction to which the
report relates was effected, and shall contain the following
information:
(A) The date of the transaction, the title and the number of
shares or the principal amount of each security involved;
(B) The nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition);
(C) The price at which the transaction was effected;
(D) The name of the broker, dealer or bank with or through
whom the transaction was effected; and
(E) The date the report was submitted by the Access Person.
(3) In the event no reportable transactions occurred during the
quarter, the report should be so noted and returned signed and
dated.
(4) An Access Person who would otherwise be required to report his
or her transactions under this Code shall not be required to
file reports pursuant to
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this Section V where such person is required to file reports
pursuant to a code of ethics described in Section VII, hereof.
(5) An Independent Trustee shall report transactions in Securities
only if the Trustee knew at the time of the transaction or, in
the ordinary course of fulfilling his or her official duties as
a trustee, should have known, that during the 15 day period
immediately preceding or following the date of the transaction,
such security was purchased or sold, or was being considered for
purchase or sale, by a Trust. (The "should have known" standard
implies no duty of inquiry, does not presume there should have
been any deduction or extrapolation from discussions or
memoranda dealing with tactics to be employed meeting a Funds'
investment objectives, or that any knowledge is to be imputed
because of prior knowledge of the Fund's portfolio holdings,
market considerations, or the Fund's investment policies,
objectives and restrictions.)
(6) Any such report may contain a statement that the report shall
not be construed as an admission by the person making such
report that he has any direct or indirect beneficial ownership
in the security to which the report relates.
(7) Each Independent Trustee shall report the name of any
publicly-owned company (or any company anticipating a public
offering of its equity securities) and the total number of its
shares beneficially owned by him or her if such total ownership
is more than 1/2 of 1% of the company's outstanding shares. Such
report shall be made promptly after the date on which the
Trustee's ownership interest equaled or exceeded 1/2 of 1%.
VI. REVIEW AND ENFORCEMENT.
(1) The Review Officer shall compare all reported personal
securities transactions with completed portfolio transactions of
a Trust and a list of securities being considered for purchase
or sale by the Trust's adviser(s) and sub-adviser(s) to
determine whether a violation of this Code may have occurred.
Before making any determination that a violation has been
committed by any person, the Review Officer shall give such
person an opportunity to supply additional explanatory material.
(2) If the Review Officer determines that a violation of this Code
may have occurred, he shall submit his written determination,
together with the confidential monthly report and any additional
explanatory material provided by the individual, to the
President of such Trust and outside counsel, who shall make an
independent determination as to whether a violation has
occurred.
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(3) If the President and outside counsel find that a violation has
occurred, the President shall impose upon the individual such
sanctions as he or she deems appropriate and shall report the
violation and the sanction imposed to the Board of Trustees of
such Trust.
(4) No person shall participate in a determination of whether he has
committed a violation of the Code or of the imposition of any
sanction against himself. If a securities transaction of the
President is under consideration, any Vice President shall act
in all respects in the manner prescribed herein for the
President.
VII. INVESTMENT ADVISER'S, ADMINISTRATOR'S OR PRINCIPAL UNDERWRITER'S CODE
OF ETHICS.
Each investment adviser (including, where applicable, any sub-adviser),
administrator or manager (where applicable), and principal underwriter of a
Trust shall:
(1) Submit to the Board of Trustees of such Trust a copy of its code
of ethics adopted pursuant to Rule 17j-1, which code shall
comply with the recommendations of the Investment Company
Institute's Advisory Group on Personal Investing or be
accompanied by a written statement explaining any differences
and supplying the rationale therefor;
(2) Promptly report to the appropriate Trust in writing any material
amendments to such code of ethics;
(3) Promptly furnish to such Trust upon request copies of any
reports made pursuant to such Code by any person who is an
Access Person as to the Trust; and
(4) Shall immediately furnish to such Trust, without request, all
material information regarding any violation of such Code by any
person who is an Access Person as to the Trust.
VIII. ANNUAL WRITTEN REPORT TO THE BOARD.
At least once a year, the Review Officer for each Trust will provide
the Board of Trustees a WRITTEN report that includes:
(1) ISSUES ARISING UNDER THE CODE - The Report will describe any
issue(s) that arose during the previous year under the Code,
including any material Code violations, and any resulting
sanction(s).
(2) CERTIFICATION - The Report will certify to the Board of Trustees
that the each Trust has adopted measures reasonably necessary to
prevent its personnel
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from violating the Code currently and in the future.
IX. RECORDS.
Each Trust shall maintain records in the manner and to the extent set
forth below, which records may be maintained under the conditions described in
Rule 31a-2 under the Investment Company Act and shall be available for
examination by representatives of the Securities and Exchange Commission.
(1) A copy of this Code and any other code which is, or at any time
within the past five years has been, in effect shall be
preserved in an easily accessible place;
(2) A record of any violation of this Code and of any action taken
as a result of such violation shall be preserved in an easily
accessible place for a period of not less than five years
following the end of the fiscal year in which the violation
occurs;
(3) A copy of each report made by an officer or trustee pursuant to
this Code shall be preserved for a period of not less than five
years from the end of the fiscal year in which it is made, the
first two years in an easily accessible place; and
(4) A list of all persons who are, or within the past five years
have been, required to make reports pursuant to this Code shall
be maintained in an easily accessible place.
(5) A copy of each annual report to the Board of Trustees will be
maintained for at least five years from the end of the fiscal
year in which it is made, the first two years in an easily
accessible place; and
(6) A record of any decision, and the reasons supporting the
decision, to approve the acquisition of Securities in an IPO or
a Private Placement, shall be preserved for at least five years
after the end of the fiscal year in which the approval is
granted.
X. MISCELLANEOUS
(1) CONFIDENTIALITY. All reports of securities transactions and any
other information filed with a Trust pursuant to this Code shall
be treated as confidential.
(2) INTERPRETATION OF PROVISIONS. The Board of Trustees may from
time to time adopt such interpretations of this Code as it deems
appropriate.
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(3) PERIODIC REVIEW AND REPORTING. The President of each Trust shall
report to the Board of Trustees at least annually as to the
operation of this Code and shall address in any such report the
need (if any) for further changes or modifications to this Code.
Adopted March 6, 1995.
Revised March 20, 2000.
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