SEI LIQUID ASSET TRUST
SEI TAX EXEMPT TRUST
SEI DAILY INCOME TRUST
SEI ASSET ALLOCATION TRUST
SEI INSTITUTIONAL MANAGED TRUST
SEI INSTITUTIONAL INTERNATIONAL TRUST
SEI INSTITUTIONAL INVESTMENTS TRUST
SEI ALPHA STRATEGY PORTFOLIOS, LP
CODE OF ETHICS
ADOPTED UNDER RULE 17J-1
While affirming its confidence in the integrity and good faith of all of
its officers and trustees, each of SEI Liquid Asset Trust, SEI Tax Exempt Trust,
SEI Daily Income Trust, SEI Asset Allocation Trust, SEI Institutional Managed
Trust, SEI Institutional International Trust, SEI Institutional Investments
Trust, and SEI Alpha Strategy Portfolios, LP (the "Trusts"), recognize that the
knowledge of present or future portfolio transactions and, in certain instances,
the power to influence portfolio transactions which may be possessed by certain
of officers, employees and trustees could place such individuals, if they engage
in personal transactions in securities which are eligible for investment by the
Trust, in a position where their personal interest may conflict with that of the
Trust.
In view of the foregoing and of the provisions of Rule 17j-1(b)(1) under
the Investment Company Act of 1940 (the "1940 Act"), each Trust has determined
to adopt this Code of Ethics to specify and prohibit certain types of
transactions deemed to create conflicts of interest (or at least the potential
for or the appearance of such a conflict), and to establish reporting
requirements and enforcement procedures.
I. STATEMENT OF GENERAL PRINCIPLES.
In recognition of the trust and confidence placed in each Trust by its
shareholders, and to give effect to each Trust's belief that its operations
should be directed to the benefit of its shareholders, each Trust hereby adopts
the following general principles to guide the actions of its trustees, officers
and employees:
(1) The interests of the Trusts' shareholders are paramount, and all of
the Trusts' personnel must conduct themselves and their operations to
give maximum effect to this tenet by assiduously placing the interests
of the shareholders before their own.
(2) All personal transactions in securities by the Trusts' personnel must
be accomplished so as to avoid even the appearance of a conflict of
interest on the part of such personnel with the interests of the
Trusts and their shareholders.
(3) All of the Trusts' personnel must avoid actions or activities that
allow (or appear to allow) a person to profit or benefit from his or
her position with respect to the Trusts, or that otherwise bring into
question the person's independence or judgment.
(4) All of the Trusts' personnel are prohibited from disclosing material
nonpublic information to others or engaging in the purchase or sale
(or recommending or suggesting that any person engage in the purchase
or sale) of any security to which such information relates.
II. DEFINITIONS.
(1) "Access Person" shall mean
(i) each director/trustee or officer of a Trust,
(ii) each director/trustee, officer or employee of a Trust or any of a
Trust's advisers or sub-advisers (or of any company in a Control
relationship to the Trust or such advisers or sub-advisers) who,
in connection with his or her regular functions or duties, makes,
participates in, or obtains information regarding, the purchase
or sale of a Security by each Trust or any series thereof (each a
"Fund"), or whose functions relate to the making of any
recommendations with respect to such purchases or sales,
(iii) any natural person in a Control relationship to a Trust or any
of a Trust's advisers or sub-advisers who obtains information
concerning recommendations made to the Trust with respect to the
purchase or sale of a Security by any Fund; and
(iv) each director, officer or general partner of any principal
underwriter for a Trust, but only where such person, in the
ordinary course of business, either makes, participates in, or
obtains information regarding the purchase or sale of Securities
by the Fund(s), or whose functions relate to the making of
recommendations regarding Securities to the Fund(s).
(2) "Automatic Investment Plan" shall mean 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.
(3) "Beneficial Ownership" of a security is to be determined in the same
manner as it is for purposes of Section 16 of the Securities Exchange
Act of 1934. This means that a person should generally consider
himself the beneficial owner of any securities in which he has a
direct or indirect pecuniary interest. In addition, a person should
consider himself the beneficial owner of securities held by his
spouse, his minor children, a relative who shares his home, or other
persons by reason of any contract, arrangement, understanding or
relationship that provides him with sole or shared voting or
investment power.
(4) "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the 1940 Act. Section 2(a)(9) provides that "control" means
the power to exercise a controlling influence over the management or
policies of a company, unless such power is solely the result of an
official position with such company. Ownership of 25% or more of a
company's outstanding voting security is presumed to give the holder
thereof control over the company. Such presumption may be countered by
the facts and circumstances of a given situation.
(5) "Independent Trustee" means a Trustee of a Trust who is not an
"interested person" of that Trust within the meaning of Section
2(a)(19) of the 1940 Act.
(6) "Initial Public Offering" ("IPO") means an offering of Securities
registered under the Securities Act of 1933, the issuer of which,
immediately before registration, was not subject to the reporting
requirements of Section 13 or Section 15(d) of the Securities Exchange
Act of 1934.
(7) "Private Placement" means an offering that is exempt from registration
under the Securities Act of 1933 pursuant to Section 4(2) or Section
4(6) in the Securities Act of 1933.
(8) "Purchase or sale of a Security" includes, among other things, the
writing of an option to purchase or sell a Security.
(9) "Security" shall have the same meaning as that set forth in Section
2(a)(36) of the 1940 Act, except that it shall not include securities
issued by the Government of the United States or an agency thereof,
bankers' acceptances, bank certificates of deposit, commercial paper
and high quality short-term debt instruments (including repurchase
agreements), and shares of registered open-end mutual funds not
organized as unit investment trusts, unless advised by SIMC. (Please
note that transactions in Exchange Traded Funds that are organized as
unit investment trusts and mutual funds advised by SIMC are subject to
the reporting and holding period requirements of this Code of Ethics).
(10) A Security "held or to be acquired" by a Trust or any Fund means (A)
any Security which, within the most recent fifteen days, (i) is or has
been held by a Trust or any Fund thereof, or (ii) is being or has been
considered by a Fund's investment adviser or sub-adviser for purchase
by the Fund; (B) and any option to purchase or sell and any Security
convertible into or exchangeable for any Security described in (A)
above.
(11) A Security is "being purchased or sold" by a Trust from the time when
a purchase or sale program has been communicated to the person who
places the buy and sell orders for the Trust until the time when such
program has been fully completed or terminated.
(12) "SEI Access Person" means any Access Person as defined in (1) above,
except directors/trustees, officers, or employees of any of the
Trusts' Sub-advisers.
(13) "Special Purpose Investment Personnel" means each SEI Access Person
who, in connection with his or her regular functions (including, where
appropriate, attendance at Board meetings and other meetings at which
the official business of a Trust or any Fund thereof is discussed or
carried on), obtains contemporaneous information regarding the
purchase or sale of a Security by a Fund. Special Purpose Investment
Personnel shall occupy this status only with respect to those
Securities as to which he or she obtains such contemporaneous
information.
III. PROHIBITED PURCHASES AND SALES OF SECURITIES.
(1) No Access Person shall, in connection with the purchase or sale,
directly or indirectly, by such person of a Security held or to be
acquired by a Trust or any Fund:
(A) Employ any device, scheme or artifice to defraud such Fund;
(B) Make to such Fund any untrue statement of a material fact or omit
to state to such Fund a material fact necessary in order to make
the statements made, in light of the circumstances under which
they are made, not misleading;
(C) Engage in any act, practice or course of business which would
operate as a fraud or deceit upon such Fund; or
(D) Engage in any manipulative practice with respect to a Fund.
(2) No Special Purpose Investment Personnel may purchase or sell, directly
or indirectly, any Security as to which such person is a Special
Purpose Investment Personnel in which he had (or by reason of such
transaction acquires) any Beneficial Ownership at any time within
seven calendar days before or after the time that the same (or a
related) Security is being purchased or sold by any Fund.
(3) No SEI Access Person may sell a Security within 60 days of acquiring
beneficial ownership of that Security.
IV. ADDITIONAL RESTRICTIONS AND REQUIREMENTS.
(1) Each SEI Access Person must obtain approval from the Review Officer
before acquiring Beneficial Ownership of any securities offered in
connection with an IPO or a Private Placement.
(2) No SEI Access Person shall accept or receive any gift of more than DE
MINIMIS value from any person or entity that does business with or on
behalf of a Trust.
(3) Each Access Person (other than a Trust's Independent Trustees) who is
not required to provide such information under the terms of a code of
ethics described in Section VII hereof must provide to the Review
Officer, no later than ten days after he or she becomes an Access
Person, an initial holdings report, and, within forty-five days after
the end of each calendar year, an annual holdings report. The initial
and annual holding reports shall disclose:
(A) The title, number of shares and principal of amount of each
Security in which such Access Person had any direct or indirect
Beneficial Ownership;
(B) The name of any broker, dealer or bank with whom the Access
Person maintained an account in which any securities were held
for the direct or indirect benefit of the Access Person; and
(C) The date that the report was submitted by the Access Person.
The information included in the initial holdings report must be
current as of a date no more than 45 days prior to the date such
person becomes an Access Person. The information included in the
annual holdings report must be as of each calendar year-end. The
Initial Holdings Report and Annual Holdings Report are attached as
APPENDIX II and APPENDIX III, respectively.
(4) Access Persons are not required to submit an initial or annual
holdings report with respect to transactions effected for, and
Securities held in, any account over which the Access Person has no
direct or indirect influence or Control.
V. REPORTING OBLIGATIONS.
(1) Except as discussed below, each SEI Access Person (other than a
Trust's Independent Trustees) shall report all transactions in
Securities in which the person has, or by reason of such transaction
acquires, any
direct or indirect Beneficial Ownership. Reports shall be filed with
the Review Officer quarterly. The Review Officer shall submit
confidential quarterly reports with respect to his or her own personal
securities transactions to an officer designated to receive his or her
reports ("Alternate Review Officer"), who shall act in all respects in
the manner prescribed herein for the Review Officer.
(2) Every report shall be made not later than 30 days after the end of the
calendar quarter in which the transaction to which the report relates
was effected, and shall contain the following information:
(A) The date of the transaction, the title, the interest rate and
maturity date (if applicable), the number of shares and the
principal amount of each Security involved;
(B) The nature of the transaction (I.E., purchase, sale or any other
type of acquisition or disposition);
(C) The price of the Security at which the transaction was effected;
(D) The name of the broker, dealer or bank with or through whom the
transaction was effected;
(E) The date the report was submitted by the Access Person; and
(F) With respect to any account established by the Access Person in
which any securities were held during the quarter for the direct
or indirect benefit of the Access Person:
(i) The name of the broker, dealer or bank with whom the Access
Person established the account;
(ii) The date the account was established; and
(iii) The date the report was submitted by the Access Person.
The Quarterly Transaction Report is attached as APPENDIX I.
(3) Any such report may contain a statement that the report shall not be
construed as an admission by the person making such report that he or
she has any direct or indirect Beneficial Ownership in the Securities
to which the report relates.
(4) An SEI Access Person need not make a quarterly transaction report with
respect to transactions effected pursuant to an Automatic Investment
Plan. In addition, SEI Access Persons are not required to submit a
quarterly transaction report with respect to transactions
effected for, and Securities held in, any account over which the SEI
Access Person has no direct or indirect influence or Control.
(5) In the event no reportable transactions occurred during the quarter,
the report should be so noted and returned signed and dated.
(6) An Access Person who would otherwise be required to report his or her
transactions under this Code shall not be required to file reports
pursuant to this Section V where such person is required to file
reports pursuant to a code of ethics described in Section VII, hereof.
(7) An Independent Trustee shall report transactions in Securities only if
the Trustee knew at the time of the transaction or, in the ordinary
course of fulfilling his or her official duties as a trustee, should
have known, that during the 15 day period immediately preceding or
following the date of the trustee's transaction, such Security was
purchased or sold, or was being considered for purchase or sale, by a
Trust. (The "should have known" standard implies no duty of inquiry,
does not presume there should have been any deduction or extrapolation
from discussions or memoranda dealing with tactics to be employed
meeting a Funds' investment objectives, or that any knowledge is to be
imputed because of prior knowledge of the Fund's portfolio holdings,
market considerations, or the Fund's investment policies, objectives
and restrictions.)
(8) An SEI Access Person need not submit a quarterly report if the report
would duplicate information contained in broker trade confirmations or
account statements received by the Review Officer, provided that all
required information is contained in the broker trade confirmations or
account statements and is received by the Review Officer NO LATER THAN
30 days after the end of the calendar quarter.
(9) Each Independent Trustee shall report the name of any publicly-owned
company (or any company anticipating a public offering of its equity
securities) and the total number of its shares beneficially owned by
him or her if such total ownership is more than 1/2 of 1% of the
company's outstanding shares. Such report shall be made promptly after
the date on which the Trustee's ownership interest equaled or exceeded
1/2 of 1%.
VI. REVIEW AND ENFORCEMENT.
(1) The Review Officer is responsible for identifying each person who is
(a) an Access Person of a Trust; and (b) required to report his or her
transactions under this Code and shall inform such Access Persons of
their reporting obligation under the Code. Such Access Persons shall
execute the Compliance Certification attached hereto as APPENDIX IV.
(2) The Review Officer shall compare all reported personal securities
transactions with completed portfolio transactions of a Trust to
determine whether a violation of this Code may have occurred. Before
making any determination that a violation has been committed by any
person, the Review Officer shall give such person an opportunity to
supply additional explanatory material.
(3) If the Review Officer determines that a violation of this Code may
have occurred, he shall submit his written determination, together
with the confidential monthly report and any additional explanatory
material provided by the individual, to the Chief Compliance Officer
of such Trust, who shall make an independent determination as to
whether a violation has occurred.
(4) If the Chief Compliance Officer finds that a violation has occurred,
he shall impose upon the individual such sanctions as he deems
appropriate and shall report the violation and the sanction imposed to
the Board of Trustees of such Trust.
(5) No person shall participate in a determination of whether he has
committed a violation of the Code or of the imposition of any sanction
against himself. If a securities transaction of the Chief Compliance
Officer is under consideration, any Compliance Officer shall act in
all respects in the manner prescribed herein for the Chief Compliance
Officer.
VII. INVESTMENT ADVISER'S AND PRINCIPAL UNDERWRITER'S CODE OF ETHICS.
Each investment adviser (including, where applicable, any sub-adviser) and
principal underwriter of a Trust shall:
(1) Submit to the Board of Trustees of such Trust a copy of its code of
ethics adopted pursuant to or in compliance with Rule 17j-1;
(2) Promptly report to the appropriate Trust in writing any material
amendments to such code of ethics;
(3) Promptly furnish to such Trust, upon request, copies of any reports
made pursuant to such code of ethics by any person who is an Access
Person as to the Trust;
(4) Shall immediately furnish to such Trust, upon request, all material
information regarding any violation of such code of ethics by any
person who is an Access Person as to the Trust; and
(5) At least once a year, provide such Trust a WRITTEN report that
describes any issue(s) that arose during the previous year under its
code of ethics, including any material code violations and any
resulting
sanction(s), and a certification that it has adopted measures
reasonably necessary to prevent its personnel from violating its code
of ethics.
VIII. ANNUAL WRITTEN REPORT TO THE BOARD.
At least once a year, the Chief Compliance Officer for each Trust will
provide the Board of Trustees a WRITTEN report that includes:
(1) ISSUES ARISING UNDER THE CODE. The Report will describe any issue(s)
that arose during the previous year under the Code, including any
material Code violations, and any resulting sanction(s).
(2) CERTIFICATION. The Report will certify to the Board of Trustees that
each Trust has adopted measures reasonably necessary to prevent its
personnel from violating the Code.
IX. RECORDS.
Each Trust shall maintain records in the manner and to the extent set forth
below, which records may be maintained under the conditions described in Rule
31a-2 under the Investment Company Act and shall be available for examination by
representatives of the Securities and Exchange Commission.
(1) A copy of this Code and any other code which is, or at any time within
the past five years has been, in effect shall be preserved in an
easily accessible place;
(2) A record of any violation of this Code and of any action taken as a
result of such violation shall be preserved in an easily accessible
place for a period of not less than five years following the end of
the fiscal year in which the violation occurs;
(3) A copy of each report submitted by an Access Person who is required to
report under this Code, including any information provided in lieu of
any such reports, shall be preserved for a period of not less than
five years from the end of the fiscal year in which it is made or the
information is provided, the first two years in an easily accessible
place;
(4) A list of all persons who are, or within the past five years have
been, required to submit their reports pursuant to this Code, or who
are or were responsible for reviewing these reports, shall be
maintained in an easily accessible place;
(5) A copy of each annual report to the Board of Trustees will be
maintained for at least five years from the end of the fiscal year in
which it is made, the first two years in an easily accessible place;
and
(6) A record of any decision, and the reasons supporting the decision, to
approve the acquisition of Securities in an IPO or a Private
Placement, shall be preserved for at least five years after the end of
the fiscal year in which the approval is granted.
X. MISCELLANEOUS.
(1) CONFIDENTIALITY. All reports of securities transactions and any other
information filed with a Trust pursuant to this Code shall be treated
as confidential.
(2) INTERPRETATION OF PROVISIONS. The Board of Trustees may from time to
time adopt such interpretations of this Code as it deems appropriate.
(3) PERIODIC REVIEW AND REPORTING. The Chief Compliance Officer of each
Trust shall report to the Board of Trustees at least annually as to
the operation of this Code and shall address in any such report the
need (if any) for further changes or modifications to this Code.
Adopted March 6, 1995.
Revised December 7, 2005
Revised June 9, 2008
APPENDIX I
QUARTERLY PERSONAL SECURITIES TRANSACTIONS REPORT
Name of Reporting Person: __________________________
Calendar Quarter Ended: __________________________
Date Report Due: __________________________
Date Report Submitted: __________________________
SECURITIES TRANSACTIONS
Principal
Name of Issuer No. of Amount, Maturity Name of Broker,
and Shares Date and Dealer or Bank
Date of Title of (if Interest Rate Type of Effecting
Transaction Security applicable) (if applicable) Transaction Price Transaction
- ----------- -------------- ----------- ---------------- ----------- ----- ---------------
If you have no securities transactions to report for the quarter, please check
here. [ ]
If you do not want this report to be construed as an admission that you have
beneficial ownership of one or more securities reported above, please describe
below and indicate which securities are at issue.
SECURITIES ACCOUNTS
If you established a securities account during the quarter, please provide the
following information:
Name of Broker, Dealer or Bank Date Account was Established Name(s) on and Type of Account
- ------------------------------ ---------------------------- ------------------------------
If you did not establish a securities account during the quarter, please check
here. [ ]
I CERTIFY THAT I HAVE INCLUDED ON THIS REPORT ALL SECURITIES TRANSACTIONS AND
ACCOUNTS REQUIRED TO BE REPORTED PURSUANT TO THE CODE OF ETHICS.
- ------------------------------------ ------------------
Signature Date
APPENDIX II
INITIAL HOLDINGS REPORT
Name of Reporting Person: ____________________________
Date Person Became Subject to the
Code's Reporting Requirements: ____________________________
Information in Report Dated as of: ____________________________
Date Report Submitted: ____________________________
SECURITIES HOLDINGS
Name of Issuer and No. of Shares Principal Amount
Title of Security (if applicable) (if applicable)
- ------------------ --------------- ----------------
If you have no securities holdings to report, please check here. [ ]
If you do not want this report to be construed as an admission that you have
beneficial ownership of one or more securities reported above, please describe
below and indicate which securities are at issue.
SECURITIES ACCOUNTS
If you maintain an account in which any securities are held for your direct or
indirect benefit, please provide the following information:
Name of Broker, Dealer or Bank Name(s) on and Type of Account
- ------------------------------ ------------------------------
If you have no securities accounts to report, please check here. [ ]
I CERTIFY THAT I HAVE INCLUDED ON THIS REPORT ALL SECURITIES HOLDINGS AND
ACCOUNTS REQUIRED TO BE REPORTED PURSUANT TO THE CODE OF ETHICS.
- ------------------------------------ -----------------------
Signature Date
APPENDIX III
ANNUAL HOLDINGS REPORT
Name of Reporting Person: ________________________
Information in Report Dated as of: ________________________
Date Report Submitted: ________________________
Calendar Year Ended: December 31, ____
SECURITIES HOLDINGS
Name of Issuer and No. of Shares Principal Amount
Title of Security (if applicable) (if applicable)
- ------------------ --------------- ----------------
If you have no securities holdings to report, please check here. [ ]
If you do not want this report to be construed as an admission that you have
beneficial ownership of one or more securities reported above, please describe
below and indicate which securities are at issue.
SECURITIES ACCOUNTS
If you maintain an account in which any securities are held for your direct or
indirect benefit, please provide the following information:
Name of Broker, Dealer or Bank Name(s) on and Type of Account
- ------------------------------ ------------------------------
If you have no securities accounts to report, please check here. [ ]
I CERTIFY THAT I HAVE INCLUDED ON THIS REPORT ALL SECURITIES HOLDINGS AND
ACCOUNTS REQUIRED TO BE REPORTED PURSUANT TO THE CODE OF ETHICS.
- ------------------------------------ -----------------------
Signature Date
APPENDIX IV
COMPLIANCE CERTIFICATION
INITIAL CERTIFICATION
I CERTIFY THAT I: (I) HAVE RECEIVED, READ AND REVIEWED THE TRUSTS' CODE OF
ETHICS;
(II) UNDERSTAND THE POLICIES AND PROCEDURES IN THE CODE;
(III) RECOGNIZE THAT I AM SUBJECT TO SUCH POLICIES AND
PROCEDURES;
(IV) UNDERSTAND THE PENALTIES FOR NON-COMPLIANCE;
(V) WILL FULLY COMPLY WITH THE TRUSTS' CODE OF ETHICS;
AND
(VI) HAVE FULLY AND ACCURATELY COMPLETED THIS CERTIFICATE.
Signature:
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Name: (Please print)
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Date Submitted:
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