CODE OF ETHICS

SCOPE AND PURPOSE

This Code of Ethics (the "Code") applies to:

o    All officers, directors and employees of Schroder Investment Management
     North America Limited ("SIM NA")

o    All persons employed by any subsidiary of Schroders plc ("Schroders") who
     are Access Persons (as defined below) of any US registered investment
     company managed by SIM NA

Set forth below is the Code 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 officer, director and employee (full
and part-time) of SIM NA and Access Persons to any US registered investment
company, as such term is defined below, employed by any subsidiary of Schroders.

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 (i) an Insider Trading Policy, and (ii) a Personal Securities
Transactions Policy, which contain procedures that must be followed by all
personnel.

The Code contains additional restrictions and requirements for Access Persons
(as defined below), including all portfolio 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.
Persons employed as dealers by affiliates of SIM NA who place trades on behalf
of SIM NA clients are also subject to this Code. Such persons will 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 honour the confidential nature of company and
         client affairs. Information designated as confidential should not be
         communicated outside of Schroders other than to advisers consulted on a
         confidential basis, and should only be communicated within Schroders on
         a "need to know" basis or as otherwise authorised 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. This includes, but is not
         limited to, compliance with all applicable regulations and laws, and
         avoidance of illegal activities and other conduct specifically
         prohibited to its personnel by the respective policies of any of
         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.

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 authorisation of the Chairman or Chief
Executive of SIM NA or, in their absence, the Group Compliance and Risk
Director. Such authorisation will be 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 the Stop List. Transactions in that company's securities for
client and personal securities accounts will only be authorised 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.

PERSONNEL DEPARTMENT AND COMPLIANCE RESPONSIBILITIES

Personnel Department 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 appropriate Schroders company. 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
thereunder and on an annual basis to certify compliance with it on the form
provided.

US Compliance Department, with the assistance of Group Compliance, is
responsible for maintaining the records and filings required under the Code and
making appropriate reports to the Boards of all funds managed by a SIM NA in
compliance with Rule 17j-1 under the Investment Company Act.

All questions about an individual's responsibilities and obligations under the
Code of Ethics should be referred to the Group Compliance and Risk Director.


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                           (i) 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 possession of material, non-public 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 organisations, 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, non-public
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 characterised 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.

MATERIALITY

Inside 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 or analyst 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.

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.



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Market information that 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 non-public 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, non-public
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, non-public information.

PROCEDURES AND RESPONSIBILITIES OF EMPLOYEES

If you have any reason to suspect that information you hold on a company may be
inside information, you should ensure that the company is immediately placed on
the Stop List. To request that a company is placed on the Stop List, you should
use the dedicated e-mail address "+SI - SIM Stop List". A similar notification
should be sent to remove the security from the Stop List as soon as the
information you hold ceases to be of an `inside' nature. It is important that
you do not deal in the securities of the company concerned. Additionally, you
should not pass on the information to anyone else except where this is a
necessary part of your duties and you are satisfied that the other person
understands the sensitive nature of the information and its consequences. If you
have any questions or you are unsure whether the information you hold is of an
inside nature, please contact Group Compliance.

PENALTIES

Penalties for trading on or communicating material, non-public information are
severe, both for the individuals involved in such unlawful conduct and their
employers. Under US 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 should not be purchased for any
               client account without the permission of that client, and then
               only if permitted by applicable law.

2.             Personal securities transactions in the securities of Schroders
               plc are subject to blackout periods and other restrictions which
               are outlined in the UK Staff Dealing Rules which can be found on
               Group Compliance's intranet website.











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                      (ii) PERSONAL SECURITIES TRANSACTIONS
                                     POLICY


SUMMARY

All employees of SIM NA and designated Access Persons of its affiliates are
subject to the restrictions contained in this Personal Securities Transactions
Policy (the "Policy") with respect to their securities transactions. The
following serves as a summary of the most common restrictions. Please refer to
specific sections that follow this summary for more detail, including
definitions of persons covered by this Policy, accounts covered by this Policy
("Covered Accounts"), securities covered by this Policy ("Covered Securities"),
reports required by this Policy and the procedures for compliance with this
Policy.

o    All purchases or sales of Covered Securities (generally, stocks and bonds)
     by employees, and certain of their family members, must be pre-cleared,
     except as noted below

o    All personnel must have duplicate confirmations of trades sent to Group
     Compliance

o    Access Persons (as defined below) are prohibited from purchasing or selling
     a Covered Security, within seven calendar days before or after a client has
     traded in the same (or a related) security unless the de minimis exception
     applies

o    Access Persons are prohibited from profiting from the purchase and sale or
     sale and purchase of a Covered Security, or a related security, within 60
     calendar days unless the de minimis exception applies

o    De minimis exceptions for dealings in readily marketable securities, listed
     on a recognised exchange and forming part of an internationally recognised
     index (e.g., FTSE 100) of up to (pound)7,000 per security, per month

o    All employees must report all trades in the Schroder Funds. For purposes of
     this Policy, accounts in the Schroder Funds are deemed "Covered Accounts."
     See definition below

o    Trades in the Schroder Funds are subject to a 60 day holding period

o    All employees must report all trades in any US registered mutual fund to
     which Schroder acts as subadviser and to which such employee is an Access
     Person. For purposes of this Policy, accounts in these Funds are deemed
     "Covered Accounts." See definition below.


ACCESS PERSON means any director, officer or employee of SIM who is an Advisory
Person. Persons employed as dealers by affiliates of SIM NA who place trades on
behalf of SIM NA clients are deemed Access Persons.


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ADVISORY PERSON is any employee of SIM NA or its affiliates 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 US
advisory client managed by SIM NA or information regarding securities under
consideration for purchase or sale on behalf of such clients or whose functions
relate to the making of any recommendations with respect to such purchases or
sales.

COVERED SECURITIES

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:


o    shares or units in any open-end US registered investment company (mutual
     fund or unit investment trust), including Exchange Traded Funds ("ETFs"),
     SPDRs, HLDRS, etc., OTHER THAN THE SCHRODER FUNDS AND FUNDS TO WHICH
     SCHRODER ACTS AS SUBADVISER
o    shares of any UK authorised unit trust, recognised funds and OEICS
o    securities which are direct obligations of the U.S. Government (i.e.,
     Treasuries)
o    any debt security directly guaranteed by any OECD member Government
o    bankers' acceptances, bank certificates of deposit, commercial paper,
     repurchase agreements and other high quality short-term debt instruments(1)

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 IT.

COVERED ACCOUNTS


An account covered by this Policy is an account in which Covered Securities are
owned by you. This includes all accounts that hold direct investments in
securities irrespective of the account's purpose, eg single company PEP/ISA,
discretionary managed account, etc. Under the Policy, accounts held by your
spouse (including his/her retirement 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 GROUP 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 GROUP
COMPLIANCE.

-------------------------
(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 Recognised Statistical Rating
Organisation, or which is unrated but is of comparable quality.



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BLACK OUT PERIODS - ACCESS PERSONS ONLY

o    In order to prevent employees from buying or selling securities in
     competition with orders for clients, or from taking advantage of knowledge
     of securities being considered for purchase or sale for clients,(2)
     pre-clearance must be obtained for other than de minimis transactions. In
     addition, Access Persons responsible for investment management decisions
     are not permitted to execute a trade in a Covered Security within seven
     calendar days before or after his/her client has traded in the same (or a
     related) security unless the de minimis exception applies

o    De minimis exception: Transactions in readily marketable securities listed
     on a recognised exchange and part of an internationally recognised index
     (e.g., FTSE 100) of(pound)7,000 or less per month, per security

o    Pre-clearance is not required for de minimis transactions nor are they
     subject to the 60-day holding period described below. Duplicate contract
     notes must be sent to Group Compliance in accordance with the Schroder
     Group UK Staff Dealing Rules, which are incorporated by reference

HOLDING PERIODS

Short Term Trading: All personnel are strongly advised against short-term
trading. Any personnel who 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.

TRADES BY EMPLOYEES IN THE SCHRODER FUNDS ARE SUBJECT TO A 60 DAY HOLDING
PERIOD. SECURITIES MAY NOT BE SOLD OR BOUGHT BACK WITHIN 60 DAYS AFTER THE
ORIGINAL TRANSACTION WITHOUT THE PERMISSION OF THE GROUP COMPLIANCE DIRECTOR.

ACCESS PERSONS CANNOT PURCHASE OR SELL THE SAME COVERED SECURITY WITHIN 60 DAYS
IF SUCH TRANSACTIONS WILL RESULT IN A PROFIT. AN EXCLUSION, HOWEVER, APPLIES TO
SECURITIES PURCHASED UNDER THE DE MINIMIS EXCEPTION. THESE MAY BE SOLD WITHIN 60
DAYS, SUBJECT TO PRE-CLEARANCE FOR TRADES OVER (POUND)7,000.

PERSONAL DEALING

All London-based personnel are required to additionally comply with the
requirements of the Schroder Group UK Staff Dealing Rules, which can be found on
Group Compliance's intranet site in "Compliance Manual".

IF AN EMPLOYEE FAILS TO PRE-CLEAR A COVERED TRANSACTION, S/HE MAY BE MONETARILY
PENALISED BY FINE OR DISGORGEMENT OF PROFITS OR AVOIDANCE OF LOSS. VIOLATIONS OF


-----------------------
(2) 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 person making the recommendation, when such person seriously considers
making such a recommendation.


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THIS POLICY WILL RESULT IN REPRIMANDS AND COULD ALSO AFFECT THE PERSON'S
EMPLOYMENT AT SCHRODERS.


The following transactions do not require pre-clearance:

o    Transactions in a Covered Account over which the employee has no direct or
     indirect influence or control such as where investment discretion is
     delegated in writing to an independent fiduciary. Group Compliance must
     receive evidence of the delegation

o    Transactions which are non-volitional on the part of the employee (i.e.,
     the receipt of securities pursuant to a stock dividend or merger, a gift or
     inheritance). However, the sale of securities acquired in a non-volitional
     manner is treated as any other transaction and subject to pre-clearance
     rules, etc

o    Purchases of the stock of a company pursuant to an automatic dividend
     reinvestment plan, automatic direct stock purchase plan, dividend
     reinvestment plan or employee stock purchase plan sponsored by such company
     provided that the deductions are on an automatic, regular (i.e., weekly,
     monthly, etc.) basis from either a paycheck or a bank or money market
     account

o    The 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. However,
     if you purchase the rights from a third-party, the transaction must be
     pre-cleared. Likewise, the sale of such rights must be pre-cleared

o    Transactions falling under the de minimis exclusion

Purchases of non-US securities in the retail tranche of a new issue are
permitted where the securities are acquired through a retail application form
which does not disclose, and where allotment is not dependent on, the
applicant's affiliation with Schroders.

ALL OTHER ACCESS PERSONS

All other persons who are deemed Access Persons, wherever geographically
situated, are subject to their local policies and procedures relating to
personal securities transactions. Records of such Access Persons' personal
transactions will be maintained in accordance with Rule 204-2(a)(12) under the
Advisers Act and made available to representatives of the US Securities and
Exchange Commission upon request.

REPORTING REQUIREMENTS

All personnel are required to report their transactions in Covered Securities as
follows:

Reports of Each Transaction in a Covered Security

o    Personnel are required to report to Group 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 the following information:

         name of security
         nature of transaction (purchase, sale, etc.)
         number of shares/units or principal amount
         price of transaction


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         date of trade
         name of broker

The reporting obligation may be discharged by brokers sending copies of contract
notes/confirmations for all transactions to Group Compliance.

Initial Declaration

o    No later than 10 days after being advised that they are subject to the
     Code, each employee must provide Group Compliance 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 must sign and date the report.

Quarterly Reports

o    No later than 10 days after the end of each calendar quarter, each employee
     must provide Group Compliance 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. Report of any new
     Covered Accounts established during the quarter, including the name of the
     broker/dealer and the date the Covered Account was established, must also
     be made. The report must be signed and dated by the employee.

o    TRANSACTIONS IN SHARES OF THE SCHRODER FUNDS MUST BE REPORTED.

o    TRANSACTIONS IN SHARES OF US FUNDS SUBADVISED BY SCHRODERS MUST BE REPORTED
     BY SUCH FUNDS' ACCESS PERSONS.


Annual Reports

o    Within 30 days after the end of the calendar year, 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 must sign and date the report.


The information on personal securities transactions received and recorded will
be deemed to satisfy the obligations contained in Rule 204-2(a)(12) under the
Advisers Act and Rule17j-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.


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ADMINISTRATION OF THE CODE

At least annually, the Group Compliance and Risk Director will furnish the Chief
Compliance Officer in New York, with sufficient information to enable a report
to be prepared for issue to the board of the Schroder Funds and any other US
registered investment companies to which SIM NA acts as adviser or sub-adviser.
The written report should:

(i)     Describe any issues arising under the Code or this Policy since the last
        report to the board, including, but not limited to, information about
        material violations of the Code or this Policy and sanctions imposed in
        response to the material violations; and

(ii)    Certify that SIM NA has adopted procedures reasonably necessary to
        prevent Access Persons from violating the Code or this Policy.





Adopted:    October 1, 1995
Amended:    May 15, 1996
            May 1, 1997
            June 12, 1998
            June 2, 1999
            March 14, 2000
            August 14, 2001
            July 25, 2003
            December 9, 2003


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