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(Adopted 1, 1989)
(Revised April 1, 1995)
(Revised April 1, 1998)
(Revised November 19, 1999)
INVESTMENT ADVISER CODE OF ETHICS
1. PURPOSE
This Investment Adviser Code of Ethics has been adopted by SG Yamaichi
Asset management, Co., Ltd.("SGYAM"), SG Pacific Asset Management,
Inc.("SGPAM"), SGY Asset Management (Singapore) Ltd.("SGYS") and SGY Asset
Management (H.K.) Ltd.("SGYHK") in accordance with Rule 17j-1(b) under the
Investment Company Act of 1940 (the "Investment Company Act"). Rule 17j-1 under
the Investment Company Act generally proscribes fraudulent or manipulative
practices with respect to purchases or sales of securities held or to be
acquired by investment companies, if effected by associated persons of such
companies. SGYAM, SGPAM, SGYS and SGYHK (also known collectively as the
"Adviser") also intend that this Code of Ethics apply to its dealings with all
other investment advisory clients. The purpose of this Investment Adviser Code
of Ethics is to provide regulations and procedures consistent with general
fiduciary principles, the Investment Company Act and Rule 17j-1, and is designed
to give effect to the general prohibitions set forth in Rule 17j- 1 (a) as
follows:
(a) It shall be unlawful for any affiliated person of or principal
underwriter for a registered investment company, or any
affiliated person of an investment adviser of or principal
underwriter for a registered investment company in connection
with the purchase or sale, directly or indirectly, by such
person of a security held or to be acquired, as defined in
this section, by such registered investment company--
(1) To employ any device scheme or artifices to defraud
such re registered investment company-,
(2) To make to such registered investment company any
untrue statement of a material fact or omit to state
to such registered investment company a material fact
necessary in order to make the statement made, in
light of the circumstances under which they are made,
not misleading;
(3) To engage `in any act, practice, or course of
business which operates or would operate as a fraud
or deceit upon any such registered investment
company; or
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(4) To engage in any manipulative practice with respect
to such registered investment company.
This Code has been approved by the registered investment companies
listed on Annex B attached hereto. An annual report regarding compliance with
this Code by employees of the Adviser must be given each year to each such
registered investment company board.
2. DEFINITIONS
(a) "Adviser" means SGYAM, SGPAM, SGYS and SGYHK.
(b) "Investment Company" means any company registered as such
under the Investment Company Act and for which the Adviser is
the investment Adviser.
(c) "Access person" means any director, officer or advisory person
of the Adviser.
(d) "Advisory person" means (i) any employee of the Adviser or of
any company in a control relationship to the Adviser, who, in
connection with his regular functions or duties, makes,
participates in, or obtains information regarding the
purchases or sale of a security by an Investment Company, or
whose functions relate to the making of any recommendation
with respect to such purchase or sales- and (ii) any natural
person in a control relationship to the Adviser who obtains
information concerning recommendations made to an Investment
Company with regard to the purchase or sale of a security.
(e) A security is "being considered for purchase or sale" when a
recommendation to purchase or sell a security has been made
and communicated and, with respect to the person making the
recommendation, when such person seriously considers making
such a recommendation.
(f) "Beneficial owner-ship" shall be interpreted in the same
manner as it would be in determining whether a person is
subject to the provisions of Section 16 of the Securities
Exchange Act of 1934 and the rules and regulations thereunder,
except that the determination of direct or indirect beneficial
ownership shall apply to all securities which an access person
has or acquires (See Annex A).
(g) "Control" shall have the same meaning as that set forth in
Section 2(a) (9) of the Investment Company Act.
(h) "Disinterested director" means a director of the Adviser who
is not an "interested person" of the Adviser within the
meaning of Section 2(a) (19) of the Investment Company Act.
(i) "Purchase or sale of a security" includes, INTER ALIA, the
writing of an option to purchase or sell a security.
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(j) "Security" shall have the meaning set forth in Section 2(a)
(36) of the Investment Company Act, except that it shall not
include shares of registered open-end investment companies
securities issued by the Government of the United States,
short-term debt securities which are "government securities"
within the meaning of Section 2(a) (16) of the Investment
Company Act, banker's acceptances, bank certificates of
deposit, commercial paper and such other money market
instruments designated by the Board of Directors of the
relevant Investment Company.
3. PROHIBITED PURCHASES AND SALES
(a) No access person shall purchase or sell, directly or
indirectly, any security in which he has, or by reason of such
transaction acquires, any direct or indirect beneficial
ownership and which to his actual knowledge at the time of
such purchase or sale:
(i) is being considered for purchase or sale by an
Investment Company or other advisory client; or
(ii) is being purchased or sold by an Investment Company
or other advisory client.
(b) No access person shall reveal to any other person (except in
the normal course of his or her duties on behalf of an
Investment Company or other advisory client) any information
regarding securities transactions by an Investment Company or
other advisory client or consideration by an Investment
Company or the Adviser on behalf of another advisory client of
any such securities transaction.
(c) No access person shall recommend any securities transaction by
an Investment Company or other advisory client without having
disclosed his or her interest if any, in such securities or
the issuer thereof, including without limitation
(i) his or her direct or indirect beneficial ownership of
any securities of such issuer,
(ii) any contemplated transaction by such person in such
securities,
(iii) any position with such issuer or its affiliates and
(iv) any present or proposed business relationship between
such issuer or its affiliates on the one hand, and
such person or any party in which per-son has a
significant interest on the other, provided, however,
that in the event the interest of such access person
in such securities or issuer is not material to his
or her personal not worth and any contemplated
transaction by such person in such securities cannot
reasonably be expected to have a material adverse
effect on any such transaction by an Investment
Company
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or on the market for the securities generally, such
access person shall not be required to disclose his
or her interest in the securities or issuer thereof
in connection with any such recommendation.
(d) No access person shall invest in an IPO or private placement
without prior approval from the CEO of the Adviser with whom
he or she is employed.
4. EXEMPTED TRANSACTIONS
The prohibitions of Section 3 of this Investment Adviser Code of Ethics
shall not apply to:
(a) Purchases or sales effected in any account over which the
access person has no direct or indirect influence or control.
(b) Purchases or sales of securities which are not eligible for
purchase or sale by an Investment Company or other advisory
client.
(c) Purchases or sales which are non-volitional on the part of
either the access person or an Investment Company or other
advisory client.
(d) Purchases which are part of an automatic dividend reinvestment
plan,
(e) Purchases effected upon the exercise of rights issued by an
issuer rata to all holders of a class of its securities, to
the extent such rights were acquired from such issuer, and
sales of such rights so acquired.
(f) Purchases or sales which are only remotely potentially harmful
to an Investment Company or other advisory client because they
would be very unlikely to affect a highly institutional market
or because they clearly are not related economically to the
securities to be purchased, sold or held by an Investment
Company or other advisory client.
5. REPORTING
(a) Every access person shall report to the Adviser the
information described in Section 5(d) of this Investment
Adviser Code of Ethics with respect to transactions in any
security `in which such access person has, or by reason of
such transaction acquires, any direct or indirect beneficial
ownership in the security, provided, however, that an access
person shall not be required to make a report with respect to
transactions effected for any account over which such person
does not have any direct or indirect influence.
(b) All access person must report all securities holdings within
10 days of becoming an access person and, thereafter, must
report all holdings annually within 10 days of the calendar
year end..
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(c) Notwithstanding Section 5(a) of this Investment Adviser Code
of Ethics, an access person need not make a report where the
report would duplicate information recorded pursuant to Rules
204-2(a) (I 2) or 204-2(a) (I 3) under the Investment Advisers
Act of 1940.
(d) 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:
(i) The date of the transaction, the title and the number
of shares, and the principal amount of each security
involved,
(ii) The nature of the transaction (i.e., purchase, sale
or any other type of acquisition or disposition),
(iii) The price at which the transaction was effected, and,
(iv) The name of the broker, dealer or bank with or
through whom the transaction was effected.
(e) 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.
6. SANCTIONS
Upon discovering a violation of this Investment Adviser Code of Ethics,
the Adviser may impose such sanctions as it deems appropriate, including,
INTER-ALIA, a letter of censure or suspension or termination of the employment
of the violator. All material violations of Investment Adviser Code of Ethics
and any sanctions imposed with respect thereto shall be reported periodically to
the Board of Directors of the Investment Company with respect to whose
securities the violation occurred.
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ANNEX A
The term "beneficial ownership" of securities would include not only
ownership of securities held by an access person for his or her own benefit,
whether in bearer form or registered `in his or her own name or otherwise, but
also ownership of securities held for his or her benefit by others (regardless
of whether or how they are registered) such as custodians, brokers, executors,
administrators, or trustees (including trusts in which he or she has only a
remainder interest), and securities held for his or her account by pledges,
securities owned by a partnership in which he or she is a member, and securities
owned by any corporation which he or she should regard as a personal holding
corporation. Correspondingly, this term would exclude securities held by an
access person for the benefit of someone else.
Ordinarily, this term would not include securities held by executors or
administrators in estates in which an access person is a legatee or beneficiary
unless there is a specific legacy to such person of such securities or such
person is the sole legatee or beneficiary and there are other assets in the
estate sufficient to pay debts ranking ahead of such legacy, or the securities
are held in the estate more than a year after the decedent's death.
Securities held in the name of another should be considered as
"beneficially" owned by an access person where such person enjoys "benefits
substantially equivalent to ownership". The SEC has said that although the
final determination of beneficial ownership is a question to be determined in
the light of the facts of the particular case, generally a person is regarded
as the beneficial owner of securities held in the name of his or her spouse
and their minor children. Absent special circumstances such relationship
ordinarily results in such per-son obtaining benefits substantially
equivalent to ownership, E.G., application of the income derived from such
securities to maintain a common home, to meet expenses which such person
otherwise would meet from other sources, or the ability to exercise a
controlling influence over the purchase, sale or voting of such securities.
An access person also may be regarded as the beneficiary owner of
securities held in the name of another person, if by reason of any contract,
understanding, relationship, agreement or other arrangement he obtains therefrom
benefits substantially equivalent to those of ownership. Moreover, the fact that
the holder is a relative or relative of a spouse and sharing the same home as an
access person may in itself indicate that the access person would obtain
benefits substantially equivalent to those of ownership from securities held in
the name of such relative. Thus, absent countervailing facts, it is expected
that securities held by relatives who share the same home as an access person
will be treated as being beneficially owned by the access person.
An access person also is regarded as the beneficial owner of securities
held in the name of a spouse, minor children or other person, even though he
does not obtain therefrom the aforementioned benefits of ownership, if he can
vest or revest title in himself at once or at some future time.
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ANNEX B
(TO BE APPROVED) SEI INSTITUTIONAL INTERNATIONAL TRUST
(TO BE APPROVED) SEI INSTITUTIONAL INVESTMENTS TRUST
