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EXHIBIT (p)(5)
Code of Ethics of SEI Investments Company
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SEI INVESTMENTS COMPANY
CODE OF ETHICS AND
INSIDER TRADING POLICY
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-l 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 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.4 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.
- The following information MUST be provided on the Form:
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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)
- 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
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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, 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. 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.
- 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 director 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 occured, 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;
- fine;
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- suspension or termination of employement; 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
d. any other person IF: (a) the employee obtains from the
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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 soley 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 and 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.
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 Holding 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.
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
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.
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.
17
<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 indentity 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. INDENTIFYING 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 behlaf 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 the securities
of SEI Invesments Company, including shares held directly or indirectly in
the Company's 401(k)
18
<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 occuring 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
19
<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.
20
<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
21
<PAGE>
EXHIBIT 1
22
<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.
23
<PAGE>
EXHIBIT 2
24
<PAGE>
<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
25
<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
26
<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:
----------------------------------------------------
SECURITIES HOLDINGS
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
Name of Issuer and Title of Security No. of Shares (if applicable) Principal Amount, Maturity Date
and Interest Rate (if applicable)
<S> <C> <C>
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
</TABLE>
If you have no securities holdings to report, please check here. / /
SECURITIES ACCOUNTS
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
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
<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. / /
SECURITIES ACCOUNTS
If you established an account within the quarter, please provide the following information:
----------------------------------------------------------------------------------------------
Name of Broker, Dealer or Date Account was Established Name(s) on and Type of
Bank Account
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
If you did not establish a securities account during the quarter, please check here. / /
</TABLE>
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. Governement 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
<PAGE>
<TABLE>
<S><C>
SEI INVESTMENTS COMPANY
ANNUAL SECURITIES HOLDINGS REPORT
AS OF DECEMBER 31, _____
NAME OF REPORTING PERSON:_________________
SECURITIES HOLDINGS
------------------------------------------------------------------------------------------------------------------------------------
Name of Issuer and Title of Security No. of Shares (if applicable) Principal Amount, Maturity Date and
Interest Rate (if applicable)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
If you had no securities holding to report this year, please check here. / /
SECURITIES ACCOUNTS
------------------------------------------------------------------------------------------------------------------------------------
Name of Broker, Dealer or Bank Date Account was Established Name(s) on and Type of Account
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
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.
</TABLE>
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
