CODE OF ETHICS

SCOPE AND PURPOSE


Set forth below is the Code of Ethics (the "Code") for Schroder Investment
Management North America Inc. ("SIM NA"), as required by Rule 204A-1 under the
Investment Advisers Act of 1940 (the "Advisers Act"). The purpose of the Code is
to set forth standards of conduct that govern the activities of all personnel to
ensure that the business is conducted in a manner that meets the high standards
required by our fiduciary duty to clients and in compliance with all legal and
regulatory requirements to which the business is subject.

This Code of Ethics applies to all officers, directors and employees (full and
part time) of SIM NA ("Access Persons"), all associated persons of Schroder Fund
Advisors, Inc. ("SFA") who are also employees of SIM NA and all persons employed
by any subsidiary of Schroders plc ("Schroders') who are deemed Access Persons,
to wit, employees who, in connection with their duties, are aware of securities
under consideration for purchase or sale on behalf of clients, as well as
personnel who are aware of portfolio holdings of registered investment companies
advised or subadvised by SIM NA or its affiliates ("Reportable Funds").

The Code imposes restrictions on personal securities transactions that are
designed to prevent any conflict or the appearance of any conflict of interest
between Access Persons' trading for their personal accounts and securities
transactions initiated or recommended for clients. The Code also provides
procedures to ensure that securities transactions undertaken by Access Persons,
whether for clients or for personal purposes, do not involve the misuse of
material non-public information, including sensitive information relating to
client portfolio holdings and transactions being considered to be undertaken on
behalf of clients. Therefore, incorporated within the Code are an Insider
Trading Policy and a Personal Securities Transactions Policy, which contain
procedures that must be followed by all personnel pursuant to Rule 204A-1 and
Rule 204-2(a)(12) under the Advisers Act, Rule 17j-1 under the Investment
Company Act of 1940 (the "Investment Company Act") and Section 204A of the
Advisers Act. To the extent that associated persons of SFA are subject to the
Code, it incorporates the requirements of Section 20A of the Securities Exchange
Act of 1934 (the "Exchange Act").






STATEMENT OF POLICIES

FIDUCIARY RESPONSIBILITY UNDER THE ADVISERS ACT

The basic precept of the Advisers Act is that an adviser has a fiduciary
responsibility to its client. While this fiduciary duty is not specifically set
forth in the Advisers Act, the Supreme Court has interpreted the Advisers Act's
anti-fraud provisions as including this duty. This obligation is meant to
eliminate conflicts of interest and potential conflicts of interest and to
prevent an adviser from exploiting its client's trust. Under this fiduciary
obligation, an adviser must be careful to avoid any conscious or subconscious
rendering of advice or engage in any activity which is not in the best interest
of its client. By eliminating conflicts or potential conflicts of interest, or
by fully disclosing such conflict or potential conflict, it is anticipated that
the adviser will be better able to provide disinterested advice. Where the
advice rendered is not disinterested, the fiduciary relationship may be
breached, even if the client suffers no loss.

It is SIM NA's policy to support and encourage an environment where all
employees are sensitive to the obligations of the adviser and all clients are
treated with the utmost consideration for what is in their best interests. All
communications with clients must be accurate and made in a timely manner. All
material information must be fully and clearly disclosed.


Compliance Policies and procedures have been adopted by SIM NA in order to meet
all legal obligations to our clients, particularly those arising under the
federal securities laws and ERISA. Procedures have been instituted to mitigate
or obviate actual or potential conflicts of interest. These conflicts may arise
in situations where client relationships may tempt preferential treatment, e.g.,
where account size or fee structure would make it more beneficial for the
adviser to allocate certain trades to a client. Conflicts of interest may also
arise in connection with securities transactions by employees of the adviser,
especially those employees who are aware of actual transactions or client
holdings or transactions under consideration for clients. Portfolio managers are
discouraged from "portfolio pumping" and "window dressing," two practices which
would mislead investors as to a fund's performance or the stock selection
ability of its managers.

SIM NA has adopted procedures that require: (i) disclosure of certain
information to clients; (ii) obtaining client consent; or (iii) prohibiting or
restricting certain actions or activities. The Compliance Department's role is
to ensure that appropriate procedures are adopted by the business and that such
procedures

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are followed.

SIM NA has a Gifts and Entertainment Policy that prohibits employees from giving
or receiving gifts and entertainment that are excessive in nature. We take steps
to reasonably ensure that we do not offer, give, solicit or accept any gift if
it is likely to conflict to a material extent with any duty we owe to our
clients or any duty which such recipient firm owes to its customers.

Should an employee become aware of any conduct which the employee believes may
constitute a violation of this Code, the law, or any SIM NA policy, such
employee must promptly report such conduct to the Chief Compliance Officer or
his/her designee. All information about potential or suspected violations
reported to the Chief Compliance Officer will be investigated and the identity
of the reporting person will be kept confidential. SIM NA's policy prohibits any
retaliatory action against a reporting person, including discharge, demotion,
suspension, threats or harassment.


Standards of Care

(A)  CONFIDENTIALITY

     Personnel are expected to honor the confidential nature of company and
     client affairs. Information designated as confidential shall not be
     communicated outside of SIM NA or other affiliated companies of Schroders
     other than to advisers consulted on a confidential basis, and shall only be
     communicated within Schroders on a "need to know" basis or as otherwise
     authorized by management in conformity with the Code.

     Personnel must also avoid making unnecessary disclosure of ANY internal
     information concerning SIM NA, Schroders, or their affiliates and their
     business relationships and must use such information in a prudent and
     proper manner in the best interests of SIM NA, and its clients.

(B)  LEVEL OF CARE

     Personnel are expected to represent the interests of SIM NA and its clients
     in an ethical manner and to exercise due skill, care, prudence and
     diligence in all business dealings, including but not limited to compliance
     with all applicable regulations and laws, and to avoid illegal activities
     and other conduct specifically prohibited to its personnel by the
     respective policies of any of the Schroder companies in relation to which a
     person is a director, officer or employee.

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(C)  FIDUCIARY DUTIES

     All personnel have fiduciary duties:

     (i)  at all times to place the interests of 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)  All supervised persons, to wit, all officers, directors and employees
          of SIM NA who are subject to the supervision and control of SIM NA,
          are required to comply with all federal securities laws applicable to
          SIM NA's business.

     (ii) Personnel are required to comply with the Insider Trading Policy and
          Personal Securities Transactions Policy incorporated herein.



COMPLIANCE

The Compliance Department is responsible for ensuring that a copy of the Code,is
delivered to all persons at the commencement of their employment withSIM NA and
that any amendments thereto are timely distributed to all employees. As a
condition of continuing employment, each employee is required to acknowledge in
writing receipt of a copy of the Code and that he or she has understood the
obligations and responsibilities hereunder and on an annual basis to certify
compliance with it on the form provided. Further, each new employee must meet
with the Chief Compliance Officer within two (2) weeks of his/her initial
employment for orientation relating to this Code.


QUESTIONS

All questions about an individual's responsibilities and obligations under the
Code of Ethics should be referred to SIM NA's Chief Compliance Officer.


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OUTSIDE DIRECTORSHIPS

Personnel are prohibited from serving on the board of directors of any publicly
listed or traded company or of any company whose securities are held in any
client portfolio, except with the prior authorization of the Chairman or Chief
Executive of SIM NA or, in their absence, the Chief Compliance Officer or the
Head of Group Risk and Compliance based upon a determination that the board
service would be consistent with the interests of Schroders' clients. If
permission to serve as a director is given, the company will be placed
permanently on Section Two of SIM NA's Restricted List. Transactions in that
company's securities for client and personal securities accounts will only be
authorized when certification has been obtained from that company's Secretary or
similar officer that its directors are not in possession of material price
sensitive information with respect to its securities.


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                             INSIDER TRADING POLICY

THE SCOPE AND PURPOSE OF THE POLICY

It is a violation of United States federal law and a serious breach of SIM NA's
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, nonpublic information ("inside
information") which may come into his/her possession either in the course of
performing his/her duties, or through personal contacts. Such violations could
subject you, SIM NA, and our affiliates, 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 SIM NA. Tippees (i.e.,
persons who receive material, nonpublic information) also may be held liable if
they trade or pass along such information to others.

Further, it is a violation of anti-fraud provisions of the Advisers Act for
employees who are or become aware of transactions being considered for clients
or are aware of the portfolio holdings in the reportable funds to which SIM NA
(or an affiliate) acts an adviser to disclose such information to a party who
has "no need to know" or to trade on such information for personal gain by,
among other things, front-running or market timing.

The US Insider Trading and Securities Fraud Enforcement Act of 1988 ("ITSFEA")
requires all broker-dealers and investment advisers to establish and enforce
written policies and procedures reasonably designed to prevent misuse of
material, non-public information. Although ITSFEA itself does not define
"insider trading", the US Supreme Court has previously characterized it as the
purchase or sale of securities (which include debt instruments and put and call
options) while in possession of information which is both material and
non-public, i.e., information not available to the general public about the
securities or related securities, the issuer and in some cases the markets for
the securities. The provisions of ITSFEA apply both to trading while in
possession of such information and to communicating such information to others
who might trade on it improperly.

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


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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.

Market information which emanates from outside the corporation but affects the
market price of an issuer's securities can also be inside information. For
example, inside information can also originate within SIM NA itself. This would
include knowledge of activities or plans of an affiliate, or knowledge of
securities transactions that are being considered or executed by SIM NA itself
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
information about another company that has a material relationship to the
issuer, such as a major supplier's decision to increase its prices. Moreover,
non-public information relating to portfolio holdings in a Reportable Fund can
be used to market-time or engage in other activities that are detrimental to the
Reporting Fund and its shareholders.

In addition, Rule 14e-3 under the Exchange Act makes it unlawful to buy or sell
securities while in possession of material information relating to a tender
offer, if the person buying or selling the securities knows or has reason to
know that the information is nonpublic and has been acquired, directly or
indirectly from the person making or planning to make the tender offer, from the
target company, or from any officer, director, partner or employee or other
person acting on behalf of either the bidder or the target company. This rule
prohibits not only trading, but also the communication of material, nonpublic
information relating to a tender offer to another person in circumstances under
which it is reasonably foreseeable that the communication will result in a trade
by someone in possession of the material, nonpublic information.


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PROCEDURES AND RESPONSIBILITIES OF EMPLOYEES

1.   Personnel who acquire non-public information (that may possibly be
     material) about a company are immediately prohibited from:

     (a)  trading in the securities of that company or related securities and
          financial instruments (as defined below) whether for client accounts
          or for any personal accounts, and

     (b)  communicating the information either inside or outside SIM NA except
          as provided below.

2.   Personnel who acquired non-public information should report the matter to
     the Chief Compliance Officer.

3.   After the Chief Compliance Officer has reviewed the issue, you will be
     instructed to either continue the prohibitions against trading and
     communicating, or the restrictions on trading and communicating the
     information will be lifted.

4.   Personnel who are aware of the portfolio holdings in Reportable Funds
     because of their responsibilities within SIM NA are precluded from
     disclosing such information to others within SIM NA and Schroders who do
     not have a "need to know."

5.   Personnel who are aware of the portfolio holdings in Reportable Funds
     because of their responsibilities within SIM NA are precluded from
     disclosing such information to others outside of SIM NA or Schroders except
     as required to fulfill their work-related responsibilities. Disclosure of
     the portfolio holdings of Reportable Funds shall only be made in compliance
     with such Funds' portfolio holdings disclosure policy.


PENALTIES

Penalties for trading on or communicating material, nonpublic information are
severe, both for the individuals involved in such unlawful conduct and their
employers. Under the law, a person can be subject to some or all of the
penalties below, even if s/he does not personally benefit from the violation.
Penalties include:

     1)   civil injunctions;


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     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;

     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 trading in the securities of Schroders plc because
staff, by virtue of their employment, may be deemed to have Inside Information:

1.   Securities of Schroders plc will not be purchased for any client account
     without the permission of that client, and then only if permitted by
     applicable law.

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.

SIM  NA RESTRICTED LIST

The SIM NA Restricted List is circulated only to those employees responsible for
placing securities trades.

SECTION ONE: No personnel may place trades in any securities, which term
includes options, warrants, debentures, futures, etc., on such securities, of
any company on Section One of the SIM NA Restricted List for any account
whatsoever, including client accounts or personal accounts at any time.

SECTION TWO: Trades in the securities or related securities of any company on
Section Two of the SIM NA Restricted List (which contains those companies that
have an officer of SIM NA on their board of directors, or where SIM NA manages a
part of their balance sheet assets, i.e., corporate cash rather than pension
fund assets) may only be undertaken with the written permission of Compliance
Department.

No approval to trade will be given:

(i)  for any securities of a company currently on Section One of the SIM NA
     Restricted List;


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(ii) for any security of a company on Section Two of the SIM NA Restricted List
     because an officer of SIM NA serves as a director of that company unless
     confirmation from that company's Secretary or similar officer is obtained
     that its directors are not in possession of material price sensitive
     information with respect to its securities. Permission to trade in the
     securities of any company on Section Two of the SIM NA Restricted List
     because SIM NA manages balance sheet assets for that company (as opposed to
     pension fund assets) will only be given if confirmation is obtained from
     the portfolio manager responsible for that client that SIM NA does not hold
     any price sensitive information with respect to that company. Permission
     will not, in any event, be given to any personnel personally involved in
     the management of that client's account.



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                        PERSONAL SECURITIES TRANSACTIONS
                                     POLICY


SUMMARY

All employees of SIM NA 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 precleared,
     except as noted below.

o    All employees must execute their transactions in Covered Securities either
     through Charles Schwab or Salomon Smith Barney. 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 a de minimis exception applies.

o    De minimis exceptions: There is a de minimis exception pertaining to
     transactions of up to 500 shares per week of a large cap US equity or the
     ordinary equivalent number of shares of non-US large cap companies trading
     in the US as American Depository Receipts or American Depository Shares
     ("ADRs").

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.

o    Any employee wishing to buy U.S. securities, directly or indirectly, in an
     initial public offering or a private placement must receive prior
     permission from the Chief Compliance Officer.

o    All employees must report all trades in the Schroder Funds and any
     Reportable Fund, as defined, supra. For purposes of this Policy, accounts
     in the Schroder Funds are deemed "Covered Accounts." See definition below.

o    All transactions in the Schroder Funds and in Reportable Funds are subject
     to a 60 day holding period.


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ACCESS PERSON means any director or officer of SIM NA, SFA and any employee who
is an Advisory Person or any employee who has access to nonpublic information
regarding any clients' purchase or sale of securities or nonpublic information
regarding the portfolio holdings of any Reportable Fund.

ADVISORY PERSON is any employee of SIM NA who, in connection with his/her
regular functions or duties, makes, participates in, or obtains information
regarding the purchase or sale of a Covered Security (as defined below) on
behalf of any advisory client 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 in any open-end US registered investment company (mutual fund),
     including Exchange Traded Funds ("ETFs", SPDRs, etc.), OTHER THAN
     REPORTABLE FUNDS

o    shares issued by money market funds

o    shares issued by unit investment trusts that are invested exclusively in
     one or more open-end funds, none of which are Reportable Funds

o    securities which are direct obligations of the U.S. Government (i.e.,
     Treasuries)

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 PRECLEARANCE AND YOU DO NOT HAVE TO REPORT IT.

--------

(1) High quality short-term debt instruments means any instrument having a
maturity at issuance of less than 366 days and which is rated in one of the
highest two rating categories by a Nationally Recognized Statistical Rating
Organization, or which is unrated but is of comparable quality.


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COVERED ACCOUNTS

An account covered by this Policy is an account in which Covered Securities are
owned by you or an account in which you own a beneficial interest (except where
you have no influence or control). This includes IRA accounts. Under the Policy,
accounts held by your spouse (including his/her IRA accounts), minor children
and other members of your immediate family (children, stepchildren,
grandchildren, parents, step parents, grandparents, siblings, in-laws and
adoptive relationships) who share your household are also considered your
accounts. In addition, accounts maintained by your domestic partner (an
unrelated adult with whom you share your home and contribute to each other's
support) are considered your accounts under this Policy.

IF YOU ARE IN ANY DOUBT AS TO WHETHER AN ACCOUNT FALLS WITHIN THIS DEFINITION OF
COVERED ACCOUNT, PLEASE SEE COMPLIANCE. FURTHER, IF YOU BELIEVE THAT THERE IS A
REASON THAT YOU ARE UNABLE TO COMPLY WITH THE POLICY, FOR EXAMPLE, YOUR SPOUSE
WORKS FOR ANOTHER REGULATED FIRM, YOU MAY SEEK A WAIVER FROM COMPLIANCE.

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) Access
     Persons will not be able to execute a trade in a Covered Security within
     seven calendar days before or after a client has traded in the same (or a
     related) security unless a de minimis exception applies.

o    De minimis exception -: Transactions involving shares in certain companies
     traded on US stock exchanges or the NASDAQ will be approved regardless of
     whether there are outstanding client orders. The exception applies to
     transactions involving no more than 500 shares per issuer (or the
     equivalent number of shares represented by ADRs) in securities of companies
     with market capitalizations of $7 billion or more. In the case of options,
     an employee may purchase or sell up to 5 option contracts to control up to
     500 shares in the underlying security of such large cap company.

o    Preclearance is required for all de minimis transactions.

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(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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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 AND IN OTHER REPORTABLE 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
CHIEF COMPLIANCE OFFICER.
ACCESS PERSONS CANNOT PURCHASE OR SELL THE SAME COVERED SECURITY WITHIN 60 DAYS
IF SUCH TRANSACTIONS WILL RESULT IN A PROFIT.

 The Short Term Trading Prohibition shall not pertain to the exercise of a call
sold by an employee to cover a long position. However, although an Access Person
may purchase a put to cover a long position, the exercise of such put will only
be approved if the underlying security was held for the minimum required period
(60 days). The exercise of a covered put is subject to the same preclearance and
reporting requirements as the underlying security.

PRECLEARANCE

The following section addresses how to obtain preclearance, when you may trade
and how to establish an account. The procedures vary in detail, depending upon
where you work, but do not vary in principle. For ease of understanding, this
section is divided according to geographic area.

IF AN EMPLOYEE FAILS TO PRECLEAR A TRANSACTION IN A COVEREDSECURITY, S/HE MAY BE
MONETARILY PENALIZED, BY FINE OR DISGORGEMENT OF PROFITS OR AVOIDANCE OF LOSS.
VIOLATIONS OF THIS POLICY WILLBE REPORTED TO SIM NA'S BOARD OF DIRECTORS AND
WILL RESULT IN REPRIMANDS AND COULD ALSO AFFECT THE PERSON'S EMPLOYMENT AT SIM
NA.

US-BASED PERSONNEL

o    All US-based personnel are required to maintain their Covered Accounts at
     either Charles Schwab or Salomon Smith Barney ("SSB"). Mutual funds are not
     required to be held in a brokerage account; they may be held directly with
     the fund company.


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o    Personnel on secondment from London may apply to Compliance for a waiver of
     the requirement to maintain their Covered Accounts at Schwab or SSB.
     However, any seconded employee wishing to trade in US securities must
     follow the procedures as set forth for US-based personnel unless waived by
     Compliance. Seconded employees who do not maintain Covered Accounts in the
     US are required to follow the procedures set forth in The PA Rules and
     obtain the appropriate clearance from London.

o    Preclearance is obtained by completing a Request to Trade Form. Clearance
     must be obtained from the appropriate asset class manager and then from
     Compliance. Attached to this Policy is a list of the personnel who may
     preclear a trade. PLEASE NOTE - TRANSACTIONS IN SECURITIES WHOSE MARKET
     CAPITALIZATION IS BETWEEN $3 BILLION AND $7 BILLION WILL NEED TO OBTAIN
     CLEARANCE FROM BOTH THE SMALL CAP/SMID ASSET CLASS MANAGER AND THE LARGE
     CAP ASSET CLASS MANAGER.

o    Preclearance is valid until close of business on the next business day
     following receipt of preclearance. If the transaction has not been executed
     within that timeframe, a new preclearance must be obtained. Please be sure
     to give the original Request to Trade Form to Compliance and keep a copy
     for yourself.

IF YOU WISH TO PURCHASE AN INITIAL PUBLIC OFFERING(3) OR SECURITIES IN A PRIVATE
PLACEMENT(4) YOU MUST OBTAIN PERMISSION FROM THE CHIEF COMPLIANCE OFFICER.

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. 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.

o    Purchases of the stock of a company pursuant to an automatic investment
     plan which is a program in which regular periodic purchases (or
     withdrawals) are made automatically in (or from) investment accounts in
     accordance with a predetermined schedule and allocation. An automatic
     investment plan includes a dividend reinvestment plan.

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(3) An IPO is an offering of securities registered under the Securities Act, the
issuer of which, immediately before the registration, was not subject to
reporting requirements under the federal securities laws.

(4) A private placement is an offering of securities that are not registered
under the Securities Act because the offering qualified for an exemption from
the registration provisions.


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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.

TORONTO AND MEXICO CITY BASED EMPLOYEES

 All Toronto and Mexico City based SIM NA personnel may maintain Covered
Accounts at the brokerage firm of their choosing, provided that Compliance (New
York) is notified. These employees are required to provide Compliance with
copies of monthly/periodic account statements and trade confirmations.

Preclearance is obtained in the same manner as for US-based personnel. Once you
have obtained preclearance, you must complete the transaction by the close of
the following business day. Please be sure to send the original Request to Trade
Form to Compliance and to keep a copy for yourself.

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 locally 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,
which SIM NA must review, as follows.

Reports of Each Transaction in a Covered Security

o    Personnel are required to report to Compliance, no later than at the
     opening of business on the business day following the day of execution of a
     trade for a Personal Account the following information:

         name of security
         exchange ticker symbol or CUSIP
         nature of transaction (purchase, sale, etc.)
         number of shares/units or principal amount
         price of transaction
         date of trade
         name of broker
         the date the Access Person submits the report


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SSB and Schwab provide the Compliance Department with a daily report of the
above information with respect to any personal securities transactions executed
by US-based personnel. Toronto and Mexico based personnel may discharge these
obligations by arranging in advance for copies of contract notes/confirmations
for all their transactions to be sent automatically to Compliance.

Any personnel seconded to New York who are granted a waiver from the requirement
to maintain personal accounts at SSB or Schwab shall, within thirty (30) days
after the end of each calendar quarter, provide SIM NA Compliance with copies of
all preclearance forms and contract notes for transactions executed during the
preceding quarter.

Initial Employment

No later than 10 days after initial employment with SIM NA, each employee must
provide Compliance with a list of each Covered Security s/he owns (as defined
above). The information provided, which must be current as of a date no more
that 45 days prior to the date such person became an employee, must include the
title of the security, the exchange ticker symbol or CUSIP, the number of shares
owned (for equities) and principal amount (for debt securities), The employee
must also provide information, which must include the name of the broker, dealer
or bank with whom the employee maintains an account in which any securities are
held for the direct or indirect benefit of the employee,. The report must be
signed by the employee and the date of submission noted thereon.

Quarterly Reports

o    No later than 30 days after the end of each calendar quarter, each employee
     will provide Compliance with a report of all transactions in Covered
     Securities in the quarter, including the name of the Covered Security, the
     exchange ticker symbol or CUSIP, 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 by
     the employee and the date of submission noted thereon.

o    TRANSACTIONS IN SHARES OF THE SCHRODER FUNDS AND IN OTHER REPORTABLE FUNDS
     MUST BE REPORTED, INCLUDING TRANSACTIONS IN THE NOW COMBINED SCHRODER
     401(K) AND DEFINED CONTRIBUTION PLANS. ONLY EXCHANGES MUST BE REPORTED;
     PAYROLL DEDUCTIONS AND CHANGES TO FUTURE INVESTMENT OF PAYROLL DEDUCTIONS
     DO NOT NEED TO BE REPORTED. ALL TRANSACTIONS IN THE SERP MUST ALSO BE
     REPORTED, INCLUDING INITIAL INVESTMENTS AND EXCHANGES.


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Annual Reports

Within 45 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,
exchange ticker symbol or CUSIP, number of shares and principal amount of each
Covered Security the employee owns (as defined above) and the names of all
Covered Accounts. The report must be signed by the employee and the date of
submission noted thereon.

The information on personal securities transactions received and recorded will
be deemed to satisfy the obligations contained in Rule 204A-1 under the Advisers
Act and Rule 17j-1 under the Investment Company Act. Such reports may, where
appropriate, contain a statement to the effect that the reporting of the
transaction is not to be construed as an admission that the person has any
direct or indirect beneficial interest or ownership in the security.

ADMINISTRATION OF THE CODE

At least annually, the Chief Compliance Officer, on behalf of SIM NA, will
furnish to the board of the Schroder Funds and any other US registered
investment companies to which SIM NA acts as adviser or subadviser, a written
report that:

(i)  Describes 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) Certifies that the 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
           June 23, 2003
           October 23, 2003
           December 9, 2003
           May 11, 2004
           January 14, 2005


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                                    APPENDIX


The following members of the Compliance Department are authorized to preclear
personal transactions:

Barbara Brooke Manning
Evett Lawrence
Brendan Dunphy
Brian Murphy

The following portfolio managers are authorized to preclear personal
transactions:

         US Large Cap:                     Grant Cowley, Jonathan Armitage
         US Small Cap/SMID:                Jenny Jones, Robert Starbuck
         US Fixed Income:                  Steven Lear
         Municipal Bonds                   David Baldt, Sue Beck
         ADRs and non-US Securities:       Compliance


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