CODE OF ETHICS

SCOPE AND PURPOSE

Set forth below is the Code of Ethics (the "Code") for Schroder Investment
Management North America Inc. ("SIMNA"), 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 SIMNA ("Access Persons"), all associated persons of Schroder Fund
Advisors, Inc. ("SFA") who are also employees of SIMNA 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 sub-advised by SIMNA 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").





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 SIMNA 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 SIMNA'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.

OUTSIDE EMPLOYMENT

No officer or employee of SIMNA may engage in any outside employment without
first making a written request to do so and obtaining the written consent of the
firm. Requests should be addressed to the Chief Compliance Officer. Employees
must receive prior written approval of the Chief Compliance Officer or the
General Counsel to receive a fee from any outside source for such activities as
investment banking, finder's fees, or consulting.

PRIVATE SECURITIES TRANSACTIONS AND TAX SHELTERS

No employee may participate in any type of private placement or tax shelter
without obtaining the advance written consent of the Chief Compliance Officer.
The employee must submit the information and certification specified in the
Personal Securities Transaction Policy.

Rule 3040 of the NASD Conduct Rules requires that employees of Schroder Fund
Advisers contemplating private securities transactions must submit a written
detailed request to participate to the firm, which must issue written permission
to proceed. The request must be submitted to the designated Compliance Officer
for Schroder Fund Advisers.

If any employee of Schroder Fund Advisers will receive or may receive selling
compensation in connection with a private securities transaction or tax shelter,
Schroder Fund Advisers must advise the employee in writing whether their
participation on that basis is approved.

No such participation in a transaction in which an employee will receive selling
compensation will be approved unless Schroder Fund Advisers determines that it
can record the transaction in its records and supervise the participation of the
employee in the transaction.


                                      -2-


                             INSIDER TRADING POLICY

THE SCOPE AND PURPOSE OF THE POLICY

It is a violation of United States federal law and a serious breach of SIMNA'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, SIMNA, 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 SIMNA. 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 SIMNA
(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 earnings or dividends, a significant change in the value of assets,
changes in key personnel or plans for a merger or acquisition.


                                      -3-


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 SIMNA itself. This would
include knowledge of activities or plans of an affiliate, or knowledge of
securities transactions that are being considered or executed by SIMNA 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

PROCEDURES AND RESPONSIBILITIES OF EMPLOYEES

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


                                      -4-


     (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 SIMNA 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 SIMNA are precluded from
     disclosing such information to others within SIMNA 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 SIMNA are precluded from
     disclosing such information to others outside of SIMNA 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;

     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.


                                      -5-


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.

SIMNA RESTRICTED LIST

The SIMNA 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 SIMNA 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 SIMNA Restricted List (which contains those companies that
have an officer of SIMNA on their board of directors, or where SIMNA 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 SIMNA
     Restricted List;

(ii) for any security of a company on Section Two of the SIMNA Restricted List
     because an officer of SIMNA 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 SIMNA Restricted List
     because SIMNA 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 SIMNA does not hold
     any price sensitive information with respect to that


                                      -6-


     company. Permission will not, in any event, be given to any personnel
     personally involved in the management of that client's account.


                                      -7-



                        PERSONAL SECURITIES TRANSACTIONS
                                     POLICY

SUMMARY

All employees of SIMNA are subject to the restrictions contained in this
Personal Securities Transactions Policy (the "Policy") with respect to their
securities transactions. Temporary and seconded employees may be subject to some
but not all provisions of the Code as hereafter specified. 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 employees must execute their transactions in Covered Securities
          either through Charles Schwab or Salomon Smith Barney or such other
          broker-dealers and the Director of Compliance may designate.

     o    Access Persons (as defined below) are prohibited from purchasing or
          selling a Covered Security within seven calendar days before a client
          has traded in the same (or a related) security unless a de minimis
          exception applies. For purposes of this requirement, purchases of
          shares of open-end investment companies managed by Schroders are not
          considered a covered security. Portfolio Managers may prohibit a
          purchase or sale of a covered security if a transaction on behalf of
          clients is contemplated with the seven days following the proposed
          employee trade.

     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 must receive prior permission from the
          Chief Compliance Officer. This restriction does not apply to initial
          public offerings purchased by collective investment vehicles such as
          mutual funds in which employees have invested.


                                      -8-


     o    All employees must report (but not pre-clear) purchases, redemptions
          and exchanges in the Schroder Funds and any Reportable Fund, in the
          same manner as other covered securities. For purposes of this Policy,
          accounts containing shares in the Schroder Funds of other reportable
          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.


ACCESS PERSON means any director or officer of SIMNA, 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 SIMNA 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)
          that is not managed by SIMNA or an affiliated adviser;

     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)


                                      -9-


     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. ACCOUNTS HOLDING ONLY
SECURITIES NOT COVERED BY THIS POLICY ARE NOT REQUIRED TO BE HELD AT A
DESIGNATED BROKER.

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.

An employee may maintain a brokerage account that is not a covered account (for
example an account through which that employee holds mutual fund shares that are
not covered securities) at a firm other than the ones designated by SIMNA.
Purchasing any covered security through that account will immediately change the
account to a covered account. Unless prior written consent is obtained from the
Chief Compliance Officer, the account will be designated as a covered account
and must promptly be transferred to an designated broker.

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

----------
(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.

(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.


                                      -10-


          Persons will not be able to execute a trade in a Covered Security
          within seven calendar days before a client has traded in the same (or
          a related) security unless a de minimis exception applies. Portfolio
          Managers may prohibit a purchase or sale of a covered security if a
          transaction on behalf of clients is contemplated with the seven days
          following the proposed employee trade.

     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 have been client orders within the
          preceding seven days. 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 $3 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    Pre-clearance by the Compliance Department is required for all de
          minimis transactions. Separate pre-clearance sign off by the portfolio
          manager is not required. The Compliance Department may, after
          consultation with the Trading Desk, decline to approve, or postpone
          the approval of, any de minimis trade to the extent that the
          Compliance Department concludes that access person trades in a
          security might, in the aggregate, interfere with pending client
          orders.


 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 pre-clearance
and reporting requirements as the underlying security.


                                      -11-


PRE-CLEARANCE

The following section addresses how to obtain pre-clearance, 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 PRE-CLEAR A TRANSACTION IN A COVERED SECURITY, S/HE MAY
BE MONETARILY PENALIZED, BY FINE OR DISGORGEMENT OF PROFITS OR AVOIDANCE OF
LOSS. VIOLATIONS OF THIS POLICY WILL BE REPORTED TO SIMNA'S BOARD OF DIRECTORS
AND WILL RESULT IN REPRIMANDS AND COULD ALSO AFFECT THE PERSON'S EMPLOYMENT AT
SIMNA.

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.

     o    Personnel on secondment from London or other offices 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. Seconded personnel who are authorized to
          conduct transactions through a non-US account must comply with the
          Personal Securities Transaction requirements of the office from which
          they were seconded. Transactions in non US securities need not be
          pre-cleared in the US but must be reported in quarterly transaction
          reports.

     o    Pre-clearance is obtained by completing a Request to Trade Form.
          Unless the staff member requesting pre-clearance is relying on the de
          minimis exception, that staff member must obtain prior pre-clearance
          from the appropriate asset class manager and then from Compliance.
          Trades exempt from the seven day rule and portfolio manager
          pre-clearance due to the de minimis exception will be taken as
          affirmatively representing that all conditions of the exemption apply.
          Attached to this Policy is a list of the personnel who may pre-clear 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    Pre-clearance is valid until close of business on the next business
          day following receipt of pre-clearance unless a longer period is
          expressly


                                      -12-


          provided by Compliance. If the transaction has not been executed
          within that timeframe, a new pre-clearance 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 Compliance Officer will not approve purchases or sales of Securities that
are not publicly traded, unless the Access Person provides such documents as the
Compliance Department requests and the Chief Compliance Officer concludes, after
consultation with one or more of the relevant Portfolio Managers, that the
Companies would have no foreseeable interest in investing in such Security or
any related Security for the account of any Client.

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.
          Employees must provide such evidence of delegation of investment
          discretion as the Compliance Department requests and provide copies of
          account statements.

     o    Purchases and redemptions/sales of mutual funds managed by Schroders,
          all iShares, all SPDRs, HOLDRS Powershares and NASDAQ Trust shares.
          The Chief Compliance Officer may exempt other exchange traded funds
          temporarily from pre-clearance, and the ETFs added to this list in the
          next revision of the Code of Ethics. Transactions are subject to
          quarterly and annual reporting

     o    Transactions which are non-volitional on the part of the employee
          (e.g., receipt of securities pursuant to a stock dividend or merger, a
          gift or inheritance). However, the volitional 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.
          Any transactions

----------
(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.


                                      -13-


          in such a plan other than according to a predetermined schedule are
          subject to pre-clearance.

     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 or
          securities acquired through exercise of rights must be pre-cleared.

     o    Tender of shares already held into an offer if the tender offer is
          open on the same terms to all holders of the securities covered by the
          offer A tender of shares purchased fewer than 60 days before the close
          of the offer require approval by the Chief Compliance Officer.

     o    Conversion of convertible securities or participation in exchange
          offers provided that the conversion or offer is available on the same
          terms to all holders.


TORONTO AND MEXICO CITY BASED EMPLOYEES

All Toronto and Mexico City based SIMNA personnel may maintain Covered Accounts
at the brokerage firm of their choosing in Canada or Mexico, provided that their
local Compliance Officer and New York Compliance are notified. These employees
are required to provide either the local of New York Compliance Department with
copies of monthly/periodic account statements and trade confirmations.

Pre-clearance for trades in US Securities is obtained in the same manner as for
US-based personnel. Once you have obtained pre-clearance, you must complete the
transaction by the close of the following business day. Requests to Trade Forms
should be faxed to Compliance and to the relevant asset class manager.

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. Temporary employees who are
deemed access persons must comply with this Code other than the requirement of
maintaining covered accounts at Smith Barney or Schwab. Exemptions from the Code
made for temporary employees shall be documented by Compliance.

REPORTING REQUIREMENTS


                                      -14-


All personnel are required to report their transactions in Covered Securities,
which SIMNA 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

Personnel with Account at approved brokers may satisfy this requirement to the
extent that SIMNA independently receives confirmations from that broker. 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 maintain accounts in their home country
may be granted a waiver from the requirement to maintain personal accounts at
Smith Barney or Schwab. Seconded employees may, if applicable, satisfy the
clearance and reporting requirements for non US securities by complying fully
with the pre-clearance and reporting requirement imposed by the affiliated
adviser by which they are employed in their home country. If the employee
executes trades in non US securities, that employee shall, within thirty (30)
days after the end of each calendar quarter, provide SIMNA Compliance with
evidence of compliance with their local reporting and pre-clearance requirements
during the preceding quarter.

Personnel at an affiliated adviser that trade in US stocks are not subject to
this Code of Ethics unless they are deemed access persons. Compliance staff may
certify to employees of an affiliated adviser in writing (including by e-mail)
that no trades in a security are pending if that certification is required by
the local compliance group.

Initial Employment

No later than 10 days after initial employment with SIMNA, 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


                                      -15-


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. Employees may
provide account statements in lieu of a listing.

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 on the form provided by Compliance
          and including all information requested in that form. Employees must
          also 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. If all transactions have taken place
          in covered accounts at an approved broker that provides statements to
          Schroders, a simple affirmation of those transactions may be provided
          on forms distributed by compliance. 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 other than purchases
          through payroll deductions 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 are subject to
          the same reporting requirements as the Schroder 401(k) plan.


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. Employees may rely on brokerage statements provided by
Smith Barney and Schwab provided that they certify in writing that those
statement sets forth all covered securities that the employee holds.

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


                                      -16-


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 SIMNA, will
furnish to the board of the Schroder Funds and any other US registered
investment companies to which SIMNA acts as adviser or sub-adviser, 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 SIMNA has adopted procedures reasonably necessary to
     prevent Access Persons from violating the Code or this Policy.

GRANTING OF EXCEPTIONS

The Chief Compliance Officer and the General may, on a case-by-case basis, grant
exceptions to any provisions under this Code for good cause. Any such exceptions
and the reasons for granting them will be maintained in writing by the Chief
Compliance Officer and presented to the Board of Directors of the Adviser and to
the Board of Trustees of the funds at the next scheduled meeting.

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 SIMNA 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 SIMNA'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.

OUTSIDE EMPLOYMENT

No officer or employee of SIMNA may engage in any outside employment without
first making a written request to do so and obtaining the written consent of the


                                      -17-


firm. Requests should be addressed to the Chief Compliance Officer. Employees
must receive prior written approval of the Chief Compliance Officer or the
General Counsel to receive a fee from any outside source for such activities as
investment banking, finder's fees, or consulting.

PRIVATE PLACEMENT SECURITIES TRANSACTIONS AND TAX SHELTERS

No employee may participate in any type of private placement or tax shelter
without obtaining the advance written consent of the Chief Compliance Officer.
The employee must submit the information and certification specified in the
Personal Securities Transaction Policy.

Rule 3040 of the NASD Conduct Rules requires that employees of Schroder Fund
Advisers contemplating private securities transactions must submit a written
detailed request to participate to the firm, which must issue written permission
to proceed. The request must be submitted to the designated Compliance Officer
for Schroder Fund Advisers.

If any employee of Schroder Fund Advisers will receive or may receive selling
compensation in connection with a private securities transaction or tax shelter,
Schroder Fund Advisers must advise the employee in writing whether their
participation on that basis is approved.

No such participation in a transaction in which an employee will receive selling
compensation will be approved unless Schroder Fund Advisers determines that it
can record the transaction in its records and supervise the participation of the
employee in the transaction.

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
          December 5, 2005
          March 6, 2006
          September 12, 2006


                                      -18-




                                    APPENDIX


The following members of the Compliance Department are authorized to pre-clear
personal transactions:

Stephen M.  DeTore
Abigail Flack
Lisa Minney
Lisa Rolon

In addition, the following Officers of SIMNA may pre-clear trades for Members of
the Compliance Department or for others when a member of the Compliance
Department is unavailable

Carin F.  Muhlbaum, Chief Legal Officer and Chief Administrative Officer
Mark Hemenetz, Executive Vice President

The following portfolio managers are authorized to pre-clear personal
transactions:

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

In the event that the relevant portfolio managers are unavailable, Compliance
may pre-clear in consultation with the available staff.


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