As filed with the Securities and Exchange Commission on March 1, 2007
1933 Act File No. 33-11387
1940 Act File No. 811-4984
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
                             
    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933   þ    
 
      Pre-Effective Amendment No.               o    
 
                           
 
      Post-Effective Amendment No.     64         þ    
 
                           
and/or
                             
    REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940   þ    
 
      Amendment No.     65              
 
                           
(Check appropriate box or boxes.)
AMERICAN BEACON FUNDS
(Exact Name of Registrant as Specified in Charter)
4151 Amon Carter Boulevard, MD 2450
Fort Worth, Texas 76155
(Address of Principal Executive Office) (Zip Code)
Registrant’s Telephone Number, including Area Code: (817) 967-3509
WILLIAM F. QUINN, PRESIDENT
4151 Amon Carter Boulevard, MD 2450
Fort Worth, Texas 76155
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: March 1, 2007
It is proposed that this filing will become effective (check appropriate box)
     
þ
  immediately upon filing pursuant to paragraph (b)
o
  on (date) pursuant to paragraph (b)
o
  60 days after filing pursuant to paragraph (a)(1)
o
  on (date) pursuant to paragraph (a)(1)
o
  75 days after filing pursuant to paragraph (a)(2)
o
  on (date) pursuant to paragraph (a)(2) of Rule 485.
Registrant has adopted a master-feeder operating structure for six of its eighteen series. This Post-Effective Amendment includes signature pages for the American Beacon Master Trust, the Quantitative Master Series Trust and the State Street Master Funds, the master trusts, and the American Beacon Funds, the feeder trust.
 
 

 


 

AMERICAN BEACON FUNDS
CONTENTS OF REGISTRATION STATEMENT
This registration statement is comprised of the following:
Cover Sheet
Contents of Registration Statement
Prospectus for the Institutional Class consisting of the following American Beacon Funds: Balanced Fund, Large Cap Value Fund, Large Cap Growth Fund, Mid-Cap Value Fund, Small Cap Value Fund, Small Cap Value Opportunity Fund, International Equity Fund, Emerging Markets Fund, S&P 500 Index Fund, Small Cap Index Fund, International Equity Index Fund, High Yield Bond Fund, Intermediate Bond Fund, Short-Term Bond Fund, Treasury Inflation Protected Securities Fund, and Money Market Fund
Prospectus for the PlanAhead Class consisting of the following American Beacon Funds: Balanced Fund, Large Cap Value Fund, Mid-Cap Value Fund, Small Cap Value Fund, Small Cap Value Opportunity Fund, International Equity Fund, Emerging Markets Fund, S&P 500 Index Fund, High Yield Bond Fund, Enhanced Income Fund, Short-Term Bond Fund, Money Market Fund, U.S. Government Money Market Fund, and Municipal Money Market Fund
Prospectus for the AMR Class consisting of the following American Beacon Funds: Balanced Fund, Large Cap Value Fund, Large Cap Growth Fund, Mid-Cap Value Fund, Small Cap Value Fund, International Equity Fund, Emerging Markets Fund, S&P 500 Index Fund - Institutional Class, Small Cap Index Fund – Institutional Class, International Equity Index Fund – Institutional Class, High Yield Bond Fund – Institutional Class, Intermediate Bond Fund – Institutional Class, Short-Term Bond Fund – Institutional Class, and Treasury Inflation Protected Securities Fund – Institutional Class
Prospectus for the Service Class consisting of the following American Beacon Funds: Balanced Fund, Large Cap Value Fund, Small Cap Value Fund, and International Equity Fund
Prospectus for the Platinum Class of the American Beacon Money Market Fund, American Beacon Municipal Money Market Fund, American Beacon U.S. Government Money Market Fund, American Beacon Money Market Mileage Fund, American Beacon Municipal Money Market Mileage Fund and American Beacon U.S. Government Money Market Mileage Fund
Prospectus for the Cash Management Class of the American Beacon Money Market Fund and American Beacon U.S. Government Money Market Fund
Statement of Additional Information for the AMR Class, Institutional Class, PlanAhead Class, and Service Class of the following American Beacon Funds: Balanced Fund, Large Cap Value Fund, Large Cap Growth Fund, Mid-Cap Value Fund, Small Cap Value Fund, Small Cap Value Opportunity Fund, International Equity Fund, Emerging Markets Fund, S&P 500 Index Fund, Small Cap Index Fund, International Equity Index Fund, High Yield Bond Fund, Enhanced Income Fund, Intermediate Bond Fund, Short-Term Bond Fund, Treasury Inflation Protected Securities Fund, Money Market Fund, Municipal Money Market Fund and U.S. Government Money Market Fund

 


 

Statement of Additional Information for the Cash Management and Platinum Classes of the American Beacon Money Market Fund, American Beacon Municipal Money Market Fund and American Beacon U.S. Government Money Market Fund and the Mileage and Platinum Classes of the American Beacon Money Market Mileage Fund, American Beacon Municipal Money Market Mileage Fund and American Beacon U.S. Government Money Market Mileage Fund
Part C
Signature Pages
Exhibits
C-3

 


 

(AMERICAN BEACON COVER)


 

(AMERICAN BEACON FUNDS LOGO)
 
(INSTITUTIONAL CLASS)
 
Table of Contents
 
         
         
About the Funds
       
Overview
    2  
Balanced Fund
    3  
Large Cap Value Fund
    7  
Large Cap Growth Fund
    10  
Mid-Cap Value Fund
    13  
Small Cap Value Fund
    16  
Small Cap Value Opportunity Fund
    19  
International Equity Fund
    21  
Emerging Markets Fund
    24  
S&P 500 Index Fund
    27  
Small Cap Index Fund
    30  
International Equity Index Fund
    33  
High Yield Bond Fund
    36  
Intermediate Bond Fund
    39  
Short-Term Bond Fund
    42  
Treasury Inflation Protected Securities Fund
    45  
Money Market Fund
    48  
The Manager
    51  
SSgA
    52  
BlackRock Advisors
    53  
The Sub-Advisors
    53  
Valuation of Shares
    61  
         
About Your Investment
       
Purchase and Redemption of Shares
    62  
Frequent Trading and Market Timing
    66  
Distributions and Taxes
    67  
         
Additional Information
       
Distribution of Fund Shares
    67  
Master-Feeder Structure
    68  
Portfolio Holdings
    68  
Delivery of Documents
    68  
Financial Highlights
    68  
Additional Information Back Cover
About the Funds
 
Overview
 
 
The American Beacon Funds (the “Funds”) are managed by American Beacon Advisors, Inc. (the “Manager”), a wholly owned subsidiary of AMR Corporation.
 
The S&P 500 Index, Small Cap Index, International Equity Index, and Money Market Funds operate under a master-feeder structure (the “Master-Feeder Funds”). Each Master-Feeder Fund seeks its investment objective by investing all of its investable assets in a corresponding portfolio with a similar name and identical investment objective.
 
•  The Money Market Funds invest all of their investable assets in a corresponding portfolio of the American Beacon Master Trust (“Master Trust”). The Master Trust is managed by the Manager.
 
•  The S&P 500 Index Fund invests all of its investable assets in the State Street Equity 500 Index Portfolio. The State Street Equity 500 Index Portfolio is managed by SSgA Funds Management, Inc. (“SSgA”), a subsidiary of State Street Corp. and an affiliate of State Street Bank and Trust Company.
 
•  The Small Cap Index and International Equity Index Funds invest all of their investable assets in corresponding portfolios of the Quantitative Master Series Trust (“Index Trust”). The Index Trust is managed by BlackRock Advisors, LLC, a Delaware limited liability company. BlackRock Advisors, LLC, on behalf of the Small Cap Index Series and International Index Series, has a sub-advisory agreement with BlackRock Investment Management, LLC (“BIM”), a Delaware limited liability company. BIM is responsible for the day-to-day management of corresponding portfolios of the Index Trust. BlackRock Advisors, LLC and BIM (collectively, “BlackRock”) each is an indirect, wholly owned subsidiary of BlackRock, Inc., one of the world’s largest asset management firms with over $1 trillion in assets under management.
 
Throughout this Prospectus, statements regarding investments by a Master-Feeder Fund refer to investments made by its corresponding portfolio. For easier reading, the term “Fund” is used throughout the Prospectus to refer to either a Fund or its portfolio, unless stated otherwise. See “Master-Feeder Structure”.
 
Fund shares are only available in states in which they are authorized for purchase.

 
About the Funds Prospectus
2


 

 
American Beacon
 
Balanced Fund SM
 
 
Investment Objective
 
 
Income and capital appreciation.
 
Principal Strategies
 
 
Ordinarily, between 50% and 70% of the Fund’s total assets are invested in equity securities and between 30% and 50% of the Fund’s total assets are invested in debt securities.
 
The Fund’s equity investments may include common stocks, preferred stocks, securities convertible into common stocks, U.S. dollar-denominated American Depositary Receipts, and U.S. dollar-denominated foreign stocks traded on U.S. exchanges (collectively referred to as “stocks”).
 
The Fund’s assets are currently allocated among the Manager and the following three investment sub-advisors:
 
Barrow, Hanley, Mewhinney & Strauss, Inc. (“Barrow”)
 
Brandywine Global Investment Management, LLC
(“Brandywine Global”)
 
Hotchkis and Wiley Capital Management, LLC (“Hotchkis”)
 
The Manager intends to allocate all new assets, generally on an equal basis, between Barrow and Brandywine Global, who each decide the proportion of assets to invest in equity and fixed income securities in accordance with the Fund’s guidelines. The Manager does not anticipate allocating any new assets to Hotchkis, as they have reached their capacity limit for large cap value assets, nor does the Manager anticipate allocating any new assets to itself, other than to periodically rebalance the proportion of assets invested in equity and fixed income securities managed by Hotchkis and the Manager, respectively.
 
The Fund’s sub-advisors select stocks that, in their opinion, have most or all of the following characteristics (relative to the S&P 500 ® Index):
 
•  above-average earnings growth potential,
•  below-average price to earnings ratio,
•  below-average price to book value ratio, and
•  above-average dividend yields.
 
Each of the Fund’s sub-advisors determines the earnings growth prospects of companies based upon a combination of internal and external research using fundamental analysis and considering changing economic trends. The decision to sell a stock is typically based on the belief that the company is no longer considered undervalued or shows deteriorating fundamentals, or that better investment opportunities exist in other stocks. The Manager believes that this strategy will help the Fund outperform other investment styles over the longer term while minimizing volatility and downside risk.
 
The Fund’s investments in debt securities may include: obligations of the U.S. Government, its agencies and instrumentalities (some of which are not backed by the full faith and credit of the U.S. Government); U.S. corporate debt securities, such as notes and bonds; mortgage-backed securities; asset-backed securities; master-demand notes; Yankeedollar and Eurodollar bank certificates of deposit, time deposits, bankers’ acceptances, commercial paper and other notes; and other debt securities. The Fund will only buy debt securities that are investment grade at the time of purchase. Investment grade securities include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. The Fund, at the discretion of the Manager or the applicable sub-advisor, may retain a security that has been downgraded below the initial investment criteria.
 
In determining which debt securities to buy and sell, the Manager and the sub-advisors generally use a “top-down” or “bottom-up” investment strategy, or a combination of both strategies.
 
The top-down fixed income investment strategy is implemented as follows:
 
•  Develop an overall investment strategy, including a portfolio duration target, by examining the current trends in the U.S. economy. Duration is a measure of price sensitivity relative to changes in interest rates. For example, if a bond had a duration of four years, a 1% increase in U.S. Treasury interest rates could be expected to result in a 4% decrease in the value of the bond. Therefore, portfolios with longer durations are typically more sensitive to changes in interest rates.
•  Set desired portfolio maturity structure by comparing the differences between corporate and U.S. Government securities of similar duration to judge their potential for optimal return in accordance with the target duration benchmark.

 
 
Prospectus About the Funds
3


 

 
American Beacon
 
Balanced Fund SM  — (continued)
•  Determine the weightings of each security type by analyzing the difference in yield spreads between corporate and U.S. Government securities.
•  Select specific debt securities within each security type.
•  Review and monitor portfolio composition for changes in credit, risk-return profile and comparisons with benchmarks.
 
The bottom-up fixed income investment strategy is implemented as follows:
 
•  Search for eligible securities with a yield to maturity advantage versus a U.S. Government security with a similar maturity.
•  Evaluate credit quality of the securities.
•  Perform an analysis of the expected price volatility of the securities to changes in interest rates by examining actual price volatility between U.S. Government and non-U.S. Government securities.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term obligations. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
Principal Risk Factors
 
 
Market Risk (Stocks)
Since this Fund invests a substantial portion of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks will decline due to drops in the stock market. In general, the value of the Fund will move in the same direction as the overall stock market, which will vary from day to day in response to the activities of individual companies and general market and economic conditions.
 
Value Stocks Risk (Stocks)
Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices may go down. While the Fund’s investments in value stocks may limit its downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk.
 
Interest Rate Risk (Bonds)
The Fund is subject to the risk that the market value of the bonds it holds will decline due to rising interest rates. When interest rates rise, the prices of most bonds go down. The price of a bond is also affected by its maturity. Bonds with longer maturities generally have greater sensitivity to changes in interest rates.
 
Credit Risk (Bonds)
The Fund is subject to the risk that the issuer of a bond, including a U.S. Government agency not backed by the full faith and credit of the U.S. Government, will fail to make timely payment of interest or principal. A decline in an issuer’s credit rating can cause its price to go down.
 
Prepayment and Extension Risk (Bonds)
The Fund’s investments in asset-backed and mortgage-backed securities are subject to the risk that the principal amount of the underlying collateral may be repaid prior to the bond’s maturity date. If this occurs, no additional interest will be paid on the investment and the Fund may have to invest at a lower rate. Conversely, a decrease in expected prepayments may result in the extension of a security’s effective maturity and a decline in its price.
 
Foreign Investing Risk
Investing in the securities of foreign companies carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) political and financial instability, (2) less liquidity and greater volatility, (3) lack of uniform accounting, auditing and financial reporting standards, and (4) increased price volatility.
 
Securities Selection Risk
Securities selected by the Manager or a sub-advisor for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to three broad-based market indices, an index specific to the Fund’s strategy, and the Lipper Mixed-Asset Target Allocation Growth (MATAG) Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market indices and the index specific to the Fund’s strategy do not reflect fees, expenses or taxes. Past performance (before and

 
 
About the Funds Prospectus
4


 

 
American Beacon
 
Balanced Fund SM  — (continued)
after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
  13.81%
(1/1/97 through 12/31/06)
  (2nd Quarter 2003)
Lowest Quarterly Return:
  –10.83%
(1/1/97 through 12/31/06)
  (3rd Quarter 2002)
 
                         
    Average Annual Total Return
    as of 12/31/06
    1 Year   5 Years   10 Years
Return Before Taxes
    13.85%       9.53%       8.70%  
Return After Taxes on Distributions
    12.16%       8.44%       6.57%  
Return After Taxes on Distributions and Sale of Fund Shares
    10.10%       7.87%       6.42%  
 
 
Linked S&P 500/Citigroup Value Index 1
    20.80%       9.13%       9.31%  
S&P 500 Index 2
    15.79%       6.19%       8.42%  
Lehman Bros. Aggregate Index 3
    4.33%       5.06%       6.24%  
Balanced Composite Index 4
    13.99%       7.78%       8.42%  
Lipper MATAG Funds Index
    13.55%       7.66%       8.00%  
 
1
The Linked S&P 500/Citigroup Value Index represents returns of the S&P 500/Barra Value Index (“Barra Index”) up to October 31, 2005 and the S&P 500/Citigroup Value Style Index (“Citigroup Index”) thereafter. The Barra Index is a market value weighted index of stocks with book-to-price ratios in the top 50% of the S&P 500 Index. The Citigroup Index is a market value weighted index of stocks in the S&P 500 that score highest based on an average of book-to-price ratio, cash flow-to-price ratio, sales-to-price ratio, and dividend yield, representing 50% of the total market value of the S&P 500.
 
2
The S&P 500 Index is an unmanaged index of common stocks publicly traded in the United States.
 
3
The Lehman Brothers Aggregate Index is a market value weighted performance benchmark for government, corporate, mortgage-backed and asset-backed fixed-rate debt securities of all maturities.
 
4
To reflect the Fund’s allocation of its assets between investment grade fixed-income securities and equity securities, the Manager has combined the returns of the Linked S&P 500/Citigroup Value Index and the Lehman Brothers Aggregate Index in a 60%/40% proportion.
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the Return After Taxes on Distributions and Sale of Fund Shares may be higher than the other returns for the same period. This occurs when a capital loss is realized upon redemption, resulting in a tax deduction that benefits the shareholder. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. If you hold your Fund shares through a tax-deferred arrangement, such as an IRA or a 401(k), the after-tax returns do not apply to your situation.
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Balanced Fund.
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.28 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.31  
Acquired Fund Fees and Expenses 1
    0.03  
         
Total Annual Fund Operating Expenses 2
    0.62 %
         
 
1
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
2
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $63  
3 Years
    $199  
5 Years
    $346  
10 Years
    $774  

 
 
Prospectus About the Funds
5


 

 
American Beacon
 
Balanced Fund SM  — (continued)
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information,
which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
About the Funds Prospectus
6


 

 
American Beacon
 
Large Cap Value Fund SM
 
 
Investment Objective
 
 
Long-term capital appreciation and current income.
 
Principal Strategies
 
 
Ordinarily, at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in equity securities of large market capitalization U.S. companies. These companies generally have market capitalizations similar to the market capitalization of the companies in the Russell 1000 ® Index 1 at the time of investment. The Russell 1000 Index measures the performance of the 1,000 largest U.S. companies based on total market capitalization. As of December 31, 2006, the market capitalizations of the companies in the Russell 1000 Index ranged from $1.2 billion to $463.6 billion. The Fund’s investments may include common stocks, preferred stocks, securities convertible into U.S. common stocks, U.S. dollar-denominated American Depositary Receipts, and U.S. dollar-denominated foreign stocks traded on U.S. exchanges (collectively referred to as “stocks”).
 
The Fund’s assets are currently allocated among four investment sub-advisors:
 
Barrow, Hanley, Mewhinney & Strauss, Inc.
 
Brandywine Global Investment Management, LLC
 
Hotchkis and Wiley Capital Management, LLC
 
Metropolitan West Capital Management, LLC
 
The Manager does not anticipate allocating any new assets to Hotchkis and Wiley Capital Management, LLC, as they have reached their capacity limit for large cap value assets. The Manager intends to allocate all new assets, generally on an equal basis, among Barrow, Hanley, Mewhinney & Strauss, Inc., Brandywine Global Investment Management, LLC and Metropolitan West Capital Management, LLC.
 
The Fund’s sub-advisors select stocks that, in their opinion, have most or all of the following characteristics (relative to the S&P 500 ® Index):
 
above-average earnings growth potential,
below-average price to earnings ratio,
below-average price to book value ratio, and
above-average dividend yields.
 
Each of the Fund’s sub-advisors determines the earnings growth prospects of companies based upon a combination of internal and external research using fundamental analysis and considering changing economic trends. The decision to sell a stock is typically based on the belief that the company is no longer considered undervalued or shows deteriorating fundamentals, or that better investment opportunities exist in other stocks. The Manager believes that this strategy will help the Fund outperform other investment styles over the longer term while minimizing volatility and downside risk.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term obligations. Investment grade obligations include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Market Risk
Since this Fund invests most of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks will decline due to drops in the stock market. In general, the value of the Fund will move in the same direction as the overall stock market, which will vary from day to day in response to the activities of individual companies and general market and economic conditions.
 
Value Stocks Risk
Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices may go down. While the Fund’s investments in value stocks may limit its downside risk over time, the
 
 
1       The Russell 1000 Index is a registered trademark of Frank Russell Company.

 
 
Prospectus About the Funds
7


 

 
American Beacon
 
Large Cap Value Fund SM  — (continued)
Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk.
 
Foreign Investing Risk
Investing in the securities of foreign companies carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) political and financial instability, (2) less liquidity and greater volatility, (3) lack of uniform accounting, auditing and financial reporting standards, and (4) increased price volatility.
 
Securities Selection Risk
Securities selected by a sub-advisor for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to two broad-based market indices and the Lipper Large-Cap Value Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market indices do not reflect fees, expenses or taxes. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
   19.92%
(1/1/97 through 12/31/06)
  (2nd Quarter 2003)
Lowest Quarterly Return:
  –18.63%
(1/1/97 through 12/31/06)
  (3rd Quarter 2002)
 
                         
    Average Annual Total Return
    as of 12/31/06
    1 Year   5 Years   10 Years
Return Before Taxes
    19.01%       12.28%       10.03%  
Return After Taxes on Distributions
    18.21%       11.66%       8.29%  
Return After Taxes on Distributions and Sale of Fund Shares
    13.10%       10.51%       7.86%  
 
 
Linked S&P 500/Citigroup Value Index 1
    20.80%       9.13%       9.31%  
S&P 500 Index 2
    15.79%       6.19%       8.42%  
Lipper Large-Cap Value Funds Index
    18.28%       7.67%       8.54%  
 
1
The Linked S&P 500/Citigroup Value Index represents returns of the S&P 500/Barra Value Index (“Barra Index”) up to October 31, 2005 and the S&P 500/Citigroup Value Style Index (“Citigroup Index”) thereafter. The Barra Index is a market value weighted index of stocks with book-to-price ratios in the top 50% of the S&P 500 Index. The Citigroup Index is a market value weighted index of stocks in the S&P 500 that score highest based on an average of book-to-price ratio, cash flow-to-price ratio, sales-to-price ratio, and dividend yield, representing 50% of the total market value of the S&P 500.
 
2
The S&P 500 Index is an unmanaged index of common stocks publicly traded in the United States.
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the Return After Taxes on Distributions and Sale of Fund Shares may be higher than the other returns for the same period. This occurs when a capital loss is realized upon redemption, resulting in a tax deduction that benefits the shareholder. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. If you hold your Fund shares through a tax-deferred arrangement, such as an IRA or a 401(k), the after-tax returns do not apply to your situation.

 
 
About the Funds Prospectus
8


 

 
American Beacon
 
Large Cap Value Fund SM  — (continued)
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Large Cap Value Fund.
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.29 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.31  
Acquired Fund Fees and Expenses 1
    0.02  
         
Total Annual Fund Operating Expenses 2
    0.62 %
         
 
1
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
2
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $63  
3 Years
    $199  
5 Years
    $346  
10 Years
    $774  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
Prospectus About the Funds
9


 

 
American Beacon
 
Large Cap Growth Fund SM
 
 
Investment Objective
 
 
Long-term capital appreciation.
 
Principal Strategies
 
 
Ordinarily, at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in equity securities of large market capitalization U.S. companies. These companies generally have market capitalizations similar to the market capitalization of the companies in the Russell 1000 Index at the time of investment. The Russell 1000 ® Index 1 measures the performance of the 1,000 largest U.S. companies based on total market capitalization. As of December 31, 2006, the market capitalizations of the companies in the Russell 1000 Index ranged from $1.2 billion to $463.6 billion. The Fund’s investments may include common stocks, preferred stocks, securities convertible into U.S. common stocks, U.S. dollar-denominated American Depositary Receipts, and U.S. dollar-denominated foreign stocks traded on U.S. exchanges (collectively referred to as “stocks”) that the investment sub-advisors believe have above-average growth potential.
 
The Manager currently allocates the Fund’s assets, generally on an equal basis, between two investment sub-advisors:
 
Goldman Sachs Asset Management, L.P. (“GSAM”)
 
The Renaissance Group LLC (“Renaissance”)
 
GSAM utilizes quantitative techniques and fundamental research in seeking to maximize its portion of the Fund’s expected return, while maintaining risk, style, capitalization and industry characteristics similar to the Russell 1000 ® Growth Index. 1 GSAM attempts to structure a portfolio that overweights stocks that it believes are attractively valued and profitable with positive momentum, better than average quality earnings and positive sentiment.
 
Renaissance attempts to construct a portfolio of attractively priced companies with demonstrated records of above-average profitability and accelerating earnings trends. Renaissance employs a disciplined decision-making process to create and manage a somewhat concentrated growth-oriented equity portfolio. The cornerstone of its process is a quantitative model that is designed to identify large market capitalization companies with above-average historical rates of profitability and strong financial characteristics.
 
The Fund’s investment strategies are likely to result in a portfolio turnover rate greater than 100%. Portfolio turnover is a measure of the Fund’s trading activity over a one-year period. A portfolio turnover rate of 100% would indicate that the Fund sold and replaced the entire value of its securities holdings during the period. High portfolio turnover could increase the Fund’s transaction costs and possibly have a negative impact on performance. Frequent trading by the Fund could also result in increased short-term capital gain distributions to shareholders, which are taxable as ordinary income.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term obligations. Investment grade obligations include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Market Risk
Since this Fund invests most of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks will decline due to drops in the stock market. In general, the value of the Fund will move in the same direction as the overall stock market, which will vary from day to day in response to the activities of individual companies and general market and economic conditions.
 
 
1       Russell 1000 Index and Russell 1000 Growth Index are registered trademarks of Frank Russell Company.

 
 
About the Funds Prospectus
10


 

 
American Beacon
 
Large Cap Growth Fund SM  — (continued)
 
Growth Companies Risk
Growth companies are expected to increase their earnings at a certain rate. When these expectations are not met, the prices of these stocks may go down, even if earnings showed an absolute increase. Growth company stocks also typically lack the dividend yield that can cushion stock prices in market downturns.
 
Foreign Investing Risk
Investing in the securities of foreign companies carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) political and financial instability, (2) less liquidity and greater volatility, (3) lack of uniform accounting, auditing and financial reporting standards, and (4) increased price volatility.
 
Securities Selection Risk
Securities selected by a sub-advisor for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper Large-Cap Growth Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market index do not reflect fees, expenses or taxes. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
   14.97%
(1/1/01 through 12/31/06)
  (4th Quarter 2001)
Lowest Quarterly Return:
   –21.98%
(1/1/01 through 12/31/06)
  (1st Quarter 2001)
 
                         
    Average Annual Total Return
    as of 12/31/06
            Since Inception
    1 Year   5 Year   (7/31/00)
Return Before Taxes
    7.77%       2.67%       –5.19%  
Return After Taxes on Distributions
    7.70%       2.59%       –5.26%  
Return After Taxes on Distributions and Sale of Fund Shares
    5.15%       2.27%       –4.33%  
 
 
Russell 1000 Growth Index 1
    9.07%       2.69%       –5.29%  
Lipper Large-Cap Growth Funds Index
    4.71%       2.02%       –5.66%  
 
1
The Russell 1000 Growth Index is an unmanaged index of those stocks in the Russell 1000 Index with above-average price-to-book ratios and above-average forecasted growth values.
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the Return After Taxes on Distributions and Sale of Fund Shares may be higher than the other returns for the same period. This occurs when a capital loss is realized upon redemption, resulting in a tax deduction that benefits the shareholder. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. If you hold your Fund shares through a tax-deferred arrangement, such as an IRA or a 401(k), the after-tax returns do not apply to your situation.

 
 
Prospectus About the Funds
11


 

 
American Beacon
 
Large Cap Growth Fund SM  — (continued)
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Large Cap Growth Fund.
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.50 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.50  
         
Total Annual Fund Operating Expenses 1
    1.00 %
         
Expense Reimbursement/(Recoupment)
    0.10 % 2
Net Expenses
    0.90 % 3
 
1
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include acquired fund fees and expenses. Acquired fund fees and expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
2
The Manager has contractually agreed to reimburse the Institutional Class of the Fund for Other Expenses through February 29, 2008 to the extent that Total Annual Fund Operating Expenses exceed 0.90%. The contractual expense reimbursement can be changed by approval of a majority of the Fund’s Board of Trustees. In addition, the Manager may decide voluntarily to waive additional fees or reimburse the Fund for other expenses. The Manager can be reimbursed by the Fund for any contractual or voluntary fee waivers or expense reimbursements made on or after July 10, 2003 (the date this reimbursement policy was approved by the Board of Trustees). Such reimbursements to the Manager will be made only if the reimbursement (a) occurs within three years after the Manager’s own waiver or reimbursement and (b) does not cause the Total Annual Fund Operating Expenses of the Institutional Class of the Fund to exceed 0.90%.
 
3
The contractual expense limitation excludes interest, taxes, brokerage commissions and extraordinary expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Because the Manager has contractually agreed to reimburse expenses only through February 29, 2008, Net Expenses were used to calculate the cost in year one, and Total Annual Fund Operating Expenses were used to calculate costs for years two through ten. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $92  
3 Years
    $308  
5 Years
    $543  
10 Years
    $1,216  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
About the Funds Prospectus
12


 

 
American Beacon
 
Mid-Cap Value Fund SM
 
 
Investment Objective
 
 
Long-term capital appreciation and current income.
 
Principal Strategies
 
 
Ordinarily, at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in equity securities of middle market capitalization U.S. companies. These companies generally have market capitalizations between $1 billion and the market capitalization of the largest company in the Russell Midcap ® Index 1 at the time of investment. As of December 31, 2006, the market capitalization of the largest company in the Russell Midcap Index was $21.4 billion. The Fund’s investments may include common stocks, preferred stocks, securities convertible into U.S. common stocks, U.S. dollar-denominated American Depositary Receipts, and U.S. dollar-denominated foreign stocks traded on U.S. exchanges (collectively referred to as “stocks”).
 
The Manager currently allocates the Fund’s assets, generally on an equal basis, between two investment sub-advisors:
 
Barrow, Hanley, Mewhinney & Strauss, Inc. (“Barrow”)
 
Pzena Investment Management, LLC (“Pzena”)
 
In general, the sub-advisors select stocks that, in their opinion, have most or all of the following characteristics (relative to the Russell Midcap Index):
 
above-average earnings growth potential,
below-average price to earnings ratio,
below-average price to book value ratio, and
above-average dividend yields.
 
Barrow invests in medium-sized companies with low price to earnings and price to book value ratios and high dividend yields in relation to the Russell Midcap Index. Through extensive research and meetings with company management teams, Barrow seeks to identify companies that not only possess these three characteristics, but that also exhibit high or improving profitability translating into earnings growth above that of the overall Russell Midcap Index. Barrow’s portfolio will generally consist of 35 to 45 stocks.
 
Pzena invests in medium-sized companies and intends to maintain a concentrated portfolio of 30 to 40 stocks selected from the most undervalued or “deep” value portion of its investment universe. Pzena looks for companies within that universe that sell for a low price relative to normal earnings (with “normal earnings” defined as a 5 year estimate of what the company should earn in a normal environment based on research of the company’s history and the history of its industry).
 
Each of the Fund’s sub-advisors determines the earnings growth prospects of companies based upon a combination of internal and external research using fundamental analysis and considering changing economic trends. The decision to sell a security is typically based on the belief that the company is no longer considered undervalued or shows deteriorating fundamentals, or that better investment opportunities exist in other stocks. The Manager believes that this strategy will help the Fund outperform other investment styles over the longer term while minimizing volatility and downside risk.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term obligations. Investment grade obligations include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Market Risk
Since this Fund invests most of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks will decline due to drops in the stock market. In general, the value of the Fund will move in the same direction as the overall stock market, which will vary
 
 
1       The Russell Midcap Index is a registered trademark of Frank Russell Company.

 
 
Prospectus About the Funds
13


 

 
American Beacon
 
Mid-Cap Value Fund SM  — (continued)
from day to day in response to the activities of individual companies and general market and economic conditions.
 
Mid-Capitalization Companies Risk
Investing in the securities of mid-capitalization companies involves greater risk and the possibility of greater price volatility than investing in larger capitalization and more established companies, since smaller companies may have limited operating history, product lines, and financial resources, the securities of these companies may lack sufficient market liquidity, and they can be sensitive to expected changes in interest rates, borrowing costs and earnings.
 
Value Stocks Risk
Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices may go down. While the Fund’s investments in value stocks may limit its downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk.
 
Foreign Investing Risk
Investing in the securities of foreign companies carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) political and financial instability, (2) less liquidity and greater volatility, (3) lack of uniform accounting, auditing and financial reporting standards, and (4) increased price volatility.
 
Securities Selection Risk
Securities selected by a sub-advisor for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper Mid-Cap Value Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market index do not reflect fees, expenses or taxes. The Institutional Class of the Fund began offering its shares on November 30, 2005. However, another class of shares of the Fund not offered in this Prospectus began offering its shares on June 30, 2004. In the chart and table below, performance results before November 30, 2005 are for the older class. The older class had a similar expense structure to the Institutional Class of the Fund. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
  7.11%
(1/1/05 through 12/31/06)
  (4th Quarter 2006)
Lowest Quarterly Return:
  −2.00%
(1/1/05 through 12/31/06)
  (2nd Quarter 2006)
 
                 
    Average Annual Total Return
    as of 12/31/06
        Since Inception
    1 Year   (6/30/04)
Return Before Taxes
    17.95%       15.92%  
Return After Taxes on Distributions
    16.95%       12.36%  
Return After Taxes on Distributions and Sale of Fund Shares
    11.89%       11.80%  
 
 
Russell Midcap ® Value Index 1
    20.22%       19.56%  
Lipper Mid-Cap Value Funds Index
    15.66%       14.18%  
 
1
The Russell Midcap Value Index is an unmanaged index of those stocks in the Russell Midcap Index with below-average price-to-book ratios and below-average forecasted growth values. The Russell Midcap Index measures the performance of the 800 smallest companies in the Russell 1000 Index. The Russell Midcap Value Index and Russell 1000 Index are registered trademarks of Frank Russell Company.
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the Return After Taxes on Distributions and Sale of Fund Shares may be higher than the other returns for the same period. This occurs when a capital loss is realized upon redemption, resulting in a tax deduction that benefits the shareholder. Actual after-tax returns depend on

 
 
About the Funds Prospectus
14


 

 
American Beacon
 
Mid-Cap Value Fund SM  — (continued)
an investor’s tax situation and may differ from those shown. If you hold your Fund shares through a tax-deferred arrangement, such as an IRA or a 401(k), the after-tax returns do not apply to your situation.
 
Fees and Expenses
 
 
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Mid-Cap Value Fund.
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.72 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.47  
Acquired Fund Fees and Expenses 1
    0.03  
         
Total Annual Fund Operating Expenses 2
    1.22 %
         
Expense Reimbursement/(Recoupment)
    0.32 % 3
Net Expenses
    0.90 % 4
 
1
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
2
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
3
The Manager has contractually agreed to reimburse the Institutional Class of the Fund for Other Expenses through February 29, 2008 to the extent that Total Annual Fund Operating Expenses exceed 0.90%. The contractual expense reimbursement can be changed by approval of a majority of the Fund’s Board of Trustees. In addition, the Manager may decide voluntarily to waive additional fees or reimburse the Fund for other expenses. The Manager can be reimbursed by the Fund for any contractual or voluntary fee waivers or expense reimbursements made on or after the inception date of the Institutional Class of the Fund. Such reimbursements to the Manager will be made only if the reimbursement (a) occurs within three years after the Manager’s own waiver or reimbursement and (b) does not cause the Total Annual Fund Operating Expenses of the Institutional Class of the Fund to exceed 0.90%.
 
4
The contractual expense limitation excludes interest, taxes, brokerage commissions and extraordinary expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Because the Manager has contractually agreed to reimburse expenses only through February 29, 2008, Net Expenses were used to calculate the cost in year one, and Total Annual Fund Operating Expenses were used to calculate costs for years two through ten. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $92  
3 Years
    $356  
5 Years
    $640  
10 Years
    $1,449  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
Prospectus About the Funds
15


 

 
American Beacon
 
Small Cap Value Fund SM
 
 
Investment Objective
 
 
Long-term capital appreciation and current income.
 
Principal Strategies
 
 
Ordinarily, at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in equity securities of small market capitalization U.S. companies. These companies generally have market capitalizations of $3 billion or less at the time of investment. The Fund’s investments may include common stocks, preferred stocks, securities convertible into common stocks, U.S. dollar-denominated American Depositary Receipts, and U.S. dollar-denominated foreign stocks traded on U.S. exchanges (collectively, “stocks”).
 
The Fund’s assets are currently allocated among five investment sub-advisors:
 
Barrow, Hanley, Mewhinney & Strauss, Inc. (“Barrow”)
 
Brandywine Global Investment Management, LLC (“Brandywine Global”)
 
Hotchkis and Wiley Capital Management, LLC (“Hotchkis”)
 
Opus Capital Group, LLC (“Opus”)
 
The Boston Company Asset Management, LLC (“The Boston Company”)
 
The Fund’s Board of Trustees has appointed the following three investment sub-advisors to the Fund, but the Manager has not allocated Fund assets to these sub-advisors:
 
Dreman Value Management, LLC (“Dreman”)
 
Metropolitan West Capital Management, LLC (“MetWest Capital”)
 
SSgA Funds Management, Inc. (“SSgA”)
 
The Manager does not anticipate allocating any new assets to Barrow or Hotchkis, as these sub-advisors have reached their capacity limit for small cap assets. The Manager intends to allocate new assets among Brandywine Global, Dreman, MetWest Capital, Opus, SSgA, and The Boston Company as their capacity commitments to the Fund permit.
 
The sub-advisors, except SSgA, select stocks that, in their opinion, have most or all of the following characteristics (relative to the Russell 2000 ® Index 1 ):
 
above-average earnings growth potential,
below-average price to earnings ratio, and
below-average price to book value ratio.
 
SSgA pursues an enhanced index strategy, seeking to outperform the Russell 2000 ® Value Index 1 (the “Index”) by selecting stocks that are undervalued by the market and that possess superior earnings growth potential. In deciding to purchase or hold a stock, SSgA considers perspectives on the stock’s growth potential and valuation as well as sentiment toward the stock by the market and the company’s management. As an essential component of its investment process, SSgA attempts to control risk by constructing a portfolio with overall characteristics similar to the Index.
 
Each of the sub-advisors determines the earnings growth prospects of companies based upon a combination of internal and external research using fundamental analysis and considering changing economic trends. The decision to sell a stock is typically based on the belief that the company is no longer considered undervalued or shows deteriorating fundamentals, or that better investment opportunities exist in other stocks. The Manager believes that this strategy will help the Fund outperform other investment styles over the longer term while minimizing volatility and downside risk.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term obligations. Investment grade obligations include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will
 
 
1       Russell 2000 Index and Russell 2000 Value Index are registered trademarks of Frank Russell Company.

 
 
About the Funds Prospectus
16


 

 
American Beacon
 
Small Cap Value Fund SM  — (continued)
be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Market Risk
Since this Fund invests most of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks will decline due to drops in the stock market. In general, the value of the Fund will move in the same direction as the overall stock market, which will vary from day to day in response to the activities of individual companies and general market and economic conditions.
 
Small Capitalization Companies Risk
Investing in the securities of small capitalization companies involves greater risk and the possibility of greater price volatility than investing in larger capitalization and more established companies, since smaller companies may have limited operating history, product lines, and financial resources, the securities of these companies may lack sufficient market liquidity and they can be particularly sensitive to expected changes in interest rates, borrowing costs and earnings.
 
Value Stocks Risk
Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices may go down. While the Fund’s investments in value stocks may limit its downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk.
 
Foreign Investing Risk
Investing in the securities of foreign companies carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) political and financial instability, (2) less liquidity and greater volatility, (3) lack of uniform accounting, auditing and financial reporting standards, and (4) increased price volatility.
 
Securities Selection Risk
Securities selected by a sub-advisor for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper Small-Cap Value Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market index do not reflect fees, expenses or taxes. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
   24.86%
(1/1/99 through 12/31/06)
  (2nd Quarter 2003)
Lowest Quarterly Return:
  –20.88%
(1/1/99 through 12/31/06)
  (3rd Quarter 2002)
 
                         
    Average Annual Total Return
    as of 12/31/06
            Since Inception
    1 Year   5 Years   (12/31/98)
Return Before Taxes
    14.68%       16.21%       15.07%  
Return After Taxes on Distributions
    12.90%       14.98%       13.66%  
Return After Taxes on Distributions and Sale of Fund Shares
    10.77%       13.70%       12.64%  
 
 
Russell 2000 Value Index 1
    23.48%       15.37%       13.84%  
Lipper Small-Cap Value Funds Index
    17.13%       14.75%       13.44%  
 
1
The Russell 2000 Value Index is an unmanaged index of those stocks in the Russell 2000 Index with below-average price-to-book ratios and below-average forecasted growth values.
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the Return After Taxes on Distributions and Sale of

 
 
Prospectus About the Funds
17


 

 
American Beacon
 
Small Cap Value Fund SM  — (continued)
Fund Shares may be higher than the other returns for the same period. This occurs when a capital loss is realized upon redemption, resulting in a tax deduction that benefits the shareholder. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. If you hold your Fund shares through a tax-deferred arrangement, such as an IRA or a 401(k), the after-tax returns do not apply to your situation.
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Small Cap Value Fund.
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.51 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.31  
Acquired Fund Fees and Expenses 1
    0.03  
         
Total Annual Fund Operating Expenses 2
    0.85 %
         
 
1
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
2
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year 
    $87  
3 Years
    $271  
5 Years
    $471  
10 Years
    $1,049  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
About the Funds Prospectus
18


 

 
American Beacon
 
Small Cap Value Opportunity Fund SM
 
 
Investment Objective
 
 
Long-term capital appreciation and current income.
 
Principal Strategies
 
 
Ordinarily, at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in equity securities of small market capitalization U.S. companies. These companies generally have market capitalizations of $3 billion or less at the time of investment. The Fund’s investments may include common stocks, preferred stocks, securities convertible into common stocks, U.S. dollar-denominated American Depositary Receipts, and U.S. dollar-denominated foreign stocks traded on U.S. exchanges (collectively referred to as “stocks”).
 
The Manager currently allocates all of the Fund’s assets to PanAgora Asset Management, Inc. (“PanAgora”).
 
PanAgora’s investment process follows a bottom-up approach. The strategy applies quantitative techniques combined with traditional investment theory. The investment team utilizes a proprietary, multi-factor, quantitative model to create a return forecast for each stock in the Russell 2000 ® Value Index. 1 Factors indicating relative value, such as book-to-price ratio, sales-to-price ratio, forward earnings-to-price ratio, and dividend yield, play a significant role in the model. Additional factor categories include earnings quality, earnings momentum, and price momentum. Each stock’s return forecast is then weighed against its contribution to the risk of the portfolio in comparison to the benchmark and transaction costs. PanAgora attempts to construct a portfolio with the highest return potential and the lowest risk. A key component of their investment process is the fundamental analysis of potential investments by the investment team. This insight is used to enhance and verify the quantitative techniques.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term obligations. Investment grade obligations include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Market Risk
Since the Fund invests most of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks will decline due to drops in the stock market. In general, the value of the Fund will move in the same direction as the overall stock market, which will vary from day to day in response to the activities of individual companies and general market and economic conditions.
 
Small Capitalization Companies Risk
Investing in the securities of small capitalization companies involves greater risk and the possibility of greater price volatility than investing in larger capitalization and more established companies, since smaller companies may have limited operating history, product lines, and financial resources, the securities of these companies may lack sufficient market liquidity, and they can be sensitive to expected changes in interest rates, borrowing costs and earnings.
 
Value Stocks Risk
Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices may go down. While the Fund’s investments in value stocks may limit its downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk.
 
Foreign Investing Risk
Investing in the securities of foreign companies carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) political and
 
 
1       The Russell 2000 Value Index is a registered trademark of Frank Russell Company.

 
 
Prospectus About the Funds
19


 

 
American Beacon
 
Small Cap Value Opportunity Fund SM  — (continued)
financial instability, (2) less liquidity and greater volatility, (3) lack of uniform accounting, auditing and financial reporting standards, and (4) increased price volatility.
 
Securities Selection Risk
Securities selected by PanAgora may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Performance
 
 
Since the Fund began offering its shares on March 31, 2006, it does not have long-term performance history. Therefore, the Prospectus does not include a bar chart of annual total returns or a performance table of average annual total returns.
 
Fees and Expenses
 
 
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Small Cap Value Opportunity Fund.
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.56 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    5.56 %
Acquired Fund Fees and Expenses 1
    0.02  
         
Total Annual Fund Operating Expenses 2
    6.14 %
         
Expense Reimbursement/(Recoupment)
    5.09 % 3
Net Expenses
    1.05 % 4
 
1
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
2
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
3
The Manager has contractually agreed to reimburse the Institutional Class of the Fund for Other Expenses through February 29, 2008 to the extent that Total Annual Fund Operating Expenses exceed 1.05%. The contractual expense reimbursement can be changed by approval of a majority of the Fund’s Board of Trustees. In addition, the Manager may decide voluntarily to waive additional fees or reimburse the Fund for other expenses. The Manager can be reimbursed by the Fund for any contractual or voluntary fee waivers or expense reimbursements made on or after the inception date of the Institutional Class of the Fund. Such reimbursements to the Manager will be made only if the reimbursement (a) occurs within three years after the Manager’s own waiver or reimbursement and (b) does not cause the Total Annual Fund Operating Expenses of the Institutional Class of the Fund to exceed 1.05%.
 
4
The contractual expense limitation excludes interest, taxes, brokerage commissions, and extraordinary expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Because the Manager has contractually agreed to reimburse expenses only through February 29, 2008, Net Expenses were used to calculate the cost in year one, and Total Annual Fund Operating Expenses were used to calculate costs for years two through ten. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
  $ 107  
3 Years
  $ 1,369  
5 Years
  $ 2,602  
10 Years
  $ 5,565  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
About the Funds Prospectus
20


 

 
American Beacon
 
International Equity Fund SM
 
 
Investment Objective
 
 
Long-term capital appreciation.
 
Principal Strategies
 
 
Ordinarily, at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in common stocks and securities convertible into common stocks (collectively, “stocks”) of issuers based in at least three different countries located outside the United States. The Fund will primarily invest in countries comprising the Morgan Stanley Capital International Europe Australasia Far East Index (“EAFE Index”). The EAFE Index is comprised of equity securities of companies from various industrial sectors whose primary trading markets are located outside the United States. Companies included in the EAFE Index are selected from among the larger capitalization companies in these markets.
 
The Fund’s assets are currently allocated among four investment sub-advisors:
 
Causeway Capital Management LLC
 
Lazard Asset Management LLC
 
Templeton Investment Counsel, LLC
 
The Boston Company Asset Management, LLC (“The Boston Company”)
 
The Manager does not anticipate allocating any new assets to Causeway Capital Management LLC, as it has closed its international value equity strategy to further investments by the Fund. The Manager intends to allocate all new assets among Lazard Asset Management LLC, Templeton Investment Counsel, LLC and The Boston Company. The Boston Company has recently been selected as a sub-advisor to the Fund, and as such, the Manager intends to gradually increase the portion of Fund assets under The Boston Company’s management to approximate that of the other sub-advisors.
 
The sub-advisors select stocks that, in their opinion, have most or all of the following characteristics (relative to that stock’s country, sector or industry):
 
•  above-average return on equity or earnings growth potential,
•  below-average price to earnings or price to cash flow ratio,
•  below-average price to book value ratio, and
•  above-average dividend yields.
 
The sub-advisors may consider potential changes in currency exchange rates when choosing stocks. Each of the sub-advisors determines the earnings growth prospects of companies based upon a combination of internal and external research using fundamental analysis and considering changing economic trends. The decision to sell a stock is typically based on the belief that the company is no longer considered undervalued or shows deteriorating fundamentals, or that better investment opportunities exist in other stocks. The Manager believes that this strategy will help the Fund outperform other investment styles over the longer term while minimizing volatility and downside risk. A sub-advisor may trade forward foreign currency contracts or currency futures in an attempt to reduce the Fund’s risk exposure to adverse fluctuations in currency exchange rates.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term obligations. Investment grade obligations include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Market Risk
Since this Fund invests most of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks of a particular country will decline due to drops in that country’s stock market. In general, the value of the Fund will move in the same direction as the international stock markets in which it invests, which will vary from day to day in response to the activities of individual companies and general market, economic and political conditions of that country.

 
 
Prospectus About the Funds
21


 

 
American Beacon
 
International Equity Fund SM  — (continued)
 
Foreign Investing Risk
Overseas investing carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) currency exchange rate fluctuations, (2) political and financial instability, (3) less liquidity and greater volatility of foreign investments, (4) lack of uniform accounting, auditing and financial reporting standards, (5) less government regulation and supervision of foreign stock exchanges, brokers and listed companies, (6) increased price volatility, and (7) delays in transaction settlement in some foreign markets.
 
Market Timing Risk
Because the Fund invests in foreign securities, it is particularly subject to the risk of market timing activities. The Fund generally prices foreign securities using their closing prices from the foreign markets in which they trade, typically prior to the Fund’s determination of its net asset value. These prices may be affected by events that occur after the close of a foreign market but before the Fund prices its shares. In such instances, the Fund may fair value foreign securities. However, some investors may engage in frequent short-term trading in the Fund to take advantage of any price differentials that may be reflected in the net asset value of the Fund’s shares. There is no assurance that fair valuation of securities can reduce or eliminate market timing. While the Manager monitors trading in Fund shares, there is no guarantee that it can detect all market timing activities. For further information regarding the Fund’s fair valuation and market timing policies, please see the sections titled “Valuation of Shares” and “Frequent Trading and Market Timing.”
 
Derivatives Risk
The Fund may use derivatives, such as futures contracts and foreign currency forward contracts as a hedge against foreign currency fluctuations. There can be no assurance that any strategy used will succeed. If one of the sub-advisors incorrectly forecasts currency exchange rates in utilizing a derivatives strategy for the Fund, the Fund could lose money.
 
Securities Selection Risk
Securities selected by a sub-advisor for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper International Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market index do not reflect fees, expenses or taxes. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
   21.82%
(1/1/97 through 12/31/06)
  (2nd Quarter 2003)
Lowest Quarterly Return:
  –22.41%
(1/1/97 through 12/31/06)
  (3rd Quarter 2002)
 
                         
    Average Annual Total Return
    as of 12/31/06
    1 Year   5 Years   10 Years
Return Before Taxes
    26.29%       16.21%       10.32%  
Return After Taxes on Distributions
    24.40%       15.28%       9.05%  
Return After Taxes on Distributions and Sale of Fund Shares
    19.10%       14.04%       8.54%  
 
 
EAFE Index 1
    26.34%       14.98%       7.71%  
Lipper International Funds Index
    25.89%       15.14%       8.77%  
 
1
The EAFE Index is an unmanaged index of international stock investment performance.
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the Return After Taxes on Distributions and Sale of Fund Shares may be higher than the other returns for the same period. This occurs when a capital loss is realized

 
 
About the Funds Prospectus
22


 

 
American Beacon
 
International Equity Fund SM  — (continued)
upon redemption, resulting in a tax deduction that benefits the shareholder. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. If you hold your Fund shares through a tax-deferred arrangement, such as an IRA or a 401(k), the after-tax returns do not apply to your situation.
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the International Equity Fund. 1
 
Shareholder Fees
(fees paid directly from your investment)
 
         
Redemption Fee
       
(as a percentage of amount redeemed, if applicable)
    2.00 % 2
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.34 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.37  
Acquired Fund Fees and Expenses 3
    0.01  
         
Total Annual Fund Operating Expenses 4
    0.72 %
         
 
1
Prior to March 1, 2006, the Fund invested all of its investable assets in a corresponding portfolio of the Master Trust. Accordingly, the expense table and the Example below reflect the expenses of both the Fund and the International Equity Portfolio of the Master Trust through February 28, 2006.
 
2
Fee applies to the proceeds of shares that are redeemed within 90 days of their purchase.
 
3
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
4
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $74  
3 Years
    $230  
5 Years
    $401  
10 Years
    $894  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
Prospectus About the Funds
23


 

 
American Beacon
 
Emerging Markets Fund SM
 
 
Investment Objective
 
 
Long-term capital appreciation.
 
Principal Strategies
 
 
Ordinarily, at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in equity securities of issuers that:
 
•  are primarily listed on the trading market of an emerging market country;
•  are headquartered in an emerging market country; or
•  derive 50% or more of their revenues from, or have 50% or more of their assets in, an emerging market country.
 
An emerging market country is one that:
 
•  has an emerging stock market as defined by the International Finance Corporation (“IFC”);
•  has a low- to middle-income economy according to the World Bank;
•  is included in the IFC Investable Index or the Morgan Stanley Capital International Emerging Markets Index; or
•  has a per-capita gross national product of $10,000 or less.
 
The Fund’s investments may include common stocks, preferred stocks, securities convertible into common stocks, rights, warrants, and depositary receipts (collectively referred to as “stocks”).
 
The Manager currently allocates the Fund’s assets, generally on an equal basis, between two investment sub-advisors:
 
Morgan Stanley Investment Management Inc. (“MSIM Inc.”)
 
The Boston Company Asset Management, LLC (“The Boston Company”)
 
MSIM Inc. combines a top-down country allocation investment approach with bottom-up stock selection. MSIM Inc. first allocates its portion of the Fund’s assets among emerging market countries based on relative economic, political and social fundamentals, stock valuations and investor sentiment. MSIM Inc. then selects individual securities within these countries on the basis of attractive growth characteristics, reasonable valuations and company managements with a strong shareholder value orientation. To manage risk, MSIM Inc. emphasizes thorough macroeconomic and fundamental research.
 
The Boston Company utilizes a bottom-up investment strategy that is value-oriented and research-driven. This style is both quantitative and fundamentally based, focusing first on stock selection, then enhanced by broadly diversified country allocation.
 
The sub-advisors may consider potential changes in currency exchange rates when choosing stocks. A sub-advisor may trade forward foreign currency contracts or currency futures in an attempt to reduce the Fund’s risk exposure to adverse fluctuations in currency exchange rates.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term obligations. Investment grade obligations include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Market Risk
Since this Fund invests most of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks of a particular country will decline due to drops in that country’s stock market. In general, the value of the Fund will move in the same direction as the international stock markets in which it invests, which will vary from day to day in response to the activities of individual companies and general market, economic and political conditions of each country.
 
Foreign Investing Risk
Overseas investing carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) currency exchange rate fluctuations,

 
 
About the Funds Prospectus
24


 

 
American Beacon
 
Emerging Markets Fund SM  — (continued)
(2) political and financial instability, (3) less liquidity and greater volatility of foreign investments, (4) lack of uniform accounting, auditing and financial reporting standards, (5) less government regulation and supervision of foreign stock exchanges, brokers and listed companies, (6) increased price volatility, and (7) delays in transaction settlement in some foreign markets.
 
Market Timing Risk
Because the Fund invests in foreign securities, it is subject to the risk of market timing activities. The Fund generally prices foreign securities using their closing prices from the foreign markets in which they trade, typically prior to the Fund’s determination of its net asset value. These prices may be affected by events that occur after the close of a foreign market but before the Fund prices its shares. In such instances, the Fund may fair value foreign securities. However, some investors may engage in frequent short-term trading in the Fund to take advantage of any price differentials that may be reflected in the net asset value of the Fund’s shares. There is no assurance that fair valuation of securities can reduce or eliminate market timing. While the Manager monitors trading in Fund shares, there is no guarantee that it can detect all market timing activities. For further information regarding the Fund’s fair valuation and market timing policies, please see the sections titled “Valuation of Shares” and “Frequent Trading and Market Timing.”
 
Emerging Markets Risk
The risks of foreign investing mentioned above are heightened when investing in emerging markets. In addition, the economies and political environments of emerging market countries tend to be more unstable than those of developed countries, resulting in more volatile rates of return than the developed markets and substantially greater risk to investors.
 
Derivatives Risk
The Fund may use derivatives, such as futures contracts and foreign currency forward contracts as a hedge against foreign currency fluctuations. There can be no assurance that any strategy used will succeed. If one of the sub-advisors incorrectly forecasts currency exchange rates in utilizing a derivatives strategy for the Fund, the Fund could lose money.
 
Securities Selection Risk
Securities selected by a sub-advisor for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper Emerging Markets Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market index do not reflect fees, expenses or taxes. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
   25.88%
(1/1/01 through 12/31/06)
  (4th Quarter 2001)
Lowest Quarterly Return:
  –20.38%
(1/1/01 through 12/31/06)
  (3rd Quarter 2001)
 
                         
    Average Annual Total Return
    as of 12/31/06
            Since Inception
    1 Year   5 Years   (7/31/00)
Return Before Taxes
    32.91%       26.52%       15.64%  
Return After Taxes on Distributions
    29.79%       24.90%       14.38%  
Return After Taxes on Distributions and Sale of Fund Shares
    24.48%       23.27%       13.48%  
 
 
MSCI Emerging Markets Index 1
    32.17%       26.59%       15.45%  
Lipper Emerging Markets Funds Index
    32.07%       26.94%       15.60%  
 
1
The MSCI Emerging Markets Index is a market capitalization weighted index composed of companies that are representative of the market structure of developing countries in Latin America, Asia, Eastern Europe, the Middle East and Africa.

 
 
Prospectus About the Funds
25


 

 
American Beacon
 
Emerging Markets Fund SM  — (continued)
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the Return After Taxes on Distributions and Sale of Fund Shares may be higher than the other returns for the same period. This occurs when a capital loss is realized upon redemption, resulting in a tax deduction that benefits the shareholder. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. If you hold your Fund shares through a tax-deferred arrangement, such as an IRA or a 401(k), the after-tax returns do not apply to your situation.
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Emerging Markets Fund.
 
Shareholder Fees
(fees paid directly from your investment)
 
         
Redemption Fee
       
(as a percentage of amount redeemed, if applicable)
    2.00 % 1
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.83 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.73  
Acquired Fund Fees and Expenses 2
    0.01  
         
Total Annual Fund Operating Expenses 3
    1.57 %
         
 
1
Fee applies to the proceeds of shares that are redeemed within 90 days of their purchase.
 
2
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
3
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $160  
3 Years
    $496  
5 Years
    $855  
10 Years
    $1,867  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
About the Funds Prospectus
26


 

 
American Beacon
 
S&P 500 Index Fund 1
 
 
Investment Objective
 
 
To replicate as closely as possible, before expenses, the performance of the Standard & Poor’s 500 Composite Stock Price Index (“S&P 500 Index” or “Index”).
 
Principal Strategies
 
 
The Fund seeks its investment objective by investing all of its investable assets in the State Street Equity 500 Index Portfolio.
 
The Fund uses a passive management strategy designed to track the performance of the S&P 500 Index. The S&P 500 Index is a well-known stock market index that includes common stocks of 500 companies from several industrial sectors representing a significant portion of the market value of all stocks publicly traded in the United States.
 
The Fund is not managed according to traditional methods of “active” investment management, which involve the buying and selling of securities based upon economic, financial and market analysis and investment judgement. Instead, the Fund, using a “passive” or “indexing” investment approach, attempts to replicate, before expenses, the performance of the S&P 500 Index. SSgA seeks a correlation of 0.95 or better between the Fund’s performance and the performance of the Index; a figure of 1.00 would represent perfect correlation.
 
The Fund intends to invest in all 500 stocks comprising the Index in proportion to their weightings in the Index. However, under various circumstances, it may not be possible or practicable to purchase all 500 stocks in those weightings. In those circumstances, the Fund may purchase a sample of the stocks in the Index in proportions expected by SSgA to replicate generally the performance of the Index as a whole. In addition, from time to time stocks are added to or removed from the Index. The Fund may sell stocks that are represented in the Index, or purchase stocks that are not yet represented in the Index, in anticipation of their removal from or addition to the Index.
 
In addition, the Fund may at times purchase or sell futures contracts on the Index, or options on those futures, in lieu of investment directly in the stocks making up the Index. The Fund might do so, for example, in order to increase its investment exposure pending investment of cash in the stocks comprising the Index. Alternatively, the Fund might use futures or options on futures to reduce its investment exposure in situations where it intends to sell a portion of the stocks in its portfolio but the sale has not yet been completed. The Fund may also enter into other derivatives transactions, including the purchase or sale of options or enter into swap transactions, to assist in replicating the performance of the Index.
 
Principal Risk Factors
 
 
Market Risk
Since this Fund invests most of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks will decline due to drops in the stock market. In general, the value of the Fund will move in the same direction as the overall stock market, which will vary from day to day in response to the activities of individual companies and general market and economic conditions.
 
Tracking Error Risk
The Fund’s return may not match the return of the Index for a number of reasons. For example, the Fund incurs a number of operating expenses not applicable to the Index, and incurs costs in buying and selling securities. The Fund may not be fully invested at times, either as a result of cash flows into the Fund or reserves of cash held by the fund to meet redemptions. The return on the sample of stocks purchased by the Fund, or futures or other derivative positions taken by the Fund, to replicate the performance of the Index may not correlate precisely with the return on the Index.
 
Derivatives Risk
The use of these instruments to pursue the S&P 500 Index returns requires special skills, knowledge and investment techniques that differ from those required for normal portfolio management. Gains or losses from positions in a derivative instrument may be much greater than the derivative’s original cost.
 
Investment Risks
An investment in the Fund is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit
 
 
1      S&P is a trademark of The McGraw-Hill Companies, Inc. and has been licensed for use. “Standard and Poor’s  ® ,” “S&P  ® ,” “Standard & Poor’s 500,” “S&P 500  ® ” and “500” are all trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by State Street Bank and Trust Company. The S&P 500 Index Fund is not sponsored, sold or promoted by Standard & Poor’s, and Standard & Poor’s makes no representation regarding the advisability of investing in this Fund.

 
 
Prospectus About the Funds
27


 

 
American Beacon
 
S&P 500 Index Fund — (continued)
Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper S&P 500 Objective Funds Index, a composite of funds comparable to the Fund. The returns of the broad-based market index do not reflect fees, expenses or taxes. The Fund began offering its shares on January 1, 1997. Prior to March 1, 1998, the Fund’s shares were offered as AMR Class shares. On March 1, 1998, AMR Class shares of the Fund were designated Institutional Class shares. Prior to March 1, 2000, the Fund invested all of its investable assets in the BT Equity 500 Index Portfolio, a separate investment company managed by Bankers Trust Company. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
  21.32%
(1/1/97 through 12/31/06)
  (4th Quarter 1998)
Lowest Quarterly Return:
  –17.43%
(1/1/97 through 12/31/06)
  (3rd Quarter 2002)
 
                         
    Average Annual Total Return
    as of 12/31/06
    1 Year   5 Years   10 Years
Return Before Taxes
    15.69%       6.00%       8.26%  
Return After Taxes on Distributions
    15.37%       5.65%       7.84%  
Return After Taxes on Distributions and Sale of Fund Shares
    10.59%       5.05%       7.09%  
 
 
S&P 500 Index 1
    15.79%       6.19%       8.42%  
Lipper S&P 500 Objective Funds Index
    15.55%       5.90%       8.13%  
 
1
The S&P 500 Index is an unmanaged index of common stocks publicly traded in the United States.
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the Return After Taxes on Distributions and Sale of Fund Shares may be higher than the other returns for the same period. This occurs when a capital loss is realized upon redemption, resulting in a tax deduction that benefits the shareholder. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. If you hold your Fund shares through a tax-deferred arrangement, such as an IRA or a 401(k), the after-tax returns do not apply to your situation.
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the S&P 500 Index Fund. 1
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees 2
    0.045 %
Distribution (12b-1) Fees
    0.000  
Other Expenses
    0.095  
         
Total Annual Fund Operating Expenses
    0.140 %
         
 
1
The expense table and the Example below reflect the expenses of both the Fund and the State Street Equity 500 Index Portfolio.
 
2
This fee represents the total fees paid by the State Street Equity 500 Index Portfolio to State Street Bank and Trust Company for its service as administrator, custodian and transfer agent and SSgA’s service as investment advisor.

 
 
About the Funds Prospectus
28


 

 
American Beacon
 
S&P 500 Index Fund — (continued)
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $14  
3 Years
    $45  
5 Years
    $79  
10 Years
    $179  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
Prospectus About the Funds
29


 

 
American Beacon
 
Small Cap Index Fund SM
 
 
Investment Objective
 
 
To match the performance of the Russell 2000 ® Index 1 (the “Russell 2000” or “Index”) as closely as possible before the deduction of Fund expenses.
 
Principal Strategies
 
 
The Fund seeks its investment objective by investing all of its investable assets in the Master Small Cap Index Series of the Index Trust. The investment objective of the Master Small Cap Index Series may be changed without shareholder approval.
 
The Fund employs a “passive” management approach, attempting to invest in a portfolio of assets whose performance is expected to match approximately the performance of the Russell 2000. The Russell 2000 is composed of the common stocks of the 1,001st through the 3,000th largest U.S. companies weighted by market capitalization, as determined by the Frank Russell Company. As of December 31, 2006, the market capitalizations of the companies in the Russell 2000 Index ranged from $68 million to $3.0 billion. The Fund will be substantially invested in securities in the Russell 2000, and will invest at least 80% of its assets in securities or other financial instruments, which are components of or correlated with, the Russell 2000. The Fund is also a non-diversified fund.
 
The Fund invests in a statistically selected sample of stocks included in the Russell 2000 and in derivative instruments linked to the Russell 2000. The Fund may not invest in all of the common stocks in the Russell 2000, or in the same weightings as in the Russell 2000. The Fund chooses investments so that the market capitalizations, industry weightings and other fundamental characteristics of the stocks and derivative instruments chosen are similar to the Russell 2000 as a whole.
 
The Fund may invest in derivative instruments, and may invest a substantial portion of its assets in options and futures contracts linked to the performance of the Russell 2000. Derivatives allow the Fund to increase or decrease its exposure to the Russell 2000 quickly and at less cost than buying or selling stocks. The Fund will invest in options and futures and other derivative instruments in order to gain market exposure quickly in the event of subscriptions, to maintain liquidity in the event of redemptions and to keep trading costs low. In connection with the use of derivative instruments, the Fund may enter into short sales in order to adjust the weightings of particular securities represented in a derivative to more accurately reflect the securities’ weightings in the Index. The Fund may engage in securities lending, which involves the risk that the borrower may fail to return the Fund’s securities in a timely manner or at all.
 
Principal Risk Factors
 
 
Market Risk
Since this Fund invests most of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks will decline due to drops in the stock market. In general, the value of the Fund will move in the same direction as the overall stock market, which will vary from day to day in response to the activities of individual companies and general market and economic conditions.
 
Tracking Error Risk
The Fund’s return may not match the return of the Index for a number of reasons. For example, the Fund incurs a number of operating expenses not applicable to the Index, and incurs costs in buying and selling securities. The Fund may not be fully invested at times, either as a result of cash flows into the Fund or reserves of cash held by the Fund to meet redemptions. The return on the sample of stocks purchased by the Fund, or futures or other derivative positions taken by the Fund, to replicate the performance of the Index may not correlate precisely with the return on the Index.
 
Non-Diversification Risk
The Fund is non-diversified, which means that it may invest a high percentage of its assets in a limited number of securities. Since the Fund is non-diversified, its net asset value and total return may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund.
 
Small Capitalization Companies Risk
Investing in the securities of small capitalization companies involves greater risk and the possibility of greater price volatility than investing in larger capitalization and more established companies, since smaller companies may have limited operating history, product lines, and financial resources, the securities of these companies may lack sufficient market liquidity, and they can be particularly sensitive to expected changes in interest rates, borrowing costs and earnings.
 
 
1       Russell 2000  ® Index is a registered trademark of Frank Russell Company.

 
 
About the Funds Prospectus
30


 

 
American Beacon
 
Small Cap Index Fund SM  — (continued)
 
Derivatives Risk
Gains or losses from positions in a derivative instrument may be much greater than the derivative’s original cost. The counterparty to the transaction may be unable to honor its financial obligation to the Fund. In addition, a derivative may be difficult or impossible to sell at the time the investment advisor would like or at the price the investment advisor believes the security is currently worth.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper Small-Cap Core Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market index do not reflect fees, expenses or taxes. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
   23.23%
(1/1/01 through 12/31/06)
  (2nd Quarter 2003)
Lowest Quarterly Return:
  –21.33%
(1/1/01 through 12/31/06)
  (3rd Quarter 2002)
 
                         
    Average Annual Total Return
    as of 12/31/06
            Since Inception
    1 Year   5 Years   (7/31/00)
Return Before Taxes
    17.85%       11.18%       8.51%  
Return After Taxes on Distributions
    17.50%       10.64%       8.00%  
Return After Taxes on Distributions and Sale of Fund Shares
    11.72%       9.52%       7.18%  
 
 
Russell 2000 Index 1
    18.37%       11.39%       8.71%  
Lipper Small-Cap Core Funds Index
    13.70%       10.49%       9.53%  
 
1
The Russell 2000 Index is an unmanaged index comprised of approximately 2,000 smaller-capitalization stocks from various industrial sectors.
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the Return After Taxes on Distributions and Sale of Fund Shares may be higher than the other returns for the same period. This occurs when a capital loss is realized upon redemption, resulting in a tax deduction that benefits the shareholder. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. If you hold your Fund shares through a tax-deferred arrangement, such as an IRA or a 401(k), the after-tax returns do not apply to your situation.
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Small Cap Index Fund. 1
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.01 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.17  
         
Total Annual Fund Operating Expenses
    0.18 %
         
 
1
The expense table and the Example below reflect the expenses of both the Fund and the Master Small Cap Index Series.

 
 
Prospectus About the Funds
31


 

 
American Beacon
 
Small Cap Index Fund SM  — (continued)
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $18  
3 Years
    $58  
5 Years
    $101  
10 Years
    $230  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
About the Funds Prospectus
32


 

 
American Beacon
 
International Equity Index Fund SM
 
 
Investment Objective
 
 
To match the performance of the Morgan Stanley Capital International EAFE Index (the “EAFE Index” or “Index”) as closely as possible before the deduction of Fund expenses.
 
Principal Strategies
 
 
The Fund seeks its investment objective by investing all of its investable assets in the Master International Index Series of the Index Trust. The investment objective of the Master International Index Series may be changed without shareholder approval.
 
The Fund employs a “passive” management approach, attempting to invest in a portfolio of assets whose performance is expected to match approximately the performance of the EAFE Index. The EAFE Index is composed of equity securities of companies from various industrial sectors whose primary trading markets are located outside the United States. Companies included in the EAFE Index are selected from among the larger capitalization companies in these markets. The weighting of the countries in the Index is based upon each country’s relative market capitalization, and not its gross domestic product. This means that the Index contains more companies from countries with the largest capital markets (like Japan and the United Kingdom), which in turn, will have the most effect on the Index’s performance.
 
The Fund will be substantially invested in securities in the Index, and will invest at least 80% of its assets in securities or other financial instruments, which are components of or correlated with, the Index. The Fund is also a non-diversified fund.
 
The Fund invests in a statistically selected sample of equity securities included in the EAFE Index and in derivative instruments linked to the EAFE Index. The Fund will, under normal circumstances, invest in all of the countries represented in the EAFE Index. The Fund may not, however, invest in all of the companies within a country, represented in the EAFE Index, or in the same weightings as in the EAFE Index. The Fund will choose investments so that the market capitalizations, industry weightings and other fundamental characteristics of the stocks and derivative instruments chosen are similar to the EAFE Index as a whole.
 
The Fund may invest in derivative instruments, and will normally invest a substantial portion of its assets in options and futures contracts correlated with market indices or countries included within the EAFE Index. Derivatives allow the Fund to increase or decrease its exposure to the EAFE Index quickly and at less cost than buying or selling stocks. The Fund will invest in options and futures and other derivative instruments in order to gain market exposure quickly in the event of subscriptions, to maintain liquidity in the event of redemptions and to keep trading costs low. In connection with the use of derivative instruments, the Fund may enter into short sales in order to adjust the weightings of particular securities represented in a derivative to more accurately reflect the securities’ weightings in the Index. The Fund may engage in securities lending, which involves the risk that the borrower may fail to return the Fund’s securities in a timely manner or at all.
 
Principal Risk Factors
 
 
Market Risk
Since this Fund invests most of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks of a particular country will decline due to drops in that country’s stock market. In general, the value of the Fund will move in the same direction as the international stock markets in which it invests, which will vary from day to day in response to the activities of individual companies and general market, economic and political conditions of each country.
 
Foreign Investing Risk
Overseas investing carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) currency exchange rate fluctuations, (2) political and financial instability, (3) less liquidity and greater volatility of foreign investments, (4) lack of uniform accounting, auditing and financial reporting standards, (5) less government regulation and supervision of foreign stock exchanges, brokers and listed companies, (6) increased price volatility, and (7) delays in transaction settlement in some foreign markets.
 
Tracking Error Risk
The Fund’s return may not match the return of the Index for a number of reasons. For example, the Fund incurs a number of operating expenses not applicable to the Index and incurs costs in buying and selling securities. The Fund may not be fully invested at times, either as a result of cash flows into the Fund or reserves of cash held by the Fund to meet redemptions. The return of the sample of stocks purchased by the Fund, or futures or other derivative positions taken by the Fund, to replicate

 
 
Prospectus About the Funds
33


 

 
American Beacon
 
International Equity Index Fund SM  — (continued)
the performance of the Index may not correlate precisely with the return of the Index.
 
Non-Diversification Risk
The Fund is non-diversified, which means that it may invest a high percentage of its assets in a limited number of securities. Since the Fund is non-diversified, its net asset value and total return may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund.
 
Derivatives Risk
Gains or losses from positions in a derivative instrument may be much greater than the derivative’s original cost. The counterparty to the transaction may be unable to honor its financial obligation to the Fund. In addition, a derivative may be difficult or impossible to sell at the time the investment advisor would like or at the price the investment advisor believes the security is currently worth.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper International Large-Cap Core Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market index do not reflect fees, expenses or taxes. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
  19.48%
(1/1/01 through 12/31/06)
  (2nd Quarter 2003)
Lowest Quarterly Return:
  –19.77%
(1/1/01 through 12/31/06)
  (3rd Quarter 2002)
 
                         
    Average Annual Total Return
    as of 12/31/06
            Since Inception
    1 Year   5 Years   (7/31/00)
Return Before Taxes
    26.52%       15.12%       6.12%  
Return After Taxes on Distributions
    26.03%       14.60%       5.60%  
Return After Taxes on Distributions and Sale of Fund Shares
    17.79%       13.06%       5.03%  
 
 
EAFE Index 1
    26.34%       15.06%       6.26%  
Lipper International Large-Cap Core Funds Index
    25.11%       10.39%       4.42%  
 
1
Performance is that of the EAFE Index from inception through September 30, 2001 and from June 1, 2002 through December 31, 2002. Performance from October 1, 2001 through May 31, 2002 is that of the Provisional EAFE Index.
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the Return After Taxes on Distributions and Sale of Fund Shares may be higher than the other returns for the same period. This occurs when a capital loss is realized upon redemption, resulting in a tax deduction that benefits the shareholder. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. If you hold your Fund shares through a tax-deferred arrangement, such as an IRA or a 401(k), the after-tax returns do not apply to your situation.
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the International Equity Index Fund. 1
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.01 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.21  
         
Total Annual Fund Operating Expenses
    0.22 %
         
 
1
The expense table and the Example below reflect the expenses of both the Fund and the Master International Index Series.

 
 
About the Funds Prospectus
34


 

 
American Beacon
 
International Equity Index Fund SM  — (continued)
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $23  
3 Years
    $71  
5 Years
    $124  
10 Years
    $280  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
Prospectus About the Funds
35


 

 
American Beacon
 
High Yield Bond Fund SM
 
 
Investment Objective
 
 
High current income and capital appreciation.
 
Principal Strategies
 
 
This Fund seeks to maximize current income by investing in a diversified portfolio of public and private issue debt securities that are generally rated below investment grade (such as BB or lower by Standard & Poor’s Ratings Services and/or Ba or lower by Moody’s Investors Service, Inc.) or deemed to be below investment grade by the investment sub-advisors. These types of securities are commonly referred to as “junk bonds.” The Fund seeks capital appreciation by investing in issues whose relative value is expected to increase over time.
 
The Manager currently allocates the Fund’s assets between two investment sub-advisors:
 
Franklin Advisers, Inc. (“Franklin”)
 
Post Advisory Group, LLC (“Post”)
 
Because the Manager recently selected Franklin as a sub-advisor to the Fund, Franklin manages a smaller portion of the Fund’s assets than Post. The Manager intends to gradually increase the portion of Fund assets managed by Franklin.
 
The Fund seeks its investment objective by investing, under normal circumstances, at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in a diversified portfolio of domestic and foreign high yield bonds. High yield issuers are generally those which have below investment grade ratings because they are relatively small in size, relatively young in years, relatively leveraged financially (perhaps borrowing heavily to finance expansion or due to a leveraged buyout), or formerly “blue chip” companies that have encountered some financial difficulties.
 
In selecting investments, both Franklin and Post utilize a bottom-up and research-driven investment process that relies heavily on internal research and fundamental credit analysis. The investment philosophy of each sub-advisor concentrates on identification of relative value and downside protection.
 
To a lesser extent, the Fund may invest in other securities, including foreign securities, common and preferred stocks, convertible securities, warrants, rights, and options, in keeping with the Fund’s overall investment objective.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term debt obligations. Investment grade obligations include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Interest Rate Risk
The Fund is subject to the risk that the market value of the bonds it holds will decline due to rising interest rates. When interest rates rise, the prices of most bonds go down. The price of a bond is also affected by its maturity. Bonds with longer maturities generally have greater sensitivity to changes in interest rates.
 
Credit Risk
The Fund is subject to the risk that the issuer of a bond will fail to make timely payment of interest or principal. A decline in an issuer’s credit rating can cause its price to go down. Since the Fund invests in lower-quality debt securities considered speculative in nature, this risk will be substantial.
 
High Yield Securities Risk
Investing in junk bonds generally involves significantly greater risks of loss of your money than an investment in investment grade bonds. Compared with issuers of investment grade bonds, junk bonds are more likely to encounter financial difficulties and to be materially affected by these difficulties. Rising interest rates may compound these difficulties and reduce an issuer’s ability to repay principal and interest obligations. Issuers of lower-rated securities also have a greater risk of default or bankruptcy.

 
 
About the Funds Prospectus
36


 

 
American Beacon
 
High Yield Bond Fund SM  — (continued)
 
Market Risk
Market risk involves the possibility that the value of the Fund’s investments will decline due to drops in the overall high yield bond market. Changes in the economic climate, investor perceptions, and stock market volatility can cause the prices of the Fund’s investments to decline, regardless of the financial conditions of the issuers held by the Fund.
 
Foreign Investing Risk
Investing in foreign securities carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) currency exchange rate fluctuations, (2) political and financial instability, (3) less liquidity and greater volatility of foreign investments, (4) lack of uniform accounting, auditing and financial reporting standards, (5) less government regulation and supervision of foreign stock exchanges, brokers and listed companies, (6) increased price volatility, and (7) delays in transaction settlement in some foreign markets.
 
Liquidity Risk
High yield bonds tend to be less liquid than higher-rated bonds. This means that the Fund may experience difficulty selling the Fund’s investments at favorable prices. In addition, valuation of the Fund’s investments may become more difficult if objective market prices are unavailable.
 
Market Timing Risk
Because the Fund invests in high yield bonds that may lack market liquidity, it is subject to the risk of market timing activities. The limited trading activity of some high yield bonds may result in market prices that do not reflect the true market value of these illiquid securities. In such instances, the Fund may fair value illiquid securities. However, some investors may engage in frequent short-term trading in the Fund to take advantage of any price differentials that may be reflected in the net asset value of the Fund’s shares. There is no assurance that fair valuation of securities can reduce or eliminate market timing. While the Manager monitors trading in Fund shares, there is no guarantee that it can detect all market timing activities. For further information regarding the Fund’s fair valuation and market timing policies, please see the sections titled “Valuation of Shares” and “Frequent Trading and Market Timing.”
 
Hedging Risk
Gains or losses from positions in hedging instruments, such as options, may be much greater than the instrument’s original cost. The counterparty may be unable to honor its financial obligation to the Fund. In addition, Post may be unable to close the transaction at the time it would like or at the price it believes the security is currently worth.
 
Securities Selection Risk
Securities selected by Post for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to three broad-based market indices and the Lipper High Current Yield Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market indices do not reflect fees, expenses or taxes. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
  6.83%
(1/1/01 through 12/31/06)
  (4th Quarter 2001)
Lowest Quarterly Return:
  –4.04%
(1/1/01 through 12/31/06)
  (3rd Quarter 2001)
 

 
 
Prospectus About the Funds
37


 

 
American Beacon
 
High Yield Bond Fund SM  — (continued)
                         
    Average Annual Total Return
    as of 12/31/06
            Since Inception
    1 Year   5 Years   (12/29/00)
Return Before Taxes
    9.60%       9.27%       9.21%  
Return After Taxes on Distributions
    6.73%       6.18%       6.06%  
Return After Taxes on Distributions and Sale of Fund Shares
    6.16%       6.12%       6.01%  
 
 
JPMorgan Global High-Yield Index 1
    11.45%       10.79%       9.99%  
Citigroup High-Yield Market Index 2
    11.85%       10.22%       9.41%  
Citigroup High-Yield Capped Index 3
    10.21%       N/A       N/A  
Lipper High Current Yield Funds Index
    10.17%       9.07%       7.32%  
 
1
The JPMorgan Global High-Yield Index (“JPMorgan Index”) has replaced the Citigroup High-Yield Market Index as the Fund’s broad-based market index, because the Manager has access to better statistical and performance information for the JPMorgan Index. The JPMorgan Index is an unmanaged index of fixed income securities of domestic and foreign issuers with a maximum credit rating of BB+ or Ba1. Issues must be publicly registered or issued under Rule 144A under the Securities Act of 1933, with a minimum issue size of $75 million (par amount). A maximum of two issues per issuer are included in the JPMorgan Index. Convertible bonds, preferred stock, and floating-rate bonds are excluded from the JPMorgan Index.
 
2
The Citigroup High-Yield Market Index is an unmanaged index of fixed income securities with a maximum credit rating of BB+, a minimum amount outstanding of $100 million, and at least one year to maturity.
 
3
The Citigroup High-Yield Market Capped Index (“Citigroup Capped Index”) is an unmanaged index of fixed income securities with a maximum credit rating of BB+, a minimum amount outstanding of $100 million, and at least one year to maturity. The total par amount outstanding for each issuer in the Citigroup Capped Index is capped at $5 billion, which results in a more diversified index of securities that more closely reflects the Fund’s issuer diversification. The Citigroup Capped Index has an inception date of 1/2/02.
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the Return After Taxes on Distributions and Sale of Fund Shares may be higher than the other returns for the same period. This occurs when a capital loss is realized upon redemption, resulting in a tax deduction that benefits the shareholder. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. If you hold your Fund shares through a tax-deferred arrangement, such as an IRA or a 401(k), the after-tax returns do not apply to your situation.
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the High Yield Bond Fund.
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.52 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.33  
Acquired Fund Fees and Expenses 1
    0.01  
         
Total Annual Fund Operating Expenses 2
    0.86 %
         
 
1
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
2
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expense remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $88  
3 Years
    $274  
5 Years
    $477  
10 Years
    $1,061  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
About the Funds Prospectus
38


 

 
American Beacon
 
Intermediate Bond Fund SM
 
 
Investment Objective
 
 
Income and capital appreciation.
 
Principal Strategies
 
 
The Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in obligations of the U.S. Government, its agencies and instrumentalities (some of which are not backed by the full faith and credit of the U.S. Government); corporate debt securities, such as commercial paper, master demand notes, loan participation interests, medium-term notes and funding agreements; mortgage-backed securities; asset-backed securities; and Yankeedollar and Eurodollar bank certificates of deposit, time deposits, bankers’ acceptances and other notes. The Fund seeks capital appreciation by investing in corporate issues whose relative value is expected to increase over time.
 
The Manager currently allocates the Fund’s assets, generally on an equal basis, between itself and Barrow, Hanley, Mewhinney & Strauss, Inc. (“Barrow”).
 
The Fund will only buy debt securities that are investment grade at the time of purchase. Investment grade securities include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two rating organizations rating the securities (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. The Fund, at the discretion of the Manager or Barrow, may retain a security that has been downgraded below the initial investment criteria.
 
In determining which securities to buy and sell, the Manager employs a top-down fixed income investment strategy, as follows:
 
•  Develop an overall investment strategy, including a portfolio duration target, by examining the current trends in the U.S. economy.
•  Set desired portfolio maturity structure by comparing the differences between corporate and U.S. Government securities of similar duration to judge their potential for optimal return in accordance with the target duration benchmark.
•  Determine the weightings of each security type by analyzing the difference in yield spreads between corporate and U.S. Government securities.
•  Select specific debt securities within each security type.
•  Review and monitor portfolio composition for changes in credit, risk-return profile and comparisons with benchmarks.
 
Barrow uses a bottom-up fixed income investment strategy in determining which securities to buy and sell, as follows:
 
•  Search for eligible securities with a yield to maturity advantage versus a U.S. Government security with a similar maturity.
•  Evaluate credit quality of the securities.
•  Perform an analysis of the expected price volatility of the securities to changes in interest rates by examining actual price volatility between U.S. Government and non-U.S. Government securities.
 
The Fund may invest in debt obligations of U.S. Government-sponsored enterprises, including the Federal National Mortgage Association (“Fannie Mae”), Federal Home Loan Mortgage Corporation (“Freddie Mac”), Federal Home Loan Banks (“FHLB”), and Federal Farm Credit Banks (“FFCB”). Although chartered or sponsored by Acts of Congress, these entities are not backed by the full faith and credit of the U.S. Government. Freddie Mac and FFCB are supported by the right to borrow from the U.S. Treasury, and FHLB and Fannie Mae are supported by the U.S. Treasury’s discretionary authority to purchase their securities. The Fund’s investments may also include direct obligations of the U.S. Treasury (such as Treasury bills, Treasury notes and Treasury bonds) and obligations issued by the Government National Mortgage Association (commonly referred to as Ginnie Mae), which are backed by the full faith and credit of the U.S. Government.
 
Under normal circumstances, the Fund seeks to maintain a duration of three to seven years. Duration is a measure of price sensitivity relative to changes in interest rates. For example, if a bond had a duration of four years, a 1% increase in U.S. Treasury interest rates could be expected to result in a 4% decrease in the value of the bond. Therefore, portfolios with longer durations are typically more sensitive to changes in interest rates. Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term debt obligations. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the

 
 
Prospectus About the Funds
39


 

 
American Beacon
 
Intermediate Bond Fund SM  — (continued)
Fund’s name. If the Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Interest Rate Risk
The Fund is subject to the risk that the market value of the bonds it holds will decline due to rising interest rates. When interest rates rise, the prices of most bonds go down. The price of a bond is also affected by its maturity. Bonds with longer maturities generally have greater sensitivity to changes in interest rates.
 
Credit Risk
The Fund is subject to the risk that the issuer of a bond, including a U.S. Government agency not backed by the full faith and credit of the U.S. Government, will fail to make timely payment of interest or principal. A decline in an issuer’s credit rating can cause its price to go down.
 
Prepayment and Extension Risk
The Fund’s investments in asset-backed and mortgage-backed securities are subject to the risk that the principal amount of the underlying collateral may be repaid prior to the bond’s maturity date. If this occurs, no additional interest will be paid on the investment and the Fund may have to invest at a lower rate. Conversely, a decrease in expected prepayments may result in the extension of a security’s effective maturity and a decline in its price.
 
Securities Selection Risk
Securities selected by the Manager or Barrow for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper Intermediate Investment Grade Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market index do not reflect fees, expenses or taxes. The Institutional Class of the Fund began offering its shares on March 1, 1999. However, another class of shares of the Fund no longer in operation began offering its shares on September 15, 1997. In the chart and table below, performance results before March 1, 1999 are for the other class. Because the other class had slightly higher expenses, its performance was slightly lower than the Fund would have realized in the same period. Prior to March 1, 2005, the Institutional Class of the Fund was known as the AMR Class. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
   4.72%
(1/1/98 through 12/31/06)
  (3rd Quarter 2001)
Lowest Quarterly Return:
  –2.75%
(1/1/98 through 12/31/06)
  (2nd Quarter 2004)
 
                         
    Average Annual Total Return
    as of 12/31/06
            Since Inception
    1 Year   5 Years   (9/15/97)
Return Before Taxes
    4.55%       4.72%       5.74%  
Return After Taxes on Distributions
    2.83%       3.02%       3.55%  
Return After Taxes on Distributions and Sale of Fund Shares
    2.92%       3.02%       3.54%  
 
 
Lehman Bros. Aggregate Index 2
    4.33%       5.06%       6.14% 1
Lipper Intermediate Investment Grade Index
    4.47%       4.93%       5.74%  
 
1
The Since Inception return is shown from 8/31/97.
 
2
The Lehman Brothers Aggregate Index is a market value weighted performance benchmark for government, corporate, mortgage-backed and asset-backed fixed-rate debt securities of all maturities.
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some

 
 
About the Funds Prospectus
40


 

 
American Beacon
 
Intermediate Bond Fund SM  — (continued)
cases, the Return After Taxes on Distributions and Sale of Fund Shares may be higher than the other returns for the same period. This occurs when a capital loss is realized upon redemption, resulting in a tax deduction that benefits the shareholder. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. If you hold your Fund shares through a tax-deferred arrangement, such as an IRA or a 401(k), the after-tax returns do not apply to your situation.
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Intermediate Bond Fund.
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.25 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.10  
Acquired Fund Fees and Expenses 1
    0.03  
         
Total Annual Fund Operating Expenses 2
    0.38 %
         
 
1
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
2
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $39  
3 Years
    $122  
5 Years
    $213  
10 Years
    $480  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
Prospectus About the Funds
41


 

 
American Beacon
 
Short-Term Bond Fund SM
 
 
Investment Objective
 
 
Income and capital appreciation.
 
Principal Strategies
 
 
The Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in obligations of the U.S. Government, its agencies and instrumentalities (some of which are not backed by the full faith and credit of the U.S. Government); corporate debt securities, such as commercial paper, master demand notes, loan participation interests, medium-term notes and funding agreements; mortgage-backed securities; asset-backed securities; and Yankeedollar and Eurodollar bank certificates of deposit, time deposits, bankers’ acceptances and other notes. The Fund seeks capital appreciation by investing in corporate issues whose relative value is expected to increase over time.
 
Currently, the Manager is the sole investment advisor to the Fund.
 
The Fund will only buy debt securities that are investment grade at the time of purchase. Investment grade securities include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two rating organizations rating the securities (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. The Fund, at the discretion of the Manager, may retain a security that has been downgraded below the initial investment criteria.
 
In determining which securities to buy and sell, the Manager employs a top-down fixed income investment strategy, as follows:
 
•  Develop an overall investment strategy, including a portfolio duration target, by examining the current trends in the U.S. economy.
•  Set desired portfolio maturity structure by comparing the differences between corporate and U.S. Government securities of similar duration to judge their potential for optimal return in accordance with the target duration benchmark.
•  Determine the weightings of each security type by analyzing the difference in yield spreads between corporate and U.S. Government securities.
•  Select specific debt securities within each security type.
•  Review and monitor portfolio composition for changes in credit, risk-return profile and comparisons with benchmarks.
 
The Fund may invest in debt obligations of U.S. Government-sponsored enterprises, including the Federal National Mortgage Association (“Fannie Mae”), Federal Home Loan Mortgage Corporation (“Freddie Mac”), Federal Home Loan Banks (“FHLB”), and Federal Farm Credit Banks (“FFCB”). Although chartered or sponsored by Acts of Congress, these entities are not backed by the full faith and credit of the U.S. Government. Freddie Mac and FFCB are supported by the right to borrow from the U.S. Treasury, and FHLB and Fannie Mae are supported by the U.S. Treasury’s discretionary authority to purchase their securities. The Fund’s investments may also include direct obligations of the U.S. Treasury (such as Treasury bills, Treasury notes and Treasury bonds) and obligations issued by the Government National Mortgage Association (commonly referred to as Ginnie Mae), which are backed by the full faith and credit of the U.S. Government.
 
Under normal circumstances, the Fund seeks to maintain a duration of one to three years. Duration is a measure of price sensitivity relative to changes in interest rates. For example, if a bond had a duration of four years, a 1% increase in U.S. Treasury interest rates could be expected to result in a 4% decrease in the value of the bond. Therefore, portfolios with longer durations are typically more sensitive to changes in interest rates. Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term debt obligations. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Interest Rate Risk
The Fund is subject to the risk that the market value of the bonds it holds will decline due to rising interest rates. When interest rates rise, the prices of most bonds go down. The price of a bond is also affected by its maturity.

 
 
About the Funds Prospectus
42


 

 
American Beacon
 
Short-Term Bond Fund SM  — (continued)
Bonds with longer maturities generally have greater sensitivity to changes in interest rates.
 
Credit Risk
The Fund is subject to the risk that the issuer of a bond, including a U.S. Government agency not backed by the full faith and credit of the U.S. Government, will fail to make timely payment of interest or principal. A decline in an issuer’s credit rating can cause its price to go down.
 
Prepayment and Extension Risk
The Fund’s investments in mortgage-backed securities are subject to the risk that the principal amount of the underlying mortgage may be repaid prior to the bond’s maturity date. If this occurs, no additional interest will be paid on the investment and the Fund may have to invest at a lower rate. Conversely, a decrease in expected prepayments may result in the extension of a security’s effective maturity and a decline in its price.
 
Securities Selection Risk
Securities selected by the Manager for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper Short Investment Grade Bond Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market index do not reflect fees, expenses or taxes. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
   3.34%
(1/1/97 through 12/31/06)
  (3rd Quarter 2001)
Lowest Quarterly Return:
  –1.03%
(1/1/97 through 12/31/06)
  (2nd Quarter 2004)
 
                         
    Average Annual Total Return
    as of 12/31/06
    1 Year   5 Years   10 Years
Return Before Taxes
    5.09%       3.37%       4.88%  
Return After Taxes on Distributions
    3.41%       1.59%       2.64%  
Return After Taxes on Distributions and Sale of Fund Shares
    3.28%       1.82%       2.77%  
 
 
Merrill Lynch 1-3 Yr Gov./Corp. Index 1
    4.25%       3.20%       4.95%  
Lipper Short Investment Grade Bond Funds Index
    4.40%       2.94%       4.47%  
 
1
The Merrill Lynch 1-3 Year Gov./Corp. Index is a market value weighted performance benchmark for government and corporate fixed-rate debt securities with maturities between one and three years.
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the Return After Taxes on Distributions and Sale of Fund Shares may be higher than the other returns for the same period. This occurs when a capital loss is realized upon redemption, resulting in a tax deduction that benefits the shareholder. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. If you hold your Fund shares through a tax-deferred arrangement, such as an IRA or a 401(k), the after-tax returns do not apply to your situation.

 
 
Prospectus About the Funds
43


 

 
American Beacon
 
Short-Term Bond Fund SM  — (continued)
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Short-Term Bond Fund.
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.25 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.10  
Acquired Fund Fees and Expenses 1
    0.01  
         
Total Annual Fund Operating Expenses 2
    0.36 %
         
 
1
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
2
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $37  
3 Years
    $116  
5 Years
    $202  
10 Years
    $456  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
About the Funds Prospectus
44


 

 
American Beacon
 
Treasury Inflation Protected Securities Fund SM
 
 
Investment Objective
 
 
Inflation protection and income.
 
Principal Strategies
 
 
Ordinarily, at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in inflation-indexed debt securities issued by the U.S. Treasury Department and backed by the full faith and credit of the U.S. Government. Up to 20% of the Fund’s assets may be invested in inflation-indexed debt securities issued by U.S. Government agencies or instrumentalities (some of which are not backed by the full faith and credit of the U.S. Government), foreign governments, their agencies or instrumentalities, or U.S. and foreign corporations, as well as fixed income securities that are not indexed to inflation.
 
Inflation-indexed securities, also known as inflation-protected securities, are fixed income instruments structured such that their interest and principal payments are adjusted in order to provide a total return exceeding inflation over the long term. Each inflation-indexed security is tied to a particular inflation index, such as the Consumer Price Index in the U.S. or a comparable measure of inflation in a foreign country. As changes occur in the inflation rate, as represented by the designated index, the value of the security’s principal is adjusted by the same proportion. Interest payments are calculated by multiplying the security’s fixed coupon rate determined at issuance by the adjusted principal and dividing by the number of interest payments per year.
 
The Manager currently allocates the Fund’s assets, generally on an equal basis, between two investment sub-advisors:
 
Brown Brothers Harriman & Co. (“BBH”)
 
NISA Investment Advisors, LLC (“NISA”)
 
The Fund will only buy debt securities that are investment grade at the time of purchase. Investment grade securities include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as other securities rated in one of the four highest rating categories by at least two rating organizations rating the securities (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security.
 
BBH employs a fundamental, bottom-up investment strategy coupled with clearly defined risk parameters designed to capture inefficiencies in the inflation-indexed securities market. NISA’s investment process combines strategic (top-down) and tactical (bottom-up) analysis to determine a strategy whose goal is to outperform the Fund’s benchmark. The sub-advisors may use derivative instruments, such as futures contracts, options and swap agreements as a hedge against interest rate or foreign currency fluctuations.
 
Under normal circumstances, the Fund’s dollar-weighted average maturity is expected to be between five and twenty years. Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term obligations that are not inflation-indexed. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Interest Rate Risk
The Fund is subject to the risk that the market value of the securities it holds will decline due to rising interest rates. When interest rates rise, the prices of most fixed income securities go down. Although the inflation-indexed securities held by the Fund are protected against loss in principal value due to inflation, their prices will be affected by fluctuations in real interest rates. The price of a fixed income security is also affected by its maturity. Securities with longer maturities generally have greater sensitivity to changes in interest rates.
 
Credit Risk
Securities issued directly by the U.S. Government are backed by the full faith and credit of the U.S. Government. However, securities issued by U.S. Government agencies and instrumentalities are not necessarily subject to the same guarantee. The Fund is subject to the risk that the issuer of a bond will fail to make timely payment of interest or principal. A decline in an issuer’s credit rating can cause its price to go down.

 
 
Prospectus About the Funds
45


 

 
American Beacon
 
Treasury Inflation Protected Securities Fund SM  — (continued)
 
Income Risk
Because the interest and/or principal payments on an inflation-indexed security are adjusted periodically for changes in inflation, the income distributed by the Fund may be irregular. To achieve a total return greater than the rate of inflation over the long term, the portion of the Fund’s distributions attributable to inflation adjustments must be reinvested in additional Fund shares.
 
Deflation Risk
In a period of sustained deflation, the inflation-indexed securities held by the Fund may not pay any income. Although the U.S. Treasury guarantees to pay at least the original face value of any inflation-indexed securities it issues, other issuers may not offer the same guarantee. As a result, the Fund may suffer a loss during periods of sustained deflation.
 
Derivatives Risk
The use of derivative instruments requires special skills, knowledge and investment techniques that differ from those required for normal portfolio management. Gains or losses from positions in a derivative instrument may be much greater than the derivative’s original cost.
 
Foreign Investing Risk
The Fund may invest a portion of its assets in securities issued by foreign governments or foreign corporations. Overseas investing carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) currency exchange rate fluctuations, (2) political and financial instability, (3) less liquidity and greater volatility of foreign investments, (4) lack of uniform accounting, auditing and financial reporting standards, (5) less government regulation and supervision of foreign stock exchanges, brokers and listed companies, (6) increased price volatility, and (7) delays in transaction settlement in some foreign markets.
 
Securities Selection Risk
Securities selected by a sub-advisor for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Additional Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper Treasury Inflation-Protected Securities (TIPS) Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market index do not reflect fees, expenses or taxes. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
  2.39%
(1/1/05 through 12/31/06)
  (2nd Quarter 2005)
Lowest Quarterly Return:
  –1.13%
(1/1/05 through 12/31/06)
  (1st Quarter 2006)
 
                 
    Average Annual Total Return
    as of 12/31/06
        Since Inception
    1 Year   (6/30/04)
Return Before Taxes
    1.05%       2.73%  
Return After Taxes on Distributions
    –0.01%       1.13%  
Return After Taxes on Distributions and Sale of Fund Shares
    0.68%       1.43%  
 
 
Lehman Bros. 1-10 Yr. U.S. TIPS Index 1
    1.56%       3.35%  
Lipper TIPS Index
    –0.09%       3.78%  
 
1
The Lehman Brothers 1-10 Year U.S. TIPS Index is an unmanaged market index comprised of U.S. Treasury inflation-indexed securities with maturities between one and ten years.
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the Return After Taxes on Distributions and Sale of Fund Shares may be higher than the other returns for the same period. This occurs when a capital loss is realized

 
 
About the Funds Prospectus
46


 

 
American Beacon
 
Treasury Inflation Protected Securities Fund SM  — (continued)
upon redemption, resulting in a tax deduction that benefits the shareholder. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. If you hold your Fund shares through a tax-deferred arrangement, such as an IRA or a 401(k), the after-tax returns do not apply to your situation.
 
Fees and Expenses
 
 
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Treasury Inflation Protected Securities Fund.
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.22 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.27  
         
Total Annual Fund Operating Expenses
    0.49 %
         
Expense Reimbursement/(Recoupment)
    0.14 % 1
Net Expenses
    0.35 % 2
 
1
The Manager has contractually agreed to reimburse the Institutional Class of the Fund for Other Expenses through February 29, 2008 to the extent that Total Annual Fund Operating Expenses exceed 0.35%. The contractual expense reimbursement can be changed by approval of a majority of the Fund’s Board of Trustees. In addition, the Manager may decide voluntarily to waive additional fees or reimburse the Fund for other expenses. The Manager can be reimbursed by the Fund for any contractual or voluntary fee waivers or expense reimbursements made on or after the inception date of the Institutional Class of the Fund. Such reimbursements to the Manager will be made only if the reimbursement (a) occurs within three years after the Manager’s own waiver or reimbursement and (b) does not cause the Total Annual Fund Operating Expenses of the Institutional Class of the Fund to exceed 0.35%.
 
2
The contractual expense limitation excludes interest, taxes, brokerage commissions, and extraordinary expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Because the Manager has contractually agreed to reimburse expenses only through February 29, 2008, Net Expenses were used to calculate the cost in year one, and Total Annual Fund Operating Expenses were used to calculate costs for years two through ten. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $36  
3 Years
    $143  
5 Years
    $260  
10 Years
    $602  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
Prospectus About the Funds
47


 

 
American Beacon
 
Money Market Fund SM
 
 
Investment Objective
 
 
Current income, liquidity and the maintenance of a stable price of $1.00 per share.
 
Principal Strategies
 
 
The Fund seeks its investment objective by investing all of its investable assets in the Money Market Portfolio of the Master Trust.
 
The Fund invests exclusively in high quality variable or fixed rate, U.S. dollar denominated short-term money market instruments. These securities may include obligations of the U.S. Government, its agencies and instrumentalities (some of which are not backed by the full faith and credit of the U.S. Government); corporate debt securities, such as commercial paper, master demand notes, loan participation interests, medium-term notes and funding agreements; Yankeedollar and Eurodollar bank certificates of deposit, time deposits, and bankers’ acceptances; asset-backed securities; and repurchase agreements.
 
Currently, the Manager is the sole investment advisor to the Fund.
 
The Fund will only buy securities with the following credit qualities:
 
•  rated in the highest short-term categories by two rating organizations, such as “A-1” by Standard & Poor’s Ratings Services and “P-1” by Moody’s Investors Service, Inc., at the time of purchase.
•  rated in the highest short-term category by one rating organization if the securities are rated only by one rating organization, or
•  unrated securities that are determined to be of equivalent quality by the Manager pursuant to guidelines approved by the Board of Trustees.
 
The Fund invests more than 25% of its total assets in obligations issued by financial services companies. However, for temporary defensive purposes when the Manager believes that maintaining this concentration may be inconsistent with the best interests of shareholders, the Fund may not maintain this concentration.
 
Securities purchased by the Fund generally have remaining maturities of 397 days or less, although instruments subject to repurchase agreements and certain variable and floating rate obligations may bear longer final maturities. The average dollar-weighted maturity of the Fund will not exceed 90 days.
 
Principal Risk Factors
 
 
•  The yield paid by the Fund is subject to changes in interest rates. As a result, there is risk that a decline in short-term interest rates would lower its yield and the overall return on your investment.
•  Because the Fund concentrates its assets in financial services companies, factors affecting those companies could have a significant impact on the performance of the Fund.
•  Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.
•  As with any money market fund, there is the risk that the issuers or guarantors of securities owned by the Fund, including securities issued by U.S. Government agencies not backed by the full faith and credit of the U.S. Government, will default on the payment of principal or interest or the obligation to repurchase securities from the Fund.
•  The yield paid by the Fund may be affected by the Manager’s decisions regarding the Fund’s average dollar-weighted maturity. If the Manager sets the Fund’s maturity target in a manner that does not correlate with the movement of interest rate trends, the Fund’s yield could be less than other money market funds.
 
Your investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other financial or government institution.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. Neither the bar chart nor the performance table that follows is intended to indicate how the Fund will perform in the future. You may visit the Funds’ website at www.americanbeaconfunds.com or call 1-800-388-3344 to obtain the Fund’s current seven-day yield.
 

 
 
About the Funds Prospectus
48


 

 
American Beacon
 
Money Market Fund SM  — (continued)
(AMR BAR CHART)
 
     
Highest Quarterly Return:
  1.65%
(1/1/97 through 12/31/06)
  (3rd & 4th Quarter 2000)
Lowest Quarterly Return:
  0.21%
(1/1/97 through 12/31/06)
  (3rd Quarter 2003)
 
                     
Average Annual Total Return
as of 12/31/06
1 Year   5 Years   10 Years
  4.99%       2.37%       3.87%  
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Money Market Fund. 1
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.10 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.13  
         
Total Annual Fund Operating Expenses
    0.23 %
         
Expense Reimbursement/(Recoupment)
    0.05 % 2
Net Expenses
    0.18 % 3
 
1
The expense table and the Example below reflect the expenses of both the Fund and the Money Market Portfolio of the Master Trust.
 
2
The Manager has contractually agreed to reimburse the Institutional Class of the Fund for Other Expenses through February 29, 2008 to the extent that Total Annual Fund Operating Expenses exceed 0.18%. The contractual expense reimbursement can be changed by approval of a majority of the Fund’s Board of Trustees. In addition, the Manager may decide voluntarily to waive additional fees or reimburse the Fund for other expenses. The Manager can be reimbursed by the Fund for any contractual or voluntary fee waivers or expense reimbursements made on or after July 10, 2003 (the date this reimbursement policy was approved by the Board of Trustees). Such reimbursements to the Manager will be made only if the reimbursement (a) occurs within three years after the Manager’s own waiver or reimbursement and (b) does not cause the Total Annual Fund Operating Expenses of the Institutional Class of the Fund to exceed 0.18%.
 
3
The contractual expense limitation excludes interest, taxes, brokerage commissions, and extraordinary expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Because the Manager has contractually agreed to reimburse expenses only through February 29, 2008, Net Expenses were used to calculate the cost in year one, and Total Annual Fund Operating Expenses were used to calculate costs for years two through ten. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $18  
3 Years
    $69  
5 Years
    $124  
10 Years
    $288  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
Prospectus About the Funds
49


 

 
 
Historical Performance of Accounts Similar to the Small Cap
Value Opportunity Fund
 
 
The performance shown in the following chart and tables is for the PanAgora Small Cap Value Stock Selector Composite (“PanAgora Composite”), which is composed of accounts managed by PanAgora that have investment objectives, policies and strategies substantially similar to those of the Small Cap Value Opportunity Fund. The performance of the composite has been calculated using a time-weighted rate of return, which differs from the standardized methodology for calculating mutual fund performance. The returns of the PanAgora Composite are shown net of all fees and expenses. Applying the Small Cap Value Opportunity Fund’s expense structure to the composite would have lowered the performance results shown. The Small Cap Value Opportunity Fund is subject to certain restrictions imposed by the Investment Company Act of 1940 and the Internal Revenue Code that do not apply to the private accounts included in the composite. Had these restrictions been applicable, the performance of the composite may have been adversely affected. THE PERFORMANCE SHOWN IS NOT THE PERFORMANCE OF THE SMALL CAP VALUE OPPORTUNITY FUND. NEITHER THE BAR CHARTS NOR THE TABLES THAT FOLLOW ARE INTENDED TO INDICATE HOW THE SMALL CAP VALUE OPPORTUNITY FUND WILL PERFORM IN THE FUTURE.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
  21.58%
(1/1/03 through 12/31/06)
  (2nd Quarter 2003)
Lowest Quarterly Return:
  −4.67%
(1/1/03 through 12/31/06)
  (1st Quarter 2003)
 
                         
    Average Annual Total Return
    as of 12/31/06
            Since
    1 Year   5 Years   Inception 1
PanAgora Composite
    21.90%       18.57%       16.00%  
Russell 2000 Value Index 2
    23.48%       16.49%       15.41%  
Lipper Small-Cap Value Funds Index 3
    17.13%       14.94%       15.61%  
 
1
The inception date for the PanAgora Composite is June 30, 2002.
 
2
The Russell 2000 Value Index is an unmanaged index of those stocks in the Russell 2000 Index with below-average price-to-book ratios and below-average forecasted growth values.
 
3
The Lipper Small-Cap Value Funds Index is a composite of mutual funds with the same investment objective as the Small Cap Value Opportunity Fund.

 
 
About the Funds Prospectus
50


 

 
 
The Manager
 
 
The Funds have retained American Beacon Advisors, Inc. to serve as their Manager. The Manager, located at 4151 Amon Carter Boulevard, Fort Worth, Texas 76155, is a wholly owned subsidiary of AMR Corporation. The Manager was organized in 1986 to provide investment management, advisory, administrative and asset management consulting services. As of December 31, 2006, the Manager had approximately $57.9 billion of assets under management, including approximately $28.2 billion under active management and $29.7 billion as named fiduciary or financial advisor. Approximately $26.9 billion of the Manager’s total assets under management were related to AMR Corporation.
 
The Manager provides or oversees the provision of all administrative, investment advisory and portfolio management services to the Funds. The Manager
 
•  develops the investment programs for each Fund,
•  selects and changes sub-advisors and master portfolios, where applicable (subject to requisite approvals),
•  allocates assets among sub-advisors,
•  monitors the sub-advisors’ and master portfolio advisors’ investment programs and results,
•  coordinates the investment activities of the sub-advisors to ensure compliance with regulatory restrictions,
•  oversees each Fund’s securities lending activities and actions taken by the securities lending agent, and
•  with the exception of the High Yield Bond, S&P 500 Index, Small Cap Index, International Equity Index, and Treasury Inflation Protected Securities Funds, invests the portion of Fund assets that the sub-advisors determine should be allocated to high quality short-term debt obligations.
 
As compensation for providing management services, the Manager receives an annualized advisory fee that is calculated and accrued daily, equal to the sum of:
 
•  0.25% of the net assets of the Manager’s portion of the Intermediate Bond Fund,
•  0.25% of the net assets of the Short-Term Bond Fund, plus
•  0.10% of the net assets of all other Funds, except the Index Funds.
 
The Manager receives a fee of 0.10% of the net assets of the Balanced Fund (as noted above) plus a fee of 0.15% of the Fund’s net fixed income assets under its management. In addition, the Balanced, Large Cap Value, Large Cap Growth, Mid-Cap Value, Small Cap Value, Small Cap Value Opportunity, International Equity, Emerging Markets, High Yield Bond, Intermediate Bond, and Treasury Inflation Protected Securities Funds pay the Manager the amounts due to their respective sub-advisors. The Manager then remits these amounts to the sub-advisors.
 
The Manager also may receive up to 25% of the net annual interest income or up to 25% of loan fees in regards to securities lending activities. Currently, the Manager receives 10% of the net annual interest income from the investment of cash collateral or 10% of the loan fees posted by borrowers. The Securities and Exchange Commission (“SEC”) has granted exemptive relief that permits the Funds to invest cash collateral received from securities lending transactions in shares of one or more private or registered investment companies managed by the Manager.
 
The management fees paid by the Funds for the fiscal year ended October 31, 2006, net of reimbursements and shown as a percentage of average net assets, were as follows:
         
    Management
Fund
  Fees
Balanced
    0.28%  
Large Cap Value
    0.29%  
Large Cap Growth
    0.50%  
Mid-Cap Value
    0.72%  
Small Cap Value
    0.51%  
International Equity
    0.34%  
Emerging Markets
    0.83%  
High Yield Bond
    0.52%  
Intermediate Bond
    0.25%  
Short-Term Bond
    0.25%  
 
The management fees paid by the Treasury Inflation Protected Securities Fund and the Money Market Fund for their fiscal year ended December 31, 2006 were 0.22% and 0.10%, respectively, of each Fund’s average net assets.
 
The Small Cap Value Opportunity Fund began operations on March 31, 2006. The combined management fees for the Manager and the sub-advisor to the Fund, as a percentage of net assets, are 0.55% on the first $50 million, 0.50% on the next $50 million, and 0.45% on assets over $100 million.
 
A discussion of the Board’s consideration and approval of the Management Agreement between the Funds and the Manager and the Investment Advisory Agreements between the sub-advisors and the Manager is available in the semi-annual reports dated June 30, 2006 for the S&P 500 Index, Small Cap Index, International Equity Index, TIPS, and Money Market Funds and April 30, 2006 for all other Funds.
 
William F. Quinn and Douglas G. Herring are the leaders of the Manager’s portfolio management team that has joint responsibility for the day-to-day management of the Funds, except for the Short-Term Bond and Money Market Funds. Mr. Quinn and Mr. Herring are responsible for developing each Fund’s investment program and recommending sub-advisors to the Funds’ Board of Trustees. In addition, Mr. Quinn, in conjunction with the team members listed below, oversees the sub-advisors, reviews each sub-advisor’s performance and allocates the Funds’ assets among the sub-advisors and the Manager, as applicable.
 

 
 
Prospectus About the Funds
51


 

     
Funds Under Management
 
Team Members
Balanced, Large Cap Value, Mid-Cap Value, Small Cap Value, Small Cap Value Opportunity, and Intermediate Bond
  Wyatt Crumpler
Adriana R. Posada
Large Cap Growth, S&P 500 Index, Small Cap Index, and International Equity Index
  Wyatt Crumpler
Cynthia Thatcher
International Equity, Emerging Markets, High Yield Bond, and Treasury Inflation Protected Securities
  Wyatt Crumpler
Kirk L. Brown
 
Mr. Quinn is Chairman and CEO of the Manager and has served on the portfolio management team since the inception of the Funds in 1987. Mr. Herring is President of the Manager and has served on the portfolio management team since September 2006. Prior to joining the Manager, Mr. Herring was Vice President and Controller of American Airlines, Inc. from August 1998 to March 2006. Mr. Crumpler joined the Manager in January 2007 as Vice President of Trust Investments and a member of the portfolio management team. From January 2004 to January 2007, Mr. Crumpler was Managing Director of Corporate Accounting at American Airlines, Inc. Prior to that time, he was Director of IT Strategy and Finance for American Airlines, Inc. Ms. Posada became Manager of Trust Investments and a member of the team in October 1998. Ms. Thatcher is Manager of Trust Investments and became a member of the team upon joining the Manager in December 1999. Mr. Brown is Managing Director of Trust and Alternative Investments, and he has served on the portfolio management team since February 1994. The Funds’ Statement of Additional Information (“SAI”) provides additional information about the members of the portfolio management team, including other accounts they manage, their ownership in the Funds they manage and their compensation.
 
Michael W. Fields oversees the team responsible for the portfolio management of the Short-Term Bond and Money Market Funds and a portion of the fixed income assets of the Balanced and Intermediate Bond Funds. Mr. Fields has been with the Manager since it was founded in 1986 and serves as Vice President of Fixed Income Investments. As the leader of the team, Mr. Fields determines the overall strategy for each Fund under his management. In addition to Mr. Fields, the team responsible for the portfolio management of the Balanced, Intermediate Bond and Short-Term Bond Funds includes Patrick A. Sporl and Gyeong Kim. Mr. Sporl has served as the Senior Portfolio Manager to the Balanced Fund since September 2001 and to the Intermediate Bond and Short-Term Bond Funds since January 1999. He is primarily responsible for implementing the strategy outlined by Mr. Fields by determining the Funds’ holdings and characteristics. Ms. Kim has served as Portfolio Manager to the Balanced Fund, Intermediate Bond and Short-Term Bond Funds since November 2002. Prior to becoming a Portfolio Manager, Ms. Kim had been the Manager of Credit Research and Analysis for the Manager since June 1998. She has responsibility for credit and relative value analysis of corporate bonds. The Funds’ SAI provides additional information about Mr. Fields, Mr. Sporl, and Ms. Kim, including other accounts they manage, their ownership in the Funds they manage and their compensation.
 
SSgA
 
 
The S&P 500 Index Fund invests all of its investable assets in the State Street Equity 500 Index Portfolio (the “State Street Portfolio”), which is advised by SSgA Funds Management Inc. (“SSgA FM”). SSgA FM is a subsidiary of State Street Corporation and is located at One Lincoln Street, Boston, Massachusetts 02111. As of December 31, 2006, SSgA FM managed approximately $121.7 billion in assets and, together with its affiliates, which comprise State Street Global Advisors (“SSgA”), the investment management business of State Street Corporation, managed approximately $1.7 trillion in assets. SSgA FM serves as investment advisor, and State Street Bank and Trust Company (“State Street”) serves as administrator, custodian and transfer agent to the State Street Portfolio. As compensation for SSgA FM’s services as investment advisor and State Street’s services as administrator, custodian and transfer agent (and for assuming ordinary operating expenses of the State Street Portfolio, including ordinary audit and legal expenses), State Street receives an advisory fee at an annual rate of 0.045% of the average daily net assets of the State Street Portfolio.
 
SSgA FM manages the State Street Portfolio using a team of investment professionals. The team approach is used to create an environment that encourages the flow of investment ideas. The portfolio managers within the team work together in a cohesive manner to develop and enhance techniques that drive the investment process for the respective investment strategy. This approach requires portfolio managers to share a variety of responsibilities including investment strategy and analysis while retaining responsibility for the implementation of the strategy within any particular portfolio. The approach also enables the team to draw upon the resources of other groups within the firm. Each portfolio management team is overseen by the SSgA Investment Committee. Key professionals involved in the day-to-day portfolio management for the State Street Portfolio include the following: James May and Karl Schneider. Mr. May is a Principal of SSgA and a Principal of SSgA FM. Mr. May is a Senior Portfolio Manager in SSgA FM’s Global Structured Products Team. Mr. May joined SSgA in 1991. Prior to joining the Global Structured Products Group, Mr. May worked in the SSgA Passive U.S. Equity Operations department as a Senior Analyst. As a member of the Developed Markets team, he worked on the formulation of trading strategies for index change trades, Russell reconstitution, and MSCI quarterly rebalancing and Provisional trades. Mr. Schneider is a Principal of SSgA and a Principal of SSgA FM. Mr. Schneider joined SSgA in 1996 as a member of the SSgA Global Fundamental Strategies Team. The Funds’ SAI provides additional information about Mr. May

 
About the Funds Prospectus
52


 

and Mr. Schneider, including other accounts they manage, their ownership in the State Street Portfolio and their compensation.
 
BlackRock Advisors
 
 
The Small Cap Index and International Equity Index Funds invest all of their investable assets in corresponding portfolios of the Quantitative Master Series Trust (“Index Trust”) with similar names and identical investment objectives. The Index Trust is managed by BlackRock Advisors, LLC, a Delaware limited liability company. BlackRock Advisors, LLC, on behalf of the Small Cap Index Series and International Index Series, has a sub-advisory agreement with BlackRock Investment Management, LLC (“BIM”), a Delaware limited liability company. BIM is responsible for the day-to-day management of corresponding portfolios of the Index Trust. BlackRock Advisors LLC and BIM (collectively, “BlackRock”) each is an indirect, wholly owned subsidiary of BlackRock, Inc., one of the world’s largest asset management firms with over $1 trillion in assets under management. Assets under management as of December 31, 2006 were approximately $1.1 trillion. BlackRock serves as investment advisor to the Index Trust. As compensation for providing investment advisory services (and for assuming ordinary operating expenses), BlackRock Advisors, LLC receives an annualized fee of 0.01% of the average daily net assets of the Master Small Cap Index Series and 0.01% of the average daily net assets of the International Index Series a portion of which it pays to BIM as compensation for its services as sub-advisor.
 
The Master Small Cap Index Series and the Master International Index Series (the “Series”) are managed by BlackRock’s Quantitative Index Management Team. The members of the team are Jeffrey L. Russo and Debra L. Jelilian. Mr. Russo and Ms. Jelilian are jointly and primarily responsible for the day to day management of each Series’ portfolio and the selection of each Series’ investments. Mr. Russo has been a Director of and portfolio manager with BlackRock since 2006. Prior to joining BlackRock, Mr. Russo was a Director of Merrill Lynch Investment Managers, L.P. (“MLIM”) from 2004 to 2006 and was a Vice President thereof from 1999 to 2004. He has been a member of the Series’ management team since 2000. Mr. Russo has eleven years’ experience as a portfolio manager and trader. Ms. Jelilian has been a Director of and portfolio manager with BlackRock since 2006. Prior to joining BlackRock, Ms. Jelilian was a Director of MLIM from 1999 to 2006 and has been a member of the Series’ management team since 2000. Ms. Jelilian has fourteen years’ experience in investing and in managing index investments. The Funds’ SAI provides additional information about Mr. Russo and Ms. Jelilian, including other accounts they manage, their ownership in the Series and their compensation.
 
The Sub-Advisors
 
 
The Manager is the sole investment advisor to the Money Market Fund and the Short-Term Bond Fund. Except for these Funds, each Fund’s assets are allocated among one or more sub-advisors by the Manager. The assets of the Intermediate Bond Fund are allocated by the Manager between the Manager and another sub-advisor. The assets of the Balanced Fund are allocated by the Manager among the Manager and three other sub-advisors. Each sub-advisor has discretion to purchase and sell securities for its segment of a Fund’s assets in accordance with the Fund’s objectives, policies, restrictions and more specific strategies provided by the Manager. Pursuant to an exemptive order issued by the SEC, the Manager is permitted to enter into new or modified investment advisory agreements with existing or new sub-advisors without approval of a Fund’s shareholders, but subject to approval of the Funds’ Board of Trustees (“Board”) and for those Funds that invest their assets in the Master Trust, approval of the Master Trust Board. The Prospectus will be supplemented if additional sub-advisors are retained or the contract with any existing sub-advisor is terminated.
 
Set forth below is a brief description of each sub-advisor and the portfolio managers with primary responsibility for the day-to-day management of the Funds. The Funds’ SAI provides additional information about the portfolio managers, including other accounts they manage, their ownership in the Funds they manage and their compensation.
 
BARROW, HANLEY, MEWHINNEY & STRAUSS, INC. (“Barrow”), 2200 Ross Avenue, 31st Floor, Dallas, Texas 75201, is a professional investment counseling firm that has been providing investment advisory services since 1979. The firm is a subsidiary of Old Mutual Asset Managers (US) LLC, which is a subsidiary of Old Mutual plc, an international financial services group. As of December 31, 2006, Barrow had discretionary investment management authority with respect to approximately $63 billion of assets, including approximately $2.9 billion of assets of AMR Corporation and its subsidiaries and affiliated entities. Barrow serves as a sub-advisor to the Balanced, Large Cap Value, Mid-Cap Value, Small Cap Value, Intermediate Bond, and Short-Term Bond Funds. The Manager does not presently intend to allocate any of the assets in the Short-Term Bond Fund to Barrow.
 
Barrow manages client assets on a team basis for their equity and fixed income strategies. The members of the team for each Fund are listed below.
 
         
        Business
Name and Title of
  Length of Service
  Experience
Portfolio Managers
 
to Fund
 
Past 5 Years
Balanced & Large Cap Value Funds
   
James P. Barrow
       
Portfolio Manager/Partner
  Since Inception   Portfolio
Manager/Barrow

 
 
Prospectus About the Funds
53


 

         
        Business
Name and Title of
  Length of Service
  Experience
Portfolio Managers
 
to Fund
 
Past 5 Years
Mid-Cap Value Fund
       
James P. Barrow
       
Portfolio Manager/Partner
  Since Inception   Portfolio
Manager/Barrow
Mark Giambrone
       
Portfolio Manager/Partner
  Since Inception   Portfolio
Manager/Barrow 1
Small Cap Value Fund
       
James S. McClure
       
Portfolio Manager
  Since 2003   Portfolio
Manager/Barrow
John P. Harloe
       
Portfolio Manager
  Since 2003   Portfolio
Manager/Barrow
Balanced & Intermediate Bond Funds
   
John S. Williams
       
Portfolio Manager
  Since Inception   Portfolio
Manager/Barrow
David H. Hardin
       
Portfolio Manager
  Since Inception   Portfolio
Manager/Barrow
J. Scott McDonald
       
Portfolio Manager
  Since 1994   Portfolio
Manager/Barrow
Mark C. Luchsinger
       
Portfolio Manager
  Since 1996   Portfolio
Manager/Barrow
Deborah A. Petruzzelli
       
Portfolio Manager
  Since 2002   Barrow/Victory
Capital 2
 
1
Prior to 2002, Mark Giambrone was an equity analyst with Barrow.
 
2
Prior to joining Barrow in 2002, Debbie Petruzzelli was a portfolio manager with Victory Capital.
 
Barrow’s equity portfolio managers and analysts work as a team for the purposes of generating and researching investment ideas within the large, mid, and small cap segments of the market. Individual equity security holdings and their weightings in Barrow’s portion of the Balanced, Large Cap Value, Mid-Cap Value, and Small Cap Value Funds are the result of input from both analysts and portfolio managers. However, the ultimate decision for inclusion and weighting in a Fund rests with the portfolio manager for large cap, and with the management team for mid and small cap strategies. While all of Barrow’s equity portfolio managers act as generalists, each portfolio manager also has a specific sector responsibility along with an analyst member of the team. This serves as an internal mentoring process, in addition to assuring that Barrow has adequate coverage across all sectors and market capitalization ranges.
 
Barrow manages its fixed income portion of the Balanced and Intermediate Bond Funds using a team approach, with investment strategy decisions resulting from a consensus of its fixed income professionals — five senior portfolio managers and two dedicated research analysts. All five portfolio managers are generalists, but each also has specific responsibilities for strategic focus on particular aspects of the marketplace and the portfolio structure strategy. Fixed income research responsibilities are divided among the team members, each specializing in areas in which they have particular expertise and interest. Individual bond selection decisions are also consistently made across all portfolios having similar investment objectives.
 
BRANDYWINE GLOBAL INVESTMENT MANAGEMENT, LLC (“Brandywine Global”), formerly known as Brandywine Asset Management, LLC, 2929 Arch Street, 8th Floor, Philadelphia, PA 19104, is a professional investment advisory firm founded in 1986. Brandywine Global is a wholly owned subsidiary of Legg Mason, Inc. As of December 31, 2006, Brandywine Global had assets under management totaling approximately $39.3 billion, including approximately $4.2 billion of assets of AMR Corporation and its subsidiaries and affiliated entities. Brandywine Global serves as a sub-advisor to the Balanced, Large Cap Value and Small Cap Value Funds.
 
Brandywine Global Portfolio Managers for the
Balanced and Large Cap Value Funds
 
 
Paul R. Lesutis, CFA, Managing Director, is a member of Brandywine Global’s Executive Committee and serves as lead Portfolio Manager of Brandywine Global’s fundamental large cap value equity strategy. In addition, he is responsible for research coverage of the Banks and Paper & Forest Products sectors, contributing insight and stock recommendations to all of Brandywine Global’s domestic equity products. Mr. Lesutis joined Brandywine Global in 1991 and has served as lead portfolio manager to Brandywine Global’s portion of the Balanced and Large Cap Value Funds since 1996.
 
Earl J. Gaskins, Managing Director, is a lead Portfolio Manager for Brandywine Global’s large cap value and socially responsible large cap value equity strategies and is Co-Manager for the fundamental large cap value equity strategy. He is responsible for research coverage of the Chemicals and Energy sectors, contributing industry insight and stock recommendations to all of Brandywine Global’s equity products. Mr. Gaskins has been with Brandywine Global since 1996 and has co-managed Brandywine Global’s portion of the Balanced and Large Cap Value Funds since 1996.
 
Stephen S. Smith, Managing Director, is a member of Brandywine Global’s Executive Committee, serves as co-lead Portfolio Manager for Brandywine Global’s fixed income and balanced strategies and also contributes his extensive knowledge of global markets and currencies to support the research efforts for international/global value equity strategies. Mr. Smith is also a member of Brandywine Global’s large cap value equity team and is responsible for research coverage of the Tobacco, Healthcare, and Financial Services industries, contributing insight and stock recommendations to all of Brandywine Global’s equity products. He joined Brandywine Global in 1991 and has served as a portfolio manager to Brandywine Global’s portion of the fixed income portion of the Balanced Fund since April 1996.

 
About the Funds Prospectus
54


 

 
Brandywine Global Portfolio Managers for the
Small Cap Value Fund
 
 
Henry F. Otto, Managing Director, is the founder and Co-Manager for Brandywine Global’s diversified value equity strategy and assists in ongoing research into value investing and designing quantitative evaluation tools. Mr. Otto is a member of Brandywine Global’s Executive Committee. He joined Brandywine Global in 1987 and has served as a portfolio manager to Brandywine Global’s portion of the Small Cap Value Fund since December 1998.
 
Steven M. Tonkovich, Managing Director, is a member of Brandywine Global’s Executive Committee, serves as Co-Manager for Brandywine Global’s diversified value equity strategy and is integral to ongoing research into value investing, to designing quantitative evaluation tools and to managing Brandywine Global’s information systems. Mr. Tonkovich has been with Brandywine Global since 1989 and has served as a portfolio manager to Brandywine Global’s portion of the Small Cap Value Fund since December 1998.
 
BROWN BROTHERS HARRIMAN & CO. (“BBH”), 140 Broadway, New York, New York 10005, is a privately held bank established in 1818. BBH has established a separately identifiable department, Brown Brothers Harriman Mutual Fund Advisory Department (“BBHMFAD”) to provide investment advice to mutual funds. As of December 31, 2006, BBH managed approximately $43.7 billion and BBHMFAD managed approximately $4.3 billion in assets, including approximately $17 million of assets of AMR Corporation and its subsidiaries and affiliated entities. BBH serves as a sub-advisor to the Treasury Inflation Protected Securities Fund.
 
James John Evans, Portfolio Manager for BBH and BBHMFAD, has managed a portion of the Treasury Inflation Protected Securities Fund since its inception in June 2004. Mr. Evans has served as a Portfolio Manager to BBH since 1996 and BBHMFAD since 2001.
 
CAUSEWAY CAPITAL MANAGEMENT LLC (“Causeway”), 11111 Santa Monica Blvd., Suite 1500, Los Angeles, California 90025, is an international and global equity investment management firm. Causeway began operations in June 2001. As of December 31, 2006, Causeway had approximately $18.2 billion in assets under management, including approximately $1.8 billion of assets of AMR Corporation and its subsidiaries and affiliated entities. Causeway serves as a sub-advisor to the International Equity Fund.
 
Causeway’s portion of the International Equity Fund is managed by a team of portfolio managers comprised of Sarah H. Ketterer, Harry W. Hartford, James A. Doyle, Jonathan P. Eng and Kevin Durkin.
 
Sarah H. Ketterer is the Chief Executive Officer of Causeway and is responsible for research in the global financials and healthcare sectors. Ms. Ketterer co-founded Causeway in June 2001. Prior to that, she was with the Hotchkis and Wiley division of Merrill Lynch Investment Managers, L.P. (“MLIM”) since 1996, where she was a Managing Director and co-head of the International and Global Value Equity Team in Los Angeles. Ms. Ketterer has co-managed the Fund since May 1993.
 
Harry W. Hartford is the President of Causeway and is responsible for research in the global financials and materials sectors. Mr. Hartford co-founded Causeway in June 2001. Prior to that, he was with the Hotchkis and Wiley division of MLIM since 1996, where he was a Managing Director and co-head of the International and Global Value Equity Team in Los Angeles. Mr. Hartford has co-managed the Fund since May 1994.
 
James A. Doyle is a Director of Causeway and is responsible for research in the global consumer discretionary, financials and information technology sectors. He joined the firm in June 2001. Previously, Mr. Doyle was with the Hotchkis and Wiley division of MLIM since 1997, where he was a Vice President and the head of investment research for the International and Global Value Equity Team in Los Angeles. Mr. Doyle has co-managed the Fund since January 2006.
 
Jonathan P. Eng is a Director of Causeway and is responsible for research in the consumer discretionary, industrials and materials sectors. Mr. Eng joined the firm in July 2001. From 1997 to July 2001, Mr. Eng was with the Hotchkis and Wiley division of MLIM in Los Angeles and London, where he was an equity research associate for the International and Global Value Equity Team. Mr. Eng has co-managed the Fund since January 2006.
 
Kevin Durkin is a Vice President of Causeway and is responsible for research in the global consumer staples, industrials and energy sectors. Mr. Durkin joined the firm in June 2001. From 1999 to June 2001, Mr. Durkin was with the Hotchkis and Wiley division of MLIM in Los Angeles, where he was an equity research associate for the International and Global Value Equity Team. Mr. Durkin has co-managed the Fund since January 2006.
 
DREMAN VALUE MANAGEMENT, LLC (“Dreman”), Harborside Financial Center, Plaza 10, Suite 800, Jersey City, New Jersey 07311, is an independently owned investment advisor founded in 1997, with predecessor firms dating back to 1977. As of December 31, 2006, Dreman had approximately $21.6 billion of assets under management, which included approximately $391 million of assets of AMR Corporation and its subsidiaries and affiliated entities. Dreman serves as a sub-advisor to the Small Cap Value Fund.
 
David N. Dreman is the Lead Portfolio Manager for Dreman’s portion of the Small Cap Value Fund. Mr. Dreman has over 30 years of investment experience and has served as Chairman and Chief Investment Officer of Dreman and its predecessor firms since 1977. Mr. Dreman has managed Dreman’s portion of the Fund since August 2005. Mark Roach and E. Clifton Hoover, Jr. serve as portfolio managers for Dreman’s portion of the Fund. Mr. Roach has been Managing Director and Portfolio

 
 
Prospectus About the Funds
55


 

Manager of Dreman since 2006. From 2002 to 2006, he was a Portfolio Manager at Vaughan Nelson Investment Management. Mr. Roach has managed Dreman’s portion of the Fund since November 2006. Mr. Hoover has been Managing Director and Co-Chief Investment Officer of Large Cap Value Strategy for Dreman since 2006. From 1997 to 2006, he was Managing Director and a Portfolio Manager at NFJ Investment Group. Mr. Hoover has managed Dreman’s portion of the Fund since November 2006.
 
FRANKLIN ADVISERS, INC. (“Franklin”), One Franklin Parkway, San Mateo, California 94403, is a wholly-owned subsidiary of Franklin Resources, Inc., a global investment organization operating as Franklin Templeton Investments. Franklin Templeton Investments provides global and domestic investment management services, through its Franklin, Templeton, Fiduciary Trust, Mutual Series, and Darby Investments subsidiaries. The San Mateo, CA-based company has over 60 years of investment experience and $552.9 billion in assets under management as of December 31, 2006. Of this amount, approximately $1.6 billion were assets of AMR Corporation and its subsidiaries and affiliated entities. Franklin serves as a sub-advisor to the High Yield Bond Fund.
 
Eric Takaha, Senior Vice President and Director of Corporate Credit and High Yield for the Franklin Templeton Fixed Income Group, is the lead portfolio manager of the team that has primary responsibility for managing Franklin’s portion of the Fund. Mr. Takaha joined Franklin’s High Yield team in 1989 and has managed Franklin’s portion of the Fund since September 2006. Chris Molumphy and Glenn Voyles share responsibility for investment decision-making with Mr. Takaha. Mr. Molumphy, Executive Vice President and Chief Investment Officer for the Franklin Templeton Fixed Income Group, joined Franklin in 1988 and has managed Franklin’s portion of the Fund since September 2006. Mr. Voyles, Vice President for the Franklin Templeton Fixed Income Group, joined Franklin in 1993 and has managed Franklin’s portion of the Fund since September 2006.
 
GOLDMAN SACHS ASSET MANAGEMENT, L.P. (“GSAM”), 32 Old Slip, New York, New York 10005, has been registered as an investment advisor with the SEC since 1990 and is an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”). As of December 31, 2006, GSAM along with other units of the Investment Management Division of Goldman Sachs, had assets under management of $664.4 billion, including approximately $40.3 million of assets of AMR Corporation and its subsidiaries and affiliates entities. GSAM serves as a sub-advisor to the Large Cap Growth Fund.
 
Melissa R. Brown is a Senior Portfolio Manager responsible for U.S. portfolios for GSAM’s Global Quantitative Equity (GQE) Group. A member of the GQE Investment Policy Committee, she is involved with all aspects of the portfolio management process. Ms. Brown joined Goldman in 1998 and began co-managing GSAM’s portion of the Large Cap Growth Fund as of its inception in July 2000.
 
Gary Chropuvka, Managing Director, is Head of Portfolio Implementation for GSAM’s GQE Group. He is responsible for the day-to-day implementation and trading of the Fund. Mr. Chropuvka is also a member of the GQE Investment Policy Committee. Gary joined GSAM in March 1998 working on private equity partnerships and became a co-manager to GSAM’s portion of the Fund in July 2000.
 
HOTCHKIS AND WILEY CAPITAL MANAGEMENT, LLC (“Hotchkis”), 725 South Figueroa Street, 39th Floor, Los Angeles, California 90017, is a professional domestic equity management firm. Hotchkis was formed in October 2001 from the key domestic equity management personnel at Merrill Lynch Investment Managers, L.P., a former sub-advisor to the Funds. As of December 31, 2006, Hotchkis had approximately $35.5 billion in assets under management, including approximately $1.5 billion of assets of AMR Corporation and its subsidiaries and affiliated entities. Hotchkis serves as a sub-advisor to the Balanced, Large Cap Value and Small Cap Value Funds.
 
In addition to the Funds, Hotchkis manages institutional separate accounts and is the advisor and sub-advisor to other mutual funds. The investment process is the same for similar accounts, including the Funds and is driven by team-oriented, in-depth, fundamental research. The investment research staff is organized by industry coverage and supports all of the accounts managed in each of Hotchkis’ investment strategies. Weekly research meetings provide a forum where analysts and portfolio managers discuss current investment ideas within their assigned industries. Generally, the entire investment team, or a sub-set of the team, then debates the merits of recommendations, taking into account the prevailing market environment, the portfolio’s current composition, and the relative value of alternative investments. The culmination of this process is the formation of a “target portfolio” for each investment strategy representing the best investment ideas with appropriate weights for each of the holdings.
 
Although the Balanced (equity portion), Large Cap Value and Small Cap Value Funds are managed by Hotchkis’ investment team, Hotchkis has identified the five portfolio managers with the most significant responsibility for Hotchkis’ portion of each Fund’s assets. This list does not include all members of the investment team.
 
Hotchkis Portfolio Managers for the
Balanced and Large Cap Value Funds
 
 
George Davis, Patricia McKenna, Sheldon Lieberman, Stan Majcher, and David Green participate in the investment decision process during the group meetings in which the team decides the stock/weight selection for the target portfolio. They have authority to direct trading activity for the Funds. Mr. Majcher and Mr. Green are jointly responsible for the day-to-day management of the

 
 
About the Funds Prospectus
56


 

Funds’ cash flows, which includes directing the Funds’ purchases and sales to ensure that the Funds’ holdings remain reflective of the “target portfolio.”
 
Mr. Davis, currently Principal, Portfolio Manager and Chief Executive Officer, joined Hotchkis in 1988 as Portfolio Manager and Analyst and became a portfolio manager to Hotchkis’ portion of the Funds at that time. Ms. McKenna, currently Principal and Portfolio Manager, joined Hotchkis in 1995 as Portfolio Manager and Analyst, at which time she began managing Hotchkis’ portion of the Funds. Mr. Lieberman, currently Principal and Portfolio Manager, joined Hotchkis in 1994 as Portfolio Manager and Analyst and has managed Hotchkis’ portion of the Funds since then. Mr. Majcher, currently Principal and Portfolio Manager, joined Hotchkis in 1996 as Analyst and became Portfolio Manager in 1999. He has served as portfolio manager to Hotchkis’ portion of the Funds since 1999. Mr. Green, currently Principal and Portfolio Manager, joined Hotchkis in 1997 as Portfolio Manager and Analyst. He has managed Hotchkis’ portion of the Funds since 1997.
 
Hotchkis Portfolio Managers for the
Small Cap Value Fund
 
 
David Green, Jim Miles, Stan Majcher, George Davis, and Judd Peters participate in the investment decision process during the group meetings in which the team decides the stock/weight selection for the target portfolio. They have authority to direct trading activity for Hotchkis’ portion of the Fund. Mr. Green, Mr. Miles and Mr. Majcher are jointly responsible for the day-to-day management of the Fund’s cash flows, which includes directing the Fund’s purchases and sales to ensure that the Fund’s holdings remain reflective of the “target portfolio.”
 
Mr. Green, currently Principal and Portfolio Manager, joined Hotchkis in 1997 as Portfolio Manager and Analyst. He has managed Hotchkis’ portion of the Fund since 1999. Mr. Miles, currently Principal and Portfolio Manager, joined Hotchkis in 1995 as Portfolio Manager and Analyst. He has served as portfolio manager to Hotchkis’ portion of the Fund since 1999. Mr. Majcher, currently Principal and Portfolio Manager, joined Hotchkis in 1996 as Analyst and became Portfolio Manager in 1999, at which time he became a portfolio manager to Hotchkis’ portion of the Fund. Mr. Davis, currently Principal, Portfolio Manager and Chief Executive Officer, joined Hotchkis in 1988 as Portfolio Manager and Analyst. He has served as portfolio manager to Hotchkis’ portion of the Funds since 1999. Mr. Peters, currently Portfolio Manager, joined Hotchkis in 1999 as an Analyst and became Portfolio Manager in 2002. He has served as portfolio manager to Hotchkis’ portion of the Fund since 2002.
 
LAZARD ASSET MANAGEMENT LLC (“Lazard”), 30 Rockefeller Plaza, New York, New York 10112, an SEC registered investment advisor, is a subsidiary of Lazard Frères & Co. LLC, a registered broker-dealer. Lazard and its affiliates provided investment management services to client discretionary accounts with assets totaling approximately $97.7 billion as of December 31, 2006, including approximately $1.1 billion of assets of AMR Corporation and its subsidiaries and affiliated entities. Lazard serves as a sub-advisor to the International Equity Fund.
 
The following individuals comprise Lazard’s International Equity management team, which is responsible for the day to day management of a portion of the International Equity Fund. Responsibility is shared equally among each member of the team.
 
John R. Reinsberg is a Deputy Chairman of Lazard with responsibility for international and global products. He also oversees the day-to-day operations of Lazard’s International Equity investment team. He joined Lazard in 1992 and began working in the investment field in 1981. Mr. Reinsberg has managed Lazard’s portion of the Fund since March 1999.
 
Michael A. Bennett is a Managing Director of Lazard and a Portfolio Manager for the International Equity, International Equity Select, European Equity Select, and Global Equity teams. He joined Lazard in 1992 and has worked in the investment field since 1987. Mr. Bennett has managed Lazard’s portion of the Fund since May 2003.
 
Michael G. Fry joined Lazard in 2005 as a Managing Director and is also a Managing Director and Portfolio Manager within Lazard Asset Management Limited in London. From 1995 to 2005, Mr. Fry held several positions at UBS Global Asset Management, including Lead Portfolio Manager and Head of Global Equity Portfolio Management, Global Head of Equity Research and Head of Australian Equities. Mr. Fry began working in the investment field in 1987. He has managed Lazard’s portion of the Fund since November 2005.
 
METROPOLITAN WEST CAPITAL MANAGEMENT, LLC (“MetWest Capital”), 610 Newport Center Drive, Suite 1000, Newport Beach, California 92660, is an SEC registered investment advisor founded in 1997. The firm is majority owned by Evergreen Investments, a division of Wachovia Corporation and minority owned by its key professionals. As of December 31, 2006, MetWest Capital had approximately $6.9 billion of assets under management, which included approximately $1.4 billion of assets of AMR Corporation and its subsidiaries and affiliated entities. MetWest Capital serves as a sub-advisor to the Large Cap Value and Small Cap Value Funds.
 
Howard Gleicher oversees the MetWest Capital investment team with responsibility for a portion of the Large Cap Value Fund. Mr. Gleicher has served as Chief Investment Officer since MetWest Capital’s inception in August 1997 and has managed MetWest Capital’s portion of the Large Cap Value Fund since November 2000. In addition to Mr. Gleicher, the Large Cap Value Fund’s investment team includes Gary W. Lisenbee, David M. Graham, Jeffrey Peck, and Jay Cunningham. Mr. Lisenbee has served as President since MetWest Capital’s inception in August 1997 and has managed MetWest Capital’s portion of the Large Cap Value Fund since November 2000.

 
 
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Mr. Graham has served as Research Analyst since September 2000 and has managed MetWest Capital’s portion of the Large Cap Value Fund since November 2000. From May 2000 through September 2000, he was a Senior Portfolio Manager and Research Analyst at Wells Fargo. From 1987 through 1999, he served as Vice President and Director of Research at Palley-Needelman Asset Management, Inc. Mr. Peck has served as Research Analyst since March 2004 and has managed MetWest Capital’s portion of the Large Cap Value Fund since that time. From 2002 to March 2004, he was an equity research analyst with Janney Montgomery Scott, LLC. From 1998 through November 2001, he served as an equity research analyst at Bear Stearns & Company, Inc. Mr. Cunningham has served as Research Analyst since November 2005 and has managed MetWest Capital’s portion of the Large Cap Value Fund since May 2006. From August 2003 to November 2005, he was a Senior Analyst with Hibernia Southcoast Capital. From June 2001 through July 2003, he served as a Senior Analyst for AIM Investments.
 
Gary W. Lisenbee and Samir Sikka have joint responsibility for managing MetWest Capital’s portion of the Small Cap Value Fund. Mr. Lisenbee has managed the Fund since August 2005. Mr. Sikka has served as Co-Lead Strategist since February 2007, Research Analyst since July 2006, and has managed MetWest Capital’s portion of the Small Cap Value Fund since July 2006. From April 1999 to February 2006, he was a Senior Analyst with Trust Company of the West. In addition to Messrs. Lisenbee and Sikka, the Small Cap Value Fund’s investment team also includes Mrs. Ellie Chizmarova. Mrs. Chizmarova has served as a Research Analyst since June 2003 and has managed MetWest Capital’s portion of the Small Cap Value Fund since August 2005. From 2001 to June 2003, she was a Technical Support Analyst with MetWest Capital.
 
MORGAN STANLEY INVESTMENT MANAGEMENT INC. (“MSIM Inc.”), 1221 Avenue of the Americas, New York, New York 10020, is a direct subsidiary of Morgan Stanley. As of December 31, 2006, MSIM Inc., together with its affiliated asset management companies, managed assets of approximately $492.2 billion, including approximately $398.5 million of assets of AMR Corporation and its subsidiaries and affiliated entities. MSIM Inc. serves as a sub-advisor to the Emerging Markets Fund.
 
MSIM Inc. has entered into a sub-advisory agreement, whereby MSIM Inc. may delegate certain of its investment advisory services to Morgan Stanley Investment Management Company (“MSIM Company”), an affiliated investment adviser located at 23 Church Street, #16-01 Capital Square, Singapore, Singapore 049481.
 
MSIM Inc.’s Emerging Markets Equity team manages a portion of the Emerging Markets Fund. The team consists of portfolio managers and analysts who work collaboratively when making portfolio decisions. Members of the team who are jointly and primarily responsible for the day-to-day management of the Fund are: Ruchir Sharma, a Managing Director of MSIM Inc., James Cheng, a Managing Director of MSIM Company, and Paul Psaila, Eric Carlson, William Scott Piper and Ana Cristina Piedrahita, each an Executive Director of MSIM Inc.
 
Mr. Sharma has been associated with MSIM Inc. in an investment management capacity since 1996 and has managed MSIM Inc.’s portion of the Emerging Markets Fund since its inception in 2000. Mr. Cheng has been associated with MSIM Company in an investment management capacity and has been a member of the team managing MSIM Inc.’s portion of the Emerging Markets Fund since August 2006. Prior to joining MSIM Company, Mr. Cheng worked in an investment management capacity at Invesco Asia Limited, Asia Strategic Investment Management Limited and Munich Re Asia Capital Management Limited. Mr. Psaila has been associated with MSIM Inc. in an investment management capacity since 1994 and has been a member of the team managing MSIM Inc.’s portion of the Emerging Markets Fund since its inception in 2000. Mr. Carlson has been associated with MSIM Inc. in an investment management capacity since September 1997 and has been a member of the team managing MSIM Inc.’s portion of the Emerging Markets Fund since August 2006. Mr. Piper has been associated with MSIM Inc. in an investment management capacity since December 2002 and has been a member of the team managing MSIM Inc.’s portion of the Emerging Markets Fund since August 2006. Prior to joining MSIM Inc., Mr. Piper was a portfolio manager at Deltec Asset Management. Ms. Piedrahita has been associated with MSIM Inc. in an investment management capacity since January 2002 and has been a member of the team managing MSIM Inc.’s portion of the Emerging Markets Fund since August 2006. Prior to joining MSIM Inc., Ms. Piedrahita was an equity analyst at Fidelity Investments.
 
Mr. Sharma is the lead portfolio manager and is responsible for overall portfolio performance and construction. Mr. Sharma focuses on country allocation, relying heavily on input from the regional co-portfolio manager teams who are responsible for stock selection for their respective regions. Portfolio managers generally specialize by region, with the exception of a few specialized groups focusing on specific sectors.
 
NISA INVESTMENT ADVISORS, LLC (“NISA”), 150 N. Meramec Avenue, Suite 640, St. Louis, Missouri 63105, is an employee-owned investment advisory firm that began managing assets in 1994. As of December 31, 2006, NISA had assets of approximately $28.8 billion under management, including approximately $1.9 billion of assets of AMR Corporation and its subsidiaries and affiliated entities. NISA serves as a sub-advisor to the Treasury Inflation Protected Securities Fund.
 
NISA’s Investment Committee develops the investment strategy for NISA’s portion of the Treasury Inflation Protected Securities Fund. The Investment Committee comprises Dr. Jess Yawitz, Dr. William Marshall and Mr. Ken Lester. Dr. Yawitz is NISA’s Chairman and Chief Executive Officer. Dr. Marshall is NISA’s President. Mr. Lester is

 
 
About the Funds Prospectus
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NISA’s Managing Director, Fixed Income and Derivatives. Each has held these or comparable positions since the firm’s inception in 1994. Drs. Yawitz and Marshall lead the portfolio management team that has joint responsibility for the day-to-day management of NISA’s portion of the Fund and oversee the personnel responsible for implementing the strategy. Although Mr. Lester is part of the Investment Committee, he has no other direct involvement with the Fund. Mohan Balachandran and Anthony Pope, Senior Investment Officers, Fixed Income Trading, are responsible for implementing NISA’s strategy for the Fund on a day-to-day basis. Dr. Balachandran and Mr. Pope have served as Fixed Income Investment Officers since 1997 and 1999, respectively. The NISA portfolio management team has managed NISA’s portion of the Fund since its inception in June 2004.
 
OPUS CAPITAL GROUP, LLC (“Opus”), 1 West Fourth Street, 25th Floor, Cincinnati, Ohio 45202, is an employee-owned registered investment advisor established in 1996. As of December 31, 2006, Opus had assets under management of approximately $1.1 billion, including approximately $475 million of assets of AMR Corporation and its subsidiaries and affiliated entities. Opus serves as a sub-advisor to the Small Cap Value Fund.
 
The Investment Committee at Opus is comprised of Len Haussler, President and Portfolio Manager, Kevin Whelan, Vice President and Portfolio Manager, and Jon Detter, Portfolio Manager. Opus has a team approach to the buying and selling of individual securities, and a consensus is usually formed before any purchase or sale of a security is initiated. If there is a lack of consensus, the Portfolio Manager makes the final decision. If the Portfolio Manager is out of the office and unavailable for consultation, the remaining members of the Investment Committee are authorized to make investment decisions.
 
Len A. Haussler co-founded Opus in 1996 and serves as the lead portfolio manager for the firm. Mr. Haussler develops the investment strategy, directs investments and oversees trading for all client portfolios. He has over 25 years of investment experience and has managed Opus’ portion of the Small Cap Value Fund since January 2005.
 
Kevin P. Whelan has served as Vice President and Portfolio Manager of Opus since 1998. He is primarily responsible for conducting research and directing trades. Mr. Whelan has over nine years of investment experience and has managed Opus’ portion of the Fund since January 2005.
 
Jonathon M. Detter has served as Portfolio Manager for Opus since 2003. He is primarily responsible for conducting research and directing trades. Prior to joining Opus, Mr. Detter valued private and public firms at Valuation Research Company and Arthur Andersen LLP. He has over five years of investment and valuation experience and has managed Opus’ portion of the Fund since January 2005.
 
PANAGORA ASSET MANAGEMENT, INC. (“PanAgora”), 260 Franklin Street, 22nd Floor, Boston, Massachusetts 02110, is an independently operated Delaware corporation that is majority owned by Putnam Investments and minority owned by Nippon Life Insurance. Putnam Investments is a majority owned subsidiary of Marsh & McLennan Companies, Inc., a publicly traded company. PanAgora was established in 1985 as part of The Boston Company Asset Management and registered as an investment advisor with the SEC in September of 1989. As of December 31, 2006, PanAgora had assets of approximately $22.6 billion under management, which included approximately $6.2 million of assets of AMR Corporation and its subsidiaries and affiliated entities. PanAgora serves as sub-advisor to the Small Cap Value Opportunity Fund.
 
PanAgora’s investment team for the Fund consists of Brian R. Bruce, Richard T. Wilk, John W. Griffin, and George D. Mussalli, who have all managed the Fund since its inception in 2006. The team shares responsibility for the investment process, including research and trading.
 
Brian R. Bruce is Director and Head of Equity Investments for PanAgora. He is responsible for all equity strategies at PanAgora. He is also a member of PanAgora’s Management and Investment Committees. Mr. Bruce joined PanAgora in 1999. He is also a Visiting Professor of Investments at Baylor University and Editor-In-Chief of Institutional Investor’s Journal of Investing.
 
Richard T. Wilk is Director of Equity Investments for PanAgora. Mr. Wilk is responsible for the daily research and management of PanAgora’s active equity strategies. He is also a member of PanAgora’s Investment and Management Committees. Mr. Wilk has been with PanAgora and its predecessor organization since 1985.
 
John W. Griffin is a Portfolio Manager responsible for the research and daily management of active equity investments at PanAgora. He joined PanAgora in 2000.
 
George D. Mussalli is a Portfolio Manager responsible for U.S. active equity investments at PanAgora. Before joining PanAgora in 2004, he had been a Vice President and Portfolio Manager on Putnam Investments’ Structured Equity team since 2000.
 
POST ADVISORY GROUP, LLC (“Post”), 11755 Wilshire Blvd., Suite 1400, Los Angeles, California 90025, is a high yield fixed income management firm and the successor advisory entity of Post Advisory Group, Inc., initially founded by Lawrence Post in April 1992. Post is majority owned by Principal Global Investors, LLC. As of December 31, 2006, Post had assets under management totaling approximately $9 billion, including approximately $286 million of assets of AMR Corporation and its subsidiaries and affiliated entities. Post serves as sub-advisor to the High Yield Bond Fund.
 
As a firm, Post utilizes a co-manager system to protect the client and to ensure continuity of performance. The High

 
 
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Yield Bond Fund has been managed by Lawrence Post since its inception in December 2000, and Allan Schweitzer became co-manager in 2004. Lawrence Post, Chief Executive Officer, President and Chief Investment Officer of Post, has overall responsibility for the Fund’s portfolio and investment process. Mr. Post has over 30 years of experience in the investment business, including 25 years in the high yield bond area. Mr. Schweitzer joined Post in 2000 from Trust Company of the West where he was a senior high yield analyst specializing in healthcare, media, and lodging research. He has over twelve years of experience in the high yield bond area.
 
PZENA INVESTMENT MANAGEMENT, LLC (“Pzena”), 120 West 45th Street, 20th Floor, New York, New York 10036, is a majority employee-owned investment management firm founded in 1995. As of December 31, 2006, Pzena had assets of approximately $27.3 billion under management, including approximately $51.1 million of assets of AMR Corporation and its subsidiaries and affiliated entities. Pzena serves as a sub-advisor to the Mid-Cap Value Fund.
 
Investment decisions for the portion of the Mid-Cap Value Fund sub-advised by Pzena are made by a three-person investment team. The team consists of Richard S. Pzena, John P. Goetz and Manoj Tandon. Each member has equal weight in determining how research findings are translated into an earnings model. Further, all decisions require unanimous consent of the three individuals. Should one of the members become unavailable for either planned or unplanned reasons, the remaining members would continue the process.
 
Mr. Pzena is Managing Principal, Chief Executive Officer, Co-Chief Investment Officer and Founder of Pzena. He has served on the portfolio management team since the inception of the Mid-Cap Value Fund in June 2004 and has been with Pzena since its inception in January 1996. Mr. Goetz is a Managing Principal and Co-Chief Investment Officer of Pzena as of January 1, 2005. Prior to becoming Co-CIO, Mr. Goetz was Director of Research for Pzena. He has also served on the Fund’s portfolio management team since its inception and has been with Pzena since 1996. Manoj Tandon is a Principal and Portfolio Manager at Pzena. Prior to joining Pzena in 2002, Mr. Tandon was Associate Analyst for the Global Software and IT Services Strategy team at Deutsche Bank and a member of its Enterprise Software Research team from 1999 to 2002. He began managing Pzena’s portion of the Fund in January 2006.
 
SSgA FUNDS MANAGEMENT, INC. (“SSgA FM”), One Lincoln Street, Boston, Massachusetts 02111, is a subsidiary of State Street Corporation and an affiliate of State Street Bank and Trust Company. As of December 31, 2006, SSgA FM managed approximately $121.7 billion in assets and, together with its affiliates, which comprise State Street Global Advisors (“SSgA”), the investment management business of State Street Corporation, managed approximately $1.7 trillion in assets. SSgA FM serves as the sub-advisor to the Small Cap Value Fund.
 
SSgA FM’s portion of the Small Cap Value Fund is managed by a team of investment professionals. The team approach is used to create an environment that encourages the flow of investment ideas. The portfolio managers within the team work together in a cohesive manner to develop and enhance techniques that drive the investment process for the respective investment strategy. This approach requires portfolio managers to share a variety of responsibilities including investment strategy and analysis while retaining responsibility for the implementation of the strategy within any particular portfolio. The approach also enables the team to draw upon the resources of other groups within the firm. Each portfolio management team is overseen by the SSgA Investment Committee. Key professionals involved in the day-to-day portfolio management for the Small Cap Value Fund include the following: Chuck Martin is a Vice President of SSgA and a Principal of SSgA FM and has served as a Portfolio Manager in the SSgA Enhanced Equity Group since 2001. Prior to joining SSgA, Mr. Martin was an equity analyst at SunTrust Equitable Securities. Ric Thomas is a Managing Director of SSgA and a Principal of SSgA FM and has served as Department Head and Deputy Department Head of the SSgA Enhanced Equity Group since 1998. Mr. Martin and Mr. Thomas have managed SSgA FM’s portion of the Small Cap Value Fund since August 2005.
 
TEMPLETON INVESTMENT COUNSEL, LLC (“Templeton”), 500 East Broward Blvd., Suite 2100, Fort Lauderdale, Florida 33394, is an indirect wholly owned subsidiary of Franklin Resources, Inc., a global investment organization operating as Franklin Templeton Investments. Franklin Templeton Investments provides global and domestic investment management services, through its Franklin, Templeton, Mutual Series and Fiduciary Trust subsidiaries. The San Mateo, CA-based company has over 60 years of investment experience and more than $552.9 billion in assets under management as of December 31, 2006. Of this amount, approximately $1.6 billion were assets of AMR Corporation and its subsidiaries and affiliated entities. Templeton serves as a sub-advisor to the International Equity Fund.
 
Gary P. Motyl has served as a portfolio manager to Templeton’s portion of the International Equity Fund since the Fund’s inception in August 1991. Mr. Motyl is President of Templeton and Chief Investment Officer of Templeton Institutional Global Equities. He joined Templeton in 1981.
 
THE BOSTON COMPANY ASSET MANAGEMENT, LLC (“The Boston Company”), One Boston Place, Boston, Massachusetts 02108, is a subsidiary of Mellon Financial Corporation. Assets under management as of December 31, 2006 were $72.7 billion, including approximately $2.0 billion of assets of AMR Corporation and its subsidiaries and affiliated entities. Certain of the assets managed by The Boston Company are managed as dual officers of affiliated entities. The Boston Company serves as a sub-advisor to the Small Cap Value, International Equity and Emerging Markets Funds.

 
 
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The Boston Company Portfolio Managers for the
Small Cap Value Fund
 
 
Joseph M. Corrado, Senior Vice President, is the lead portfolio manager for the US Small Cap Value Equity strategy for The Boston Company and he oversees the US Small Cap Value team. Mr. Corrado joined The Boston Company in 1986. Stephanie K. Brandaleone, Vice President, and Edward R. Walter, Vice President, have served as US Small Cap Value Equity portfolio managers for The Boston Company since February 1999 and May 2004, respectively. Prior to becoming portfolio managers, both Ms. Brandaleone and Mr. Walter served as research analysts, and they continue to fulfill certain research responsibilities in conjunction with their portfolio management duties. Ms. Brandaleone’s research role involves covering a broad range of industries and special situations, while Mr. Walter focuses on the Health Care, Technology, Business Services and Industrial sectors. Mr. Corrado, Ms. Brandaleone and Mr. Walter have managed a portion of the Small Cap Value Fund since September 2004.
 
The Boston Company Portfolio
Managers for the Emerging Markets
and International Equity Funds
 
 
D. Kirk Henry is the Director of International Value Equities for The Boston Company. He is the lead portfolio manager for the International Value and Emerging Markets strategies. Mr. Henry joined The Boston Company in 1994. He has served as a portfolio manager for a portion of the Emerging Markets Fund since August 2000 and a portion of the International Equity Fund since September 2004. Clifford A. Smith, Senior Vice President, and Carolyn M. Kedersha, Senior Vice President, have been with The Boston Company since 1998 and 1988, respectively. Prior to becoming portfolio managers in March 2003, they each served as research analysts. Mr. Smith has served as a portfolio manager for a portion of the International Equity Fund since September 2004, and Ms. Kedersha has served as a portfolio manager to a portion of the Emerging Markets Fund since March 2003. Both Mr. Smith and Ms. Kedersha continue to conduct research on a variety of regions and sectors. Mr. Smith focuses on global technology and European capital goods companies, while Ms. Kedersha targets companies located in the United Kingdom, Greece, Egypt, Turkey, Israel, Russia, and Latin America.
 
THE RENAISSANCE GROUP LLC (“Renaissance”), The Baldwin Center, 625 Eden Park Drive, Suite 1200, Cincinnati, Ohio 45202, is an investment advisor that has specialized in growth equity management since 1978. Renaissance operates under the name of Renaissance Investment Management and is majority owned by Affiliated Managers Group, Inc., a publicly traded asset management company. As of December 31, 2006, Renaissance had $6.0 billion in assets under management, which included approximately $40.2 million of assets of AMR Corporation and its subsidiaries and affiliated entities. Renaissance serves as a sub-advisor to the Large Cap Growth Fund.
 
Michael E. Schroer, Renaissance’s Chief Investment Officer and Managing Partner, serves as portfolio manager for Renaissance’s portion of the Large Cap Growth Fund. Mr. Schroer joined Renaissance in 1984 and has managed Renaissance’s portion of the Fund since September 2006.
 
All other assets of AMR Corporation and its affiliates under management by each respective sub-advisor (except assets managed by Barrow and NISA under the HALO Bond Program) are considered when calculating the fees for each sub-advisor. Including these assets lowers the investment advisory fees for each applicable Fund.
 
Valuation of Shares
 
 
The price of each Fund’s shares is based on its net asset value (“NAV”) per share. Each Fund’s NAV is computed by adding total assets, subtracting all of the Fund’s liabilities, and dividing the result by the total number of shares outstanding. Securities held by the Money Market Fund are valued in accordance with the amortized cost method, which is designed to enable that Fund to maintain a stable NAV of $1.00 per share. Equity securities are valued based on market value. Debt securities (other than short-term securities) usually are valued on the basis of prices provided by a pricing service. In some cases, the price of debt securities is determined using quotes obtained from brokers.
 
Securities may be valued at fair value, as determined in good faith and pursuant to procedures approved by a Fund’s or Portfolio’s applicable Board of Trustees, under certain limited circumstances. For example, fair value pricing will be used when market quotations are not readily available or reliable, as determined by the Manager, such as when (i) trading for a security is restricted or stopped; (ii) a security’s trading market is closed (other than customary closings); or (iii) a security has been de-listed from a national exchange. A security with limited market liquidity may require fair value pricing if the Manager determines that the available price does not reflect the security’s true market value. In addition, if a significant event that the Manager determines to affect the value of one or more securities held by a Fund occurs after the close of a related exchange but before the determination of the Fund’s NAV, fair value pricing may be used on the affected security or securities. Fair value pricing may be used by any of the Funds, but certain Funds are more likely to hold securities requiring fair value pricing. The Emerging Markets Fund, International Equity Fund and Master International Index Series often fair value securities as a result of significant events occurring after the close of the foreign markets in which these Funds invest. In addition, the High Yield Bond Fund may invest in illiquid securities requiring fair value pricing.
 
Attempts to determine the fair value of securities introduce an element of subjectivity to the pricing of securities. As a result, the price of a security determined through fair valuation techniques may differ from the

 
 
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price quoted or published by other sources and may not accurately reflect the market value of the security when trading resumes. If a reliable market quotation becomes available for a security formerly valued through fair valuation techniques, the Manager compares the new market quotation to the fair value price to evaluate the effectiveness of the Funds’ fair valuation procedures. If any significant discrepancies are found, the Manager may adjust the Funds’ fair valuation procedures.
 
The NAV of Institutional Class shares will be determined based on a pro rata allocation of the Fund’s or Portfolio’s (as applicable) investment income, expenses and total capital gains and losses. Except for the Money Market Fund, each Fund’s NAV per share is determined as of the close of the New York Stock Exchange (“Exchange”), generally 4:00 p.m. Eastern Time, on each day on which it is open for business. The NAV per share for the Money Market Fund is typically determined as of 5:00 p.m. Eastern Time, on each day on which the Exchange is open for business. On days when the financial markets in which the Money Market Fund invests close early, the NAV may be calculated as of the earlier close of those markets. In addition to the days the Exchange is closed, the Money Market Fund is also not open and no NAV is calculated on Columbus Day and Veterans Day. In certain limited circumstances, the Money Market Fund, at its discretion, may designate other days as a business day on which it will accept purchases and redemptions (but typically not exchanges between the Money Market Fund and another American Beacon Fund). Because the International Equity, Emerging Markets, and International Equity Index Funds (the “International Funds”) invest in securities primarily listed on foreign exchanges that trade on days when the Funds do not price their shares, the NAV per share of the International Funds may change on days when shareholders will not be able to purchase or redeem the International Funds’ shares.
About Your Investment
 
Purchase and Redemption of Shares
 
 
Eligibility
 
 
Institutional Class shares are offered without a sales charge to investors who make an initial investment of at least $2 million, including:
 
•  agents or fiduciaries acting on behalf of their clients (such as employee benefit plans, personal trusts and other accounts for which a trust company or financial advisor acts as agent or fiduciary);
•  endowment funds and charitable foundations;
•  employee welfare plans that are tax-exempt under Section 501(c)(9) of the Internal Revenue Code of 1986, as amended (“Code”);
•  qualified pension and profit sharing plans;
•  cash and deferred arrangements under Section 401(k) of the Code;
•  corporations; and
•  other investors who make an initial investment of at least $2 million.
 
The Manager may allow a reasonable period of time after opening an account for an investor to meet the initial investment requirement. In addition, for investors such as trust companies and financial advisors who make investments for a group of clients, the minimum initial investment can be met through an aggregated purchase order for more than one client.
 
The Small Cap Value Fund closed to new investors as of the close of business on Friday, February 4, 2005. The Fund will continue to accept additional investments (including reinvestments of dividends and capital gains distributions) from: (1) shareholders of the Fund who had open accounts on February 4, 2005; (2) participants in most qualified retirement plans if the Fund was designated as an available option as of February 4, 2005; (3) investors who had previously committed to invest in the Fund but whose accounts were not yet funded as of February 4, 2005; and (4) existing accounts managed on a discretionary basis by registered investment advisors that included the Fund in their discretionary account program as of February 4, 2005. Investors through financial intermediaries who did not have a funded position through the intermediary prior to February 4, 2005 will not be allowed to establish a new position after that date. In the case of mergers, reorganizations, acquisitions or other business combinations in which one or more companies involved in the transaction currently offer the Fund as an investment option to retirement plan participants, a company that, as a result of such transaction becomes affiliated with the company currently offering the Fund (as a parent company, subsidiary, sister company or otherwise), may request to add the Fund as an investment option under its retirement plan. In addition, there may be circumstances where a company currently offering the Fund as an investment option under its retirement plan may wish to consolidate available investment options under its plan and, as a result, transfer significant assets to the Fund. Such requests will be reviewed by the Manager on an individual basis, taking into consideration whether the addition of the Fund may negatively impact existing Fund shareholders.
 
Opening an Account
 
 
A completed, signed application is required to open an account. You may obtain an application form by:
 
•  calling 1-800-967-9009, or
•  downloading an account application on the Funds’ website at www.americanbeaconfunds.com.
 
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an

 
 
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account. When you open an account, we will ask for information that will allow us to identify you. Non-public corporations and other entities may be required to provide articles of incorporation, trust or partnership agreements, tax ID numbers, and other documentation. The Funds are required by law to reject your new account application if the required identifying information is not provided.
 
Complete the application, sign it and
     
Mail to:
  or Fax to:
American Beacon Funds   (817) 931-8803
4151 Amon Carter Blvd.
MD 2450
Fort Worth, TX 76155
   
 
Purchase Policies
 
 
Shares of the Funds are offered and purchase orders are typically accepted until the deadlines listed below on each day on which the Exchange is open for business. In addition, the Money Market Fund may, at its discretion, accept orders on days when the Exchange is closed. Shares of the Money Market Fund are not offered and orders are not accepted on Columbus Day and Veterans Day.
         
    Purchase Order Deadline
Fund
 
(Eastern Time)
Money Market
    5:00 p.m. *
All other Funds
    4:00 p.m. **
 
*
or such other time as may be designated by the Fund
 
**
or the close of the Exchange (whichever comes first)
 
If a purchase order is received in good order prior to the applicable Fund’s deadline, the purchase price will be the NAV per share next determined on that day. If a purchase order is received in good order after the applicable deadline, the purchase price will be the NAV per share of the following day that the Fund is open for business. Each Fund has the right to reject any purchase order or cease offering shares at any time. Checks to purchase shares are accepted subject to collection at full face value in U.S. funds and must be drawn in U.S. dollars on a U.S. bank. The Funds will not accept “starter” checks, credit card checks, money orders, cashier’s checks, official checks, or third party checks. No sales charges are assessed on the purchase or sale of Fund shares.
 
Please refer to the section titled “Frequent Trading and Market Timing” for information on the Funds’ policies regarding frequent purchases, redemptions, and exchanges.
 
Redemption Policies
 
 
Shares of any Fund may be redeemed by telephone, via the Funds’ website, or by mail on any day that the Fund is open for business. The redemption price will be the NAV next determined after a redemption request is received in good order, minus a redemption fee, if applicable. For assistance with completing a redemption request, please call 1-800-658-5811.
 
For the Money Market Fund, wire proceeds from redemption requests received in good order by 5:00 p.m. Eastern Time (or such other time as may be designated by the Fund) will generally be transmitted to shareholders on the same day. For all other Funds, wire proceeds from redemption requests received in good order by 4:00 p.m. Eastern Time or by the close of the Exchange (whichever comes first) are generally transmitted to shareholders on the next day the Funds are open for business. In any event, proceeds from a redemption request for any Fund will typically be transmitted to a shareholder by no later than seven days after the receipt of a redemption request in good order. Delivery of proceeds from shares purchased by check may be delayed until the check has cleared, which may take up to 15 days.
 
A redemption fee of 2% will be deducted from your redemption amount when you sell shares of the International Equity Fund or Emerging Markets Fund that you have owned for less than 90 days. The redemption fee is paid to the Fund and is intended to offset the trading costs, market impact and other costs associated with short-term trading activity in and out of the Fund. If you purchased shares on multiple dates, the shares you have held the longest will be redeemed first for purposes of assessing the redemption fee. The redemption fee is not imposed on shares acquired through the reinvestment of distributions or shares redeemed through pre-authorized automatic redemption plans. In addition, the redemption fee may not apply to arrangements through financial intermediaries. However, third parties that offer shares of the Emerging Markets and International Equity Funds will be asked to charge redemption fees to underlying shareholders and remit the fees to the applicable Fund. The redemption fee will be imposed on shares held in retirement plans to the extent that plan intermediaries are able to charge the fee to plan participants for credit to the applicable Fund. See the section titled “Frequent Trading and Market Timing” for additional information.
 
The Funds reserve the right to suspend redemptions or postpone the date of payment (i) when the Exchange is closed (other than for customary weekend and holiday closings); (ii) when trading on the Exchange is restricted; (iii) when the SEC determines that an emergency exists so that disposal of a Fund’s investments or determination of its NAV is not reasonably practicable; or (iv) by order of the SEC for protection of the Funds’ shareholders.
 
Although the Funds intend to redeem shares in cash, each Fund reserves the right to pay the redemption price in whole or in part by a distribution of readily marketable securities held by the applicable Fund or its corresponding portfolio. Unpaid dividends credited to an account up to the date of redemption of all shares of a Money Market Fund generally will be paid at the time of redemption.

 
 
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Please refer to the section titled “Frequent Trading and Market Timing” for information on the Funds’ policies regarding frequent purchases, redemptions, and exchanges.
 
Exchange Policies
 
 
Shares of the Institutional Class of any Fund may be exchanged for shares of the Institutional Class of another Fund under certain limited circumstances. Since an exchange involves a concurrent purchase and redemption, please review the sections titled “Purchase Policies” and “Redemption Policies” for additional limitations that apply to purchases and redemptions. To exchange out of a Fund and into another, a shareholder must have owned shares of the redeeming Fund for at least 15 days. The minimum investment requirement must be met for the Fund into which the shareholder is exchanging. Fund shares may be acquired through exchange only in states in which they can be legally sold. The Funds reserve the right to modify or terminate the exchange privilege at any time.
 
Please refer to the section titled “Frequent Trading and Market Timing” for information on the Funds’ policies regarding frequent purchases, redemptions, and exchanges.
  
 
How to Purchase Shares
 
By Wire
 
If your account has been established, you may call 1-800-658-5811 or visit www.americanbeaconfunds.com (select “My Account”) to purchase shares by wire. Send a bank wire to State Street Bank and Trust Co. with these instructions:
•  ABA# 0110-0002-8; AC-9905-342-3,
•  Attn: American Beacon Funds-Institutional Class,
•  the Fund name and Fund number, and
•  shareholder’s account number and registration.
 
By Check
 
•  Make check payable to American Beacon Funds.
•  Include the shareholder’s account number, Fund name and Fund number on the check.
•  Mail the check to:
American Beacon Funds
P.O. Box 219643
Kansas City, MO 64121-9643
 
By Exchange
 
Send a written request to the address above, visit www.americanbeaconfunds.com or call 1-800-658-5811 to exchange shares.
 
Via “My Account” on www.americanbeaconfunds.com
 
You may purchase shares via wire transfer or Automated Clearing House (“ACH”) by selecting “My Account” on www.americanbeaconfunds.com.

 
 
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How to Redeem Shares
 
By Telephone
 
•  Call 1-800-658-5811 to request a redemption.
•  Proceeds from redemptions placed by telephone will generally be transmitted by wire only, as instructed on the application form.
 
By Mail
 
Write a letter of instruction including:
•  the Fund name and Fund number,
•  shareholder account number,
•  shares or dollar amount to be redeemed, and
•  authorized signature(s) of all persons required to sign for the account.
Mail to:
American Beacon Funds
P.O. Box 219643
Kansas City, MO 64121-9643
•  Other supporting documents may be required for estates, trusts, guardianships, custodians, corporations, and welfare, pension and profit sharing plans. Call 1-800-658-5811 for instructions.
•  Proceeds will only be mailed to the account address of record or transmitted by wire to a commercial bank account designated on the account application form.
 
To protect the Funds and your account from fraud, a STAMP 2000 Medallion signature guarantee is required for redemption orders:
•  with a request to send the proceeds to an address or commercial bank account other than the address or commercial bank account designated on the account application, or
•  for an account requesting payment by check whose address has changed within the last 30 days.
 
The Funds only accept STAMP 2000 Medallion signature guarantees, which may be obtained at most banks, broker-dealers and credit unions. A notary public cannot provide a signature guarantee. Call 1-800-658-5811 for instructions and further assistance.
 
By Exchange
 
Send a written request to the address above, visit www.americanbeaconfunds.com or call 1-800-658-5811 to exchange shares.
 
Via “My Account” on www.americanbeaconfunds.com
 
If you have established bank instructions for your account, you may request a redemption by selecting “My Account” on www.americanbeaconfunds.com. To establish bank instructions, please call 1-800-658-5811.
 
 
General Policies
 
 
If a shareholder’s account balance in any Fund falls below $100,000, the shareholder may be asked to increase the balance. If the account balance remains below $100,000 after 45 days, the Funds reserve the right to close the account and send the proceeds to the shareholder.
 
A STAMP 2000 Medallion signature guarantee may be required in order to change an account’s registration or banking instructions. You may obtain a STAMP 2000 Medallion signature guarantee at most banks, broker-dealers and credit unions, but not from a notary public.
 
The following policies apply to instructions you may provide to the Funds by telephone:
 
•  The Funds, their officers, trustees, employees, or agents are not responsible for the authenticity of instructions provided by telephone, nor for any loss, liability, cost or expense incurred for acting on them.
•  The Funds employ procedures reasonably designed to confirm that instructions communicated by telephone are genuine.
•  Due to the volume of calls or other unusual circumstances, telephone redemptions may be difficult to implement during certain time periods.
 
The Funds reserve the right to:
 
•  liquidate a shareholder’s account at the current day’s NAV and remit proceeds via check if the Funds are

 
 
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unable to verify the shareholder’s identity within three business days of account opening,
•  seek reimbursement from the shareholder for any related loss incurred by a Fund if payment for the purchase of Fund shares by check does not clear the shareholder’s bank, and
•  reject a purchase order and seek reimbursement from the shareholder for any related loss incurred by a Fund if funds are not received by the applicable wire deadline.
 
The Funds have authorized certain third party financial intermediaries, such as broker-dealers, third party administrators and trust companies, to receive purchase and redemption orders on behalf of the Funds and to designate other intermediaries to receive purchase and redemption orders on behalf of the Funds. A Fund is deemed to have received such orders when they are received by the financial intermediaries or their designees. Thus, an order to purchase or sell Fund shares will be priced at the Fund’s next determined NAV after receipt by the financial intermediary or its designee.
 
The Manager may compensate financial intermediaries for providing recordkeeping, administrative, and other services.
 
Third parties who offer Fund shares may charge transaction fees and may set different minimum investments or limitations on purchasing or redeeming shares.
 
Frequent Trading and
Market Timing
 
 
Frequent trading by Fund shareholders poses risks to other shareholders in that Fund, including (i) the dilution of the Fund’s NAV, (ii) an increase in the Fund’s expenses, and (iii) interference with the portfolio manager’s ability to execute efficient investment strategies. Frequent, short-term trading of Fund shares in an attempt to profit from day-to-day fluctuations in the Fund’s NAV is known as market timing. The International Equity, Emerging Markets, and High Yield Bond Funds are particularly at risk for market timing activity. Please see Market Timing Risk under the description of each of these Funds.
 
The Funds’ Board of Trustees has adopted policies and procedures intended to discourage frequent trading and market timing. These policies include a 2% redemption fee imposed on shares of the Emerging Markets and International Equity Funds that are sold within 90 days of purchase. The redemption fee is described further in the Redemption Policies section. In addition, the Manager monitors trading activity in the Funds to identify shareholders engaged in frequent trading. Shareholders may transact one “round trip” in a Fund in any rolling 90-day period. A “round trip” is defined as two transactions, each in an opposite direction. A round trip may involve (i) a purchase or exchange into a Fund followed by a redemption or exchange out of the same Fund or (ii) a redemption or exchange out of a Fund followed by a purchase or exchange into the same Fund. If the Manager detects that a shareholder has exceeded one round trip in a Fund (except the Money Market Fund) in any rolling 90-day period, the Manager, without prior notice to the shareholder, will prohibit the shareholder (and any other accounts the Manager determines to be owned by the shareholder) from making further purchases of that Fund. The Funds may exclude transactions below a certain dollar amount from monitoring, and the Manager may change that dollar amount from time to time. In general, the Funds reserve the right to reject any purchase order, terminate the exchange privilege, or liquidate the account of any shareholder that the Manager determines has engaged in frequent trading or market timing.
 
Third parties that offer Fund shares through omnibus accounts and retirement plans will be asked to enforce the Funds’ policies to discourage frequent trading and market timing. However, certain third parties that offer Fund shares have informed the Funds that they are currently unable to enforce the Funds’ policies. In addition, certain third parties do not provide information to the Funds regarding the activity of the underlying shareholders in omnibus accounts. Therefore, the Funds do not have the information necessary to detect frequent trading and market timing by those underlying shareholders. In some cases, third parties that offer Fund shares may have their own policies to deter frequent trading and market timing that differ from the Funds’ policies. For more information, please contact the financial institution through which you invest in the Funds.
 
There can be no assurance that the Funds’ policies and procedures to deter frequent trading and market timing will have the intended effect.

 
 
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66


 

Distributions and Taxes
 
 
The Funds distribute most or all of their net earnings in the form of dividends from net investment income and distributions of realized net capital gains and gains from foreign currency transactions. Unless the account application instructs otherwise, distributions will be reinvested in additional Fund shares. Monthly distributions are paid to shareholders on the first business day of the following month. Distributions are paid as follows:
 
             
        Other
        Distributions
Fund
 
Dividends Paid
 
Paid
Balanced
  Annually   Annually
Large Cap Value
  Annually   Annually
Large Cap Growth
  Annually   Annually
Mid-Cap Value
  Annually   Annually
Small Cap Value
  Annually   Annually
Small Cap Value Opportunity
  Annually   Annually
International Equity
  Annually   Annually
Emerging Markets
  Annually   Annually
S&P 500 Index
  April, July, October
and December
  Annually
Small Cap Index
  Annually   Annually
International Equity Index
  Annually   Annually
High Yield Bond
  Monthly   Annually
Intermediate Bond
  Monthly   Annually
Short-Term Bond
  Monthly   Annually
Treasury Inflation Protected Securities
  July and
December
  Annually
Money Market
  Monthly   Monthly
 
Usually, dividends received from a Fund are taxable as ordinary income, regardless of whether the dividends are reinvested, except for a Fund’s dividends that are attributable to qualified dividend income (“QDI”). However, the portion of a Fund’s dividends derived from its investments in certain direct U.S. Government obligations is generally exempt from state and local income taxes. Distributions by a Fund of the excess of net short-term capital gain over net long-term capital loss and gains from certain foreign currency transactions are similarly taxed as ordinary income. Distributions by a Fund of the excess of net long-term capital gain over net short-term capital loss are taxable to their shareholders as long-term capital gains regardless of how long they have been shareholders. To the extent those distributions are attributable to net capital gain that a Fund recognizes on sales or exchanges of capital assets through its last taxable year beginning before January 1, 2011, they are subject to a 15% maximum federal income tax rate for individual shareholders.
 
Some foreign countries may impose taxes on dividends paid to and gains realized by the International Funds. An International Fund may treat these taxes as a deduction or, under certain conditions, “flow the tax through” to its shareholders. In the latter event, a shareholder may either deduct the taxes or use them to calculate a credit against his or her federal income tax.
 
A portion of the dividends paid by the Balanced Fund, the Large Cap Value Fund, the Large Cap Growth Fund, the Mid-Cap Value Fund, the Small Cap Value Fund, the Small Cap Value Opportunity Fund, the S&P 500 Index Fund, the Small Cap Index Fund, and the High Yield Bond Fund may be eligible for the 15% maximum federal income tax rate applicable to dividends that individuals receive through the year 2010. The eligible portion for such a Fund may not exceed its QDI. QDI is the aggregate of dividends a Fund receives from most domestic corporations and certain foreign corporations. If a Fund’s QDI is at least 95% of its gross income (as specially computed) and the Fund satisfies certain holding period, debt-financing and other restrictions with respect to the shares on which the dividends are paid, the entire dividend will qualify for the 15% maximum federal income tax rate. A portion of the dividends paid by these Funds may also be eligible for the dividends-received deduction allowed to corporations, subject to similar holding period, debt-financing and other restrictions, but the eligible portion will not exceed the aggregate dividends a Fund receives from domestic corporations. However, dividends that a corporate shareholder receives and deducts pursuant to the dividends-received deduction may be subject indirectly to the federal alternative minimum tax. Dividends paid by the Intermediate Bond, Short-Term Bond and Money Market Funds will not qualify, and dividends an International Fund pays most likely will not qualify, for the maximum 15% rate or for the dividends-received deduction.
 
Shareholders may realize a taxable gain or loss when redeeming or exchanging shares (other than shares of the Money Market Fund). That gain or loss may be treated as a short-term or long-term gain or loss, depending on how long the redeemed or exchanged shares were held. Any capital gain an individual shareholder recognizes through the year 2010 on a redemption or exchange of Fund shares that have been held for more than one year will qualify for the 15% maximum federal income tax rate mentioned above.
 
This is only a summary of some of the important income tax considerations that may affect Fund shareholders. Shareholders should consult their tax advisors regarding specific questions as to the effect of federal, state and local income taxes on an investment in the Funds. Each year, shareholders will receive tax information from the Funds to assist them in preparing their tax returns.
Additional Information
 
Distribution of Fund Shares
 
 
The Funds do not incur any direct distribution expenses related to Institutional Class shares. However, the Funds have adopted a Distribution Plan in accordance with Rule 12b-1 under the Investment Company Act of 1940, which authorizes the use of any fees received by the Manager in accordance with the Administrative Services and Management Agreements, and any fees

 
 
Prospectus Additional Information
67


 

received by the sub-advisors pursuant to their Investment Advisory Agreements with the Manager, to be used for the sale and distribution of Fund shares. In the event the Funds begin to incur distribution expenses, distribution fees may be paid out of Fund assets, possibly causing the cost of your investment to increase over time and resulting in costs higher than other types of sales charges.
 
Master-Feeder Structure
 
 
Under a master-feeder structure, a “feeder” fund invests all of its investable assets in a “master” fund with the same investment objective. The “master” fund purchases securities for investment. The master-feeder structure works as follows:
 
(MASTER-FEEDER STRUCTURE CHART)
 
Each Master-Feeder Fund can withdraw its investment in its corresponding portfolio at any time if the Board of Trustees determines that it is in the best interest of the Fund and its shareholders to do so. A change in a portfolio’s fundamental objective, policies and restrictions, which is not approved by the shareholders of its corresponding Fund, could require that Fund to redeem its interest in the portfolio. Any such redemption could result in a distribution in kind of portfolio securities (as opposed to a cash distribution) by the portfolio. Should such a distribution occur, that Fund could incur brokerage fees or other transaction costs in converting such securities to cash. In addition, a distribution in kind could result in a less diversified portfolio of investments for that Fund and could affect adversely the liquidity of the Fund. If a Master-Feeder Fund withdraws its investment in its corresponding portfolio, the Fund’s assets will be invested directly in investment securities or in another master fund, according to the investment policies and restrictions described in this Prospectus.
 
Prior to March 1, 2006, the International Equity Fund invested all of its investable assets in a corresponding portfolio of the Master Trust with a similar name and identical investment objective. On March 1, 2006, the master-feeder structure of this Fund was discontinued, and the Fund now directly purchases securities for investment in accordance with its investment objective.
 
Portfolio Holdings
 
 
 
With the exception of the International Equity Index, S&P 500 Index, and Small Cap Index Funds, a complete listing of each Fund’s holdings is made available on the Funds’ website on a monthly basis. The holdings information is generally posted to the website approximately thirty days after the end of each month and remains available for six months thereafter. To access a Fund’s complete list of holdings, go to www.americanbeaconfunds.com and select “Fund Holdings” under the “I want info on...” menu on the home page. A list of each Fund’s ten largest holdings is made available on the Funds’ website on a quarterly basis. The ten largest holdings of the International Equity Index, Money Market, S&P 500 Index, and Small Cap Index Funds are generally posted to the website approximately thirty days after the end of each calendar quarter, and the ten largest holdings of all other Funds are generally posted to the website approximately fifteen days after the end of each calendar quarter. Each Fund’s list of its ten largest holdings remains available on the website until the next quarter. To access a Fund’s ten largest holdings on www.americanbeaconfunds.com, select “Fund Holdings” under the “I want info on . . .” menu on the home page or view the Fund’s “Portfolio Characteristics,” which are accessible under the “Funds Info” tab on the home page.
 
Delivery of Documents
 
 
If you invest in the Funds through a financial institution, you may be able to receive the Funds’ regulatory mailings, such as the Prospectus, Annual Report and Semi-Annual Report, by e-mail. If you are interested in this option, please go to www.icsdelivery.com and search for your financial institution’s name or contact your financial institution directly.
 
To reduce expenses, your financial institution may mail only one copy of the Prospectus, Annual Report and Semi-Annual Report to those addresses shared by two or more accounts. If you wish to receive individual copies of these documents, please contact your financial institution. Delivery of individual copies will commence thirty days after receiving your request.
 
Financial Highlights
 
 
The financial highlights tables are intended to help you understand each Fund’s financial performance for the past five fiscal years (or, if shorter, the period of the Fund’s operations). Certain information reflects financial results for a single Fund share. The total returns in each Fund’s table represent the rate that an investor would have earned (or lost) on an investment in that Fund (assuming reinvestment of all dividends and distributions). Each Fund’s financial highlights were audited by Ernst & Young LLP, Independent Registered Public Accounting Firm. The report of Ernst & Young LLP, along with the Funds’ financial statements, is found in the Funds’ Annual Report, which you may obtain upon request.

 
 
Additional Information Prospectus
68


 

                                         
    Balanced Fund-Institutional Class  
    Year Ended October 31,  
For a share outstanding throughout the period:   2006     2005     2004     2003     2002  
Net asset value, beginning of period
  $ 15.00     $ 14.31     $ 12.99     $ 10.97     $ 12.07  
                                         
Income from investment operations:
                                       
Net investment income A B
    0.39       0.36       0.29       0.31 D     0.11  
Net gains (losses) on securities (both realized and unrealized) B
    1.54       1.11       1.36       1.84 D     (0.69 )
                                         
Total income (loss) from investment operations
    1.93       1.47       1.65       2.15       (0.58 )
                                         
Less distributions:
                                       
Dividends from net investment income
    (0.38 )     (0.31 )     (0.33 )     (0.13 )     (0.44 )
Distributions from net realized gains on securities
    (0.72 )     (0.47 )                 (0.08 )
                                         
Total distributions
    (1.10 )     (0.78 )     (0.33 )     (0.13 )     (0.52 )
                                         
Net asset value, end of period
  $ 15.83     $ 15.00     $ 14.31     $ 12.99     $ 10.97  
                                         
Total return
    13.60 %     10.53 %     12.87 %     19.77 %     (5.14 )%
                                         
Ratios and supplemental data:
                                       
Net assets, end of period (in thousands)
  $ 22,587     $ 14,122     $ 8,378     $ 9,041     $ 8,994  
Ratios to average net assets (annualized):
                                       
Expenses, after expense reimbursements (recoupments) B
    0.59 %     0.56 %     0.63 %     0.63 %     0.62 %
Expenses, before expense reimbursements (recoupments) B
    0.59 %     0.56 %     0.63 %     0.63 %     0.62 %
Net investment income, after expense reimbursements (recoupments) B
    2.81 %     2.45 %     2.15 %     2.74 %     3.12 %
Net investment income, before expense reimbursements (recoupments) B
    2.81 %     2.45 %     2.15 %     2.74 %     3.12 %
Portfolio turnover rate C
    59 %     58 %     62 %     69 %     84 %
 
A
Class expenses per share were subtracted from net investment income per share for the Fund before class expenses to determine net investment income per share through October 31, 2005.
 
B
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the AMR Investment Services Balanced Portfolio through February 28, 2002.
 
C
The Balanced Fund invested all of its investable assets in its corresponding Portfolio through February 28, 2002. Portfolio turnover rate through February 28, 2002 was that of the Portfolio.
 
D
For the year ended October 31, 2003, the net investment income and net gains (losses) on securities (both realized and unrealized) has been restated from 0.30 and 1.85, respectively.

 
 
Prospectus Additional Information
69


 

                                         
    Large Cap Value Fund-Institutional Class  
    Year Ended October 31,  
For a share outstanding throughout the period:   2006     2005     2004     2003     2002  
Net asset value, beginning of period
  $ 21.00     $ 18.23     $ 15.62     $ 12.55     $ 14.51  
                                         
Income from investment operations:
                                       
Net investment income A B
    0.31       0.28       0.26       0.25 D     0.27  
Net gains (losses) on securities (both realized and unrealized) B
    3.48       2.74       2.62       3.11 D     (1.76 )
                                         
Total income (loss) from investment operations
    3.79       3.02       2.88       3.36       (1.49 )
                                         
Less distributions:
                                       
Dividends from net investment income
    (0.26 )     (0.25 )     (0.27 )     (0.29 )     (0.30 )
Distributions from net realized gains on securities
    (0.76 )                       (0.17 )
                                         
Total distributions
    (1.02 )     (0.25 )     (0.27 )     (0.29 )     (0.47 )
                                         
Net asset value, end of period
  $ 23.77     $ 21.00     $ 18.23     $ 15.62     $ 12.55  
                                         
Total return
    18.69 %     16.64 %     18.59 %     27.30 %     (10.83 )%
                                         
Ratios and supplemental data:
                                       
Net assets, end of period (in thousands)
  $ 958,830     $ 201,111     $ 48,451     $ 23,512     $ 21,589  
Ratios to average net assets (annualized):
                                       
Expenses, net of waivers B
    0.60 %     0.60 %     0.66 %     0.66 %     0.61 %
Expenses, before waivers B
    0.60 %     0.60 %     0.66 %     0.66 %     0.61 %
Net investment income, net of waivers B
    1.86 %     1.58 %     1.49 %     1.88 %     1.82 %
Net investment income, before waivers B
    1.86 %     1.58 %     1.49 %     1.88 %     1.82 %
Portfolio turnover rate C
    26 %     25 %     29 %     27 %     34 %
 
A
Class expenses per share were subtracted from net investment income per share for the Fund before class expenses to determine net investment income per share.
 
B
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the AMR Investment Services Large Cap Value Portfolio through February 28, 2002.
 
C
The Large Cap Value Fund invested all of its investable assets in its corresponding Portfolio through February 28, 2002. Portfolio turnover rate through February 28, 2002 was that of the Portfolio.
 
D
For the year ended October 31, 2003, the net investment income and net gains (losses) on securities (both realized and unrealized) has been restated from 0.20 and 3.16, respectively.
 
                                         
    Large Cap Growth Fund-Institutional Class  
    Year Ended October 31,  
For a share outstanding throughout the period:   2006 C     2005     2004     2003     2002  
 
Net asset value, beginning of period
  $ 6.18     $ 5.82     $ 5.47     $ 4.53     $ 5.66  
                                         
Income from investment operations:
                                       
Net investment income (loss) A
    0.04       0.04       0.02       0.02       0.03  
Net gains (losses) on securities (both realized and unrealized) A
    0.70       0.37       0.35       0.94       (1.16 )
                                         
Total income (loss) from investment operations
    0.74       0.41       0.37       0.96       (1.13 )
                                         
Less distributions:
                                       
Dividends from net investment income
    (0.03 )     (0.05 )     (0.02 )     (0.02 )      
                                         
Total distributions
    (0.03 )     (0.05 )     (0.02 )     (0.02 )      
                                         
Net asset value, end of period
  $ 6.89     $ 6.18     $ 5.82     $ 5.47     $ 4.53  
                                         
Total return
    12.04 %     7.06 %     6.71 %     21.15 %     (19.96 )%
                                         
Ratios and supplemental data:
                                       
Net assets, end of period (in thousands)
  $ 110     $ 105     $ 1     $ 1     $ 1  
Ratios to average net assets (annualized) A :
                                       
Expenses, net of waivers
    0.90 %     0.89 %     0.84 %     0.87 %     0.87 %
Expenses, before waivers
    0.99 %     4.64 %     13.22 %     0.87 %     0.87 %
Net investment income (loss), net of waivers
    0.56 %     (0.18 )%     0.18 %     0.18 %     0.06 %
Net investment income (loss), before waivers
    0.48 %     (3.93 )%     (12.20 )%     0.18 %     0.06 %
Portfolio turnover rate B
    181 %     164 %     131 %     138 %     135 %
 
A
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the AMR Investment Services Large Cap Growth Portfolio through February 28, 2001.
 
B
The Large Cap Growth Fund invested all of its investable assets in its corresponding Portfolio through February 28, 2001. Portfolio turnover rate through February 28, 2001 was that of the Portfolio.
 
C
On September 12, 2006, The Renaissance Group, LLC assumed management of the Large Cap Growth Fund’s assets previously managed by J.P. Morgan Investment Management Inc.
 

 
 
Additional Information Prospectus
70


 

         
    Mid-Cap Value Fund-
 
    Institutional Class  
    November 30,
 
    2005 to
 
    October 31,
 
For a share outstanding throughout the period:   2006  
Net asset value, beginning of period
  $ 12.09  
         
Income from investment operations:
       
Net investment income
    0.21  
Net gains on securities (both realized and unrealized)
    1.25  
         
Total income from investment operations
    1.46  
         
Less distributions:
       
Dividends from net investment income
    (0.16 )
Distributions from net realized gains on securities
    (2.58 )
         
Total distributions
    (2.74 )
         
Net asset value, end of period
  $ 10.81  
         
Total return
    15.30 % A
         
Ratios and supplemental data:
       
Net assets, end of period (in thousands)
  $ 3,396  
Ratios to average net assets (annualized):
       
Expenses, after expense reimbursements (recoupments)
    1.19 %
Expenses, before expense reimbursements (recoupments)
    1.19 %
Net investment income, after expense reimbursements (recoupments)
    1.11 %
Net investment income, before expense reimbursements (recoupments)
    1.11 %
Portfolio turnover rate
    42 % B
 
A
Not annualized.
 
B
Portfolio turnover rate is for the period November 1, 2005 through October 31, 2006.
 
                                         
    Small Cap Value Fund-Institutional Class  
    Year Ended October 31,  
For a share outstanding throughout the period:   2006     2005 C     2004 E     2003 D     2002  
Net asset value, beginning of period
  $ 20.43     $ 18.85     $ 16.21     $ 11.28     $ 11.69  
                                         
Income from investment operations:
                                       
Net investment income (loss) A
    0.19       0.11       0.07       (0.01 )     (0.01 )
Net gains (losses) on securities (both realized and unrealized) A
    2.94       2.31       3.09       5.24       0.47  
                                         
Total income (loss) from investment operations
    3.13       2.42       3.16       5.23       0.46  
                                         
Less distributions:
                                       
Dividends from net investment income
    (0.14 )     (0.07 )     (0.08 )     (0.02 )     (0.11 )
Distributions from net realized gains on securities
    (0.89 )     (0.77 )     (0.44 )     (0.28 )     (0.76 )
                                         
Total distributions
    (1.03 )     (0.84 )     (0.52 )     (0.30 )     (0.87 )
                                         
Net asset value, end of period
  $ 22.53     $ 20.43     $ 18.85     $ 16.21     $ 11.28  
                                         
Total return
    15.80 %     12.90 %     19.86 %     47.45 %     3.29 %
                                         
Ratios and supplemental data:
                                       
Net assets, end of period (in thousands)
  $ 1,319,024     $ 1,076,909     $ 429,540     $ 89,579     $ 21,936  
Ratios to average net assets (annualized):
                                       
Expenses, net of waivers A
    0.82 %     0.87 %     0.89 %     0.89 %     0.82 %
Expenses, before waivers A
    0.82 %     0.87 %     0.89 %     0.89 %     0.82 %
Net investment income, net of waivers A
    0.83 %     0.66 %     0.57 %     0.60 %     0.81 %
Net investment income, before waivers A
    0.83 %     0.66 %     0.57 %     0.60 %     0.81 %
Portfolio turnover rate B
    48 %     47 %     35 %     75 %     81 %
 
A
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the AMR Investment Services Small Cap Value Portfolio through February 28, 2002.
 
B
The Small Cap Value Fund invested all of its investable assets in its corresponding Portfolio through February 28, 2002. Portfolio turnover rate through February 28, 2002 was that of the Portfolio.
 
C
Opus Capital Group LLC was added as an investment advisor on February 1, 2005 and Metropolitan West Capital Management, LLC, SSgA Funds Management, Inc. and Dreman Value Management, LLC were added as investment advisors on August 12, 2005.
 
D
Barrow, Hanley, Mewhinney & Strauss, Inc. was added as an investment advisor to the Small Cap Value Fund on September 18, 2003.
 
E
The Boston Company Asset Management, LLC was added as an investment advisor to the Small Cap Value Fund on September 27, 2004.
 

 
Prospectus Additional Information
71


 

         
    Small Cap Value
 
    Opportunity Fund-  
    Institutional Class  
    March 31 to
 
    October 31,
 
For a share outstanding throughout the period:   2006 A  
Net asset value, beginning of period
  $ 10.00  
         
Income from investment operations:
       
Net investment income (loss)
    0.01  
Net gains (losses) on securities (both realized and unrealized)
    0.25  
         
Total income from investment operations
    0.26  
         
Less distributions:
       
Dividends from net investment income
     
Distributions from net realized gains on securities
     
         
Total distributions
     
         
Net asset value, end of period
  $ 10.26  
         
Total return
    2.60 % B
         
Ratios and supplemental data:
       
Net assets, end of period (in thousands)
  $ 4,693  
Ratios to average net assets (annualized):
       
Expenses net of waivers
    1.03 %
Expenses before waivers
    6.12 %
Net investment income, net of waivers
    0.30 %
Net investment income, before waivers
    (4.80 )%
Portfolio turnover rate
    32 % B
 
A
March 31, 2006 is the inception date of the Small Cap Value Opportunity Fund.
 
B
Not annualized.
                                         
    International Equity Fund-Institutional Class  
    Year Ended October 31,  
For a share outstanding throughout the period:   2006     2005     2004 B     2003 E     2002  
Net asset value, beginning of period
  $ 20.98     $ 18.47     $ 15.46     $ 12.10     $ 13.77  
                                         
Income from investment operations:
                                       
Net investment income A D
    0.60       0.44       0.30       0.25       0.21  
Net gains (losses) on securities (both realized and unrealized) D
    4.86       2.31       3.12       3.47       (1.62 )
                                         
Total income (loss) from investment operations
    5.46       2.75       3.42       3.72       (1.41 )
                                         
Less distributions:
                                       
Dividends from net investment income
    (0.43 )     (0.24 )     (0.41 )     (0.36 )     (0.26 )
Distributions from net realized gains on securities
    (1.33 )                        
                                         
Total distributions
    (1.76 )     (0.24 )     (0.41 )     (0.36 )     (0.26 )
                                         
Redemption fees added to beneficial interest
    F     F     F     F      
                                         
Net asset value, end of period
  $ 24.68     $ 20.98     $ 18.47     $ 15.46     $ 12.10  
                                         
Total return
    27.49 %     15.04 %     22.49 %     31.61 %     (10.51 )%
                                         
Ratios and supplemental data:
                                       
Net assets, end of period (in thousands)
  $ 1,549,521     $ 1,286,441     $ 1,029,272     $ 722,333     $ 537,476  
Ratios to average net assets (annualized):
                                       
Expenses, net of waivers D
    0.71 %     0.70 %     0.76 %     0.79 %     0.75 %
Expenses, before waivers D
    0.71 %     0.70 %     0.76 %     0.79 %     0.75 %
Net investment income, net of waivers D
    2.52 %     2.17 %     1.69 %     1.97 %     1.56 %
Net investment income, before waivers D
    2.52 %     2.17 %     1.69 %     1.97 %     1.56 %
Portfolio turnover rate C
    40 %     37 %     36 %     44 %     43 %
 
A
Class expenses per share were subtracted from net investment income per share for the Fund before class expenses to determine net investment income per share.
 
B
The Boston Company Asset Management, LLC was added as an investment advisor to the International Equity Fund on September 27, 2004.
 
C
The International Equity Fund invested all of its investable assets in its corresponding Portfolio through February 28, 2006. Portfolio turnover rate through February 28, 2006 is that of the Portfolio.
 
D
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the Portfolio through February 28, 2006.
 
E
Independence Investment LLC was removed as an investment advisor to the International Equity Fund on October 24, 2003.
 
F
Amount represents less than $0.01 per share.
 

 
Additional Information Prospectus
72


 

                                         
    Emerging Markets Fund-Institutional Class  
    Year Ended October 31,  
For a share outstanding throughout the period:   2006     2005     2004     2003     2002  
Net asset value, beginning of period
    15.10     $ 12.64     $ 10.62     $ 7.20     $ 6.64  
                                         
Income from investment operations:
                                       
Net investment income A
    0.11       0.15       0.07       0.04       0.09  
Net gains (losses) on securities (both realized and unrealized) A
    4.63       3.45       2.01       3.43       0.56  
                                         
Total income (loss) from investment operations
    4.74       3.60       2.08       3.47       0.65  
                                         
Less distributions:
                                       
Dividends from net investment income
    (0.21 )     (0.06 )     (0.06 )     (0.05 )     (0.09 )
Distributions from net realized gains on securities
    (2.21 )     (1.08 )                  
                                         
Total distributions
    (2.42 )     (1.14 )     (0.06 )     (0.05 )     (0.09 )
                                         
Redemption fees added to beneficial interest
    C     C     C     C      
                                         
Net asset value, end of period
  $ 17.42     $ 15.10     $ 12.64     $ 10.62     $ 7.20  
                                         
Total return
    34.49 %     30.11 %     19.65 %     48.45 %     9.80 %
                                         
Ratios and supplemental data:
                                       
Net assets, end of period (in thousands)
  $ 16,552     $ 9,348     $ 7,282     $ 3,557     $ 1,769  
Ratios to average net assets (annualized):
                                       
Expenses, after expense reimbursements (recoupments) A
    1.56 %     1.52 %     1.85 %     1.76 %     1.51 %
Expenses, before expense reimbursements (recoupments) A
    1.56 %     1.52 %     1.85 %     1.76 %     1.51 %
Net investment income, after expense reimbursements (recoupments) A
    0.80 %     1.22 %     0.74 %     0.62 %     1.11 %
Net investment income, before expense reimbursements (recoupments) A
    0.80 %     1.22 %     0.74 %     0.62 %     1.11 %
Portfolio turnover rate B
    67 %     63 %     76 %     80 %     94 %
 
A
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the AMR Investment Services Emerging Markets Portfolio through February 28, 2002.
 
B
The Emerging Markets Fund invested all of its investable assets in its corresponding Portfolio through February 28, 2002. Portfolio turnover rate through February 28, 2002 was that of the Portfolio.
 
C
Amount represents less than $0.01 per share.
 
                                         
    S&P 500 Index Fund-Institutional Class  
    Year Ended December 31,  
For a share outstanding throughout the period:   2006     2005     2004     2003     2002  
Net asset value, beginning of period
  $ 16.90     $ 16.43     $ 15.10     $ 11.96     $ 15.62  
                                         
Income from investment operations A :
                                       
Net investment income
    0.33       0.29       0.29       0.21       0.20  
Net gains (losses) on investments, foreign currency and futures transactions (both realized and unrealized)
    2.30       0.47       1.32       3.14       (3.66 )
                                         
Total from investment operations
    2.63       0.76       1.61       3.35       (3.46 )
                                         
Less distributions:
                                       
Dividends from net investment income
    (0.34 )     (0.29 )     (0.28 )     (0.21 )     (0.20 )
Tax return of capital
          B                  
                                         
Total distributions
    (0.34 )     (0.29 )     (0.28 )     (0.21 )     (0.20 )
                                         
Net asset value, end of period
  $ 19.19     $ 16.90     $ 16.43     $ 15.10     $ 11.96  
                                         
Total return
    15.69 %     4.74 %     10.76 %     28.26 %     (22.27 )%
                                         
Ratios and supplemental data:
                                       
Net assets, end of period (in thousands)
  $ 223,008     $ 225,857     $ 244,668     $ 245,251     $ 195,368  
Ratios to average net assets (annualized) A :
                                       
Net investment income
    1.85 %     1.75 %     1.85 %     1.63 %     1.47 %
Expenses, including expenses of the master portfolio
    0.14 %     0.13 %     0.17 %     0.14 %     0.14 %
 
A
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the State Street Equity 500 Index Portfolio.
 
B
The tax return of capital is calculated based upon outstanding shares at the time of distribution. Amounts are less than $0.01 per share.
 

 
Prospectus Additional Information
73


 

                                         
    Small Cap Index Fund-Institutional Class  
    Year Ended December 31,  
For a share outstanding throughout the period:   2006     2005     2004     2003     2002  
Net asset value, beginning of period
  $ 12.78     $ 12.57     $ 11.27     $ 7.70     $ 9.79  
                                         
Income from investment operations A :
                                       
Net investment income
    0.17       0.16       0.14       0.04       0.11  
Net gains (losses) on investments, foreign currency and futures transactions (both realized and unrealized)
    2.11       0.42       1.87       3.57       (2.10 )
                                         
Total from investment operations
    2.28       0.58       2.01       3.61       (1.99 )
                                         
Less distributions:
                                       
Dividends from net investment income
    (0.17 )     (0.17 )     (0.13 )     (0.04 )     (0.10 )
Distributions from net realized gain on investments
          (0.15 )     (0.58 )            
Tax return of capital
          (0.05 ) B                  
                                         
Total distributions
    (0.17 )     (0.37 )     (0.71 )     (0.04 )     (0.10 )
                                         
Net asset value, end of period
  $ 14.89     $ 12.78     $ 12.57     $ 11.27     $ 7.70  
                                         
Total return
    17.85 %     4.51 %     17.91 %     46.90 %     (20.37 )%
                                         
Ratios and supplemental data:
                                       
Net assets, end of period (in thousands)
  $ 151,878     $ 46,113     $ 39,196     $ 67,756     $ 11,227  
Ratios to average net assets (annualized) A :
                                       
Net investment income
    1.49 %     1.12 %     0.90 %     1.04 %     1.13 %
Expenses, including expenses of the master portfolio
    0.18 %     0.18 %     0.22 %     0.24 %     0.20 %
 
A
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the Master Small Cap Index Series.
 
B
The tax return of capital is calculated based upon outstanding shares at the time of distribution.
 
                                         
    International Equity Index Fund-Institutional Class  
    Year Ended December 31,  
For a share outstanding throughout the period:   2006     2005     2004     2003     2002  
Net asset value, beginning of period
  $ 10.33     $ 9.39     $ 8.01     $ 5.86     $ 7.07  
                                         
Income from investment operations A :
                                       
Net investment income
    0.26       0.21       0.17       0.14       0.11  
Net gains (losses) on investments, foreign currency and futures transactions (both realized and unrealized)
    2.47       1.06       1.44       2.13       (1.23 )
                                         
Total from investment operations
    2.73       1.27       1.61       2.27       (1.12 )
                                         
Less distributions:
                                       
Dividends from net investment income
    (0.23 )     (0.24 )     (0.23 )     (0.12 )     (0.09 )
Dividends from net realized gains on investments
    (0.07 )                        
Tax return of capital
          (0.09 ) B                  
                                         
Total distributions
    (0.30 )     (0.33 )     (0.23 )     (0.12 )     (0.09 )
                                         
Net asset value, end of period
  $ 12.76     $ 10.33     $ 9.39     $ 8.01     $ 5.86  
                                         
Total return
    26.52 %     13.58 %     20.12 %     38.87 %     (15.65 )%
                                         
Ratios and supplemental data:
                                       
Net assets, end of period (in thousands)
  $ 162,113     $ 90,200     $ 23,156     $ 10,043     $ 4,912  
Ratios to average net assets (annualized) A :
                                       
Net investment income
    2.44 %     2.49 %     2.16 %     2.71 %     1.97 %
Expenses, including expenses of the master portfolio
    0.22 %     0.23 %     0.26 %     0.31 %     0.25 %
 
A
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the Master International Index Series.
 
B
The tax return of capital is calculated based upon outstanding shares at the time of distribution.
 

 
Additional Information Prospectus
74


 

                                         
    High Yield Bond Fund-Institutional Class  
    Year Ended October 31,  
For a share outstanding throughout the period:   2006 A     2005     2004     2003     2002  
Net asset value, beginning of period
  $ 10.22     $ 10.86     $ 10.73     $ 9.63     $ 9.82  
                                         
Income from investment operations:
                                       
Net investment income
    0.88       0.76       0.78       0.78       0.80  
Net gains (losses) on securities (both realized and unrealized)
    0.09       (0.84 )     0.27       1.10       (0.19 )
                                         
Total income from investment operations
    0.97       (0.08 )     1.05       1.88       0.61  
                                         
Less distributions:
                                       
Dividends from net investment income
    (0.88 )     (0.76 )     (0.78 )     (0.78 )     (0.80 )
Distributions from net realized gains on securities
    (0.11 )     0.20       (0.14 )            
                                         
Total distributions
    (0.99 )     (0.56 )     (0.92 )     (0.78 )     (0.80 )
                                         
Net asset value, end of period
  $ 10.20     $ 10.22     $ 10.86     $ 10.73     $ 9.63  
                                         
Total return
    8.78 %     3.03 %     10.19 %     20.11 %     6.28 %
                                         
Ratios and supplemental data:
                                       
Net assets, end of period (in thousands)
  $ 231,693     $ 216,744     $ 241,777     $ 161,380     $ 104,813  
Ratios to average net assets (annualized):
                                       
Expenses, after expense reimbursements (recoupments)
    0.85 %     0.84 %     0.88 %     0.90 %     0.90 %
Expenses, before expense reimbursements (recoupments)
    0.85 %     0.84 %     0.92 %     1.00 %     0.98 %
Net investment income, after expense reimbursements (recoupments)
    7.55 %     7.24 %     7.27 %     7.51 %     8.02 %
Net investment income, before expense reimbursements (recoupments)
    7.55 %     7.24 %     7.23 %     7.41 %     7.94 %
Portfolio turnover rate
    88 %     128 %     138 %     114 %     163 %
 
A
Franklin Advisers, Inc. was added as an investment advisor to the High Yield Bond Fund on September 12, 2006.
 
                                         
    Intermediate Bond Fund-Institutional Class
 
    (formerly AMR Class prior to 3/1/05)  
    Year Ended October 31,  
For a share outstanding throughout the period:   2006     2005 C     2004     2003     2002  
Net asset value, beginning of period
  $ 10.01     $ 10.33     $ 10.24     $ 10.22     $ 10.30  
                                         
Income from investment operations:
                                       
Net investment income A
    0,46       0.42       0.40       0.45       0.53  
Net gains (losses) on securities (both realized and unrealized) A
    0.02       (0.29 )     0.14       0.02       (0.08 )
                                         
Total income from investment operations
    0.48       0.13       0.54       0.47       0.45  
                                         
Less distributions:
                                       
Dividends from net investment income
    (0.47 )     (0.45 )     (0.45 )     (0.45 )     (0.53 )
Distributions from net realized gains on securities
                             
                                         
Total distributions
    (0.47 )     (0.45 )     (0.45 )     (0.45 )     (0.53 )
                                         
Net asset value, end of period
  $ 10.02     $ 10.01     $ 10.33     $ 10.24     $ 10.22  
                                         
Total return
    4.96 %     1.26 %     5.38 %     4.62 %     4.57 %
                                         
Ratios and supplemental data:
                                       
Net assets, end of period (in thousands)
  $ 97,319     $ 93,270     $ 96,242     $ 131,927     $ 144,098  
Ratios to average net assets (annualized):
                                       
Expenses, net of waivers A
    0.35 %     0.31 %     0.34 %     0.32 %     0.30 %
Expenses, before waivers A
    0.35 %     0.31 %     0.34 %     0.32 %     0.30 %
Net investment income, net of waivers A
    4.64       4.12 %     3.97 %     4.32 %     5.23 %
Net investment income, before waivers A
    4.64 %     4.12 %     3.97 %     4.32 %     5.23 %
Portfolio turnover rate B
    122 %     119 %     106 %     187 %     185 %
 
A
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the AMR Investment Services Intermediate Bond Portfolio through February 28, 2002.
 
B
The Intermediate Bond Fund invested all of its investable assets in its corresponding Portfolio through February 28, 2002. Portfolio turnover rate through February 28, 2002 was that of the Portfolio.
 
C
On March 1, 2005, the existing Institutional Class shares were terminated and exchanged for AMR Class shares at a conversion rate of 1.0202. Following this exchange, the former AMR Class Shares were re-named Institutional Class.
 

 
Prospectus Additional Information
75


 

                                         
    Short-Term Bond Fund-Institutional Class  
    Year Ended October 31,  
For a share outstanding throughout the period:   2006     2005 C     2004     2003     2002  
Net asset value, beginning of period
  $ 8.75     $ 9.07     $ 9.31     $ 9.44     $ 9.60  
                                         
Income from investment operations:
                                       
Net investment income B
    0.32 D     0.29       0.27       0.42       0.44  
Net gains (losses) on securities (both realized and unrealized) B
    0.07       (0.20 )     (0.05 )     (0.07 )     (0.11 )
                                         
Total income from investment operations
    0.39       0.09       0.22       0.35       0.33  
                                         
Less distributions:
                                       
Dividends from net investment income
    (0.40 )     (0.41 )     (0.46 )     (0.48 )     (0.49 )
                                         
Total distributions
    (0.40 )     (0.41 )     (0.46 )     (0.48 )     (0.49 )
                                         
Net asset value, end of period
  $ 8.74     $ 8.75     $ 9.07     $ 9.31     $ 9.44  
                                         
Total return
    4.56 %     1.00 %     2.39 %     3.82 %     3.60 %
                                         
Ratios and supplemental data:
                                       
Net assets, end of period (in thousands)
  $ 73,417     $ 79,683     $ 80,504     $ 91,911     $ 89,932  
Ratios to average net assets (annualized):
                                       
Expenses, net of waivers B
    0.35 %     0.33 %     0.33 %     0.33 %     0.30 %
Expenses, before waivers B
    0.35 %     0.33 %     0.33 %     0.33 %     0.30 %
Net investment income, net of waivers B
    3.64 %     3.15 %     3.00 %     4.54 %     4.63 %
Net investment income, before waivers B
    3.64 %     3.15 %     3.00 %     4.54 %     4.63 %
Portfolio turnover rate A
    48 %     38 %     41 %     81 %     63 %
 
A
The Short-Term Bond Fund invested all of its investable assets in its corresponding Portfolio through February 28, 2002. Portfolio turnover rate through February 28, 2002 was that of the Portfolio.
 
B
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the AMR Investment Services Short-Term Bond Portfolio through February 28, 2002.
 
C
On March 1, 2005, the existing Institutional Class shares were terminated and exchanged for AMR Class shares at a conversion rate of 1.0014. Following this exchange, the former AMR Class Shares were re-named Institutional Class.
 
D
For purposes of this calculation, the charge in undistributed net investment income per share was derived by dividing the change in undistributed net investment income by average shares outstanding for the period.
 
                         
    Treasury Inflation Protected Securities
 
    Fund-Institutional Class  
    Year Ended
       
    December 31,     June 30 to
 
For a share outstanding throughout the period   2006     2005     December 31, 2004 A  
Net asset value, beginning of period
  $ 9.75     $ 10.16     $ 10.00  
                         
Income from investment operations:
                       
Net investment income
    0.29       0.56       0.18 B
Net gains (losses) on securities (both realized and unrealized)
    (0.19 )     (0.37 )     0.21  
                         
Total income (loss) from investment operations
    0.10       (0.19 )     0.39  
                         
Less distributions:
                       
Dividends from net investment income
    (0.32 )     (0.55 )     (0.23 )
Distributions from net realized gains on securities
          (0.05 )     D
                         
Total distributions
    (0.32 )     (0.60 )     (0.23 )
                         
Net asset value, end of period
  $ 9.53     $ 9.75     $ 10.16  
                         
Total return
    1.05 %     1.86 %     3.94 % C
                         
Ratios and supplemental data:
                       
Net assets, end of period (in thousands)
  $ 33,792     $ 30,584     $ 20,943  
Ratios to average net assets (annualized):
                       
Expenses, after expense reimbursements (recoupments)
    0.49 %     0.44 %     0.46 %
Expenses, before expense reimbursements (recoupments)
    0.49 %     0.39 %     0.62 %
Net investment income, after expense reimbursements (recoupments)
    2.94 %     5.45 %     3.34 %
Net investment income, before expense reimbursements (recoupments)
    2.94 %     5.50 %     3.18 %
Portfolio turnover rate
    259 %     355 %     190 % C
 
A
The Treasury Inflation Protected Securities Fund commenced active operations on June 30, 2004.
 
B
Based on average shares outstanding.
 
C
Not annualized.
 
D
Amount is less than $0.01 per share.
 

 
Additional Information Prospectus
76


 

                                         
    Money Market Fund-Institutional Class  
    Year Ended December 31,  
For a share outstanding throughout the period:   2006     2005     2004     2003     2002  
Net asset value, beginning of period
  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
                                         
Income from investment operations:
                                       
Net investment income A
    0.05       0.03       0.01       0.01       0.02  
Net realized gain on investments
    B     B     B     B     B
                                         
Total income from investment operations
    0.05       0.03       0.01       0.01       0.02  
                                         
Less distributions:
                                       
Dividends from net investment income
    (0.05 )     (0.03 )     (0.01 )     (0.01 )     (0.02 )
Distributions from net realized gain on investments
    B     B     B     B     B
                                         
Total distributions
    (0.05 )     (0.03 )     (0.01 )     (0.01 )     (0.02 )
                                         
Net asset value, end of period
  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
                                         
Total return
    4.99 %     3.06 %     1.20 %     0.97 %     1.67 %
                                         
Ratios and supplemental data:
                                       
Net assets, end of period (in thousands)
  $ 504,403     $ 36,421     $ 34,146     $ 159,092     $ 474,922  
Ratios to average net assets (annualized): A
                                       
Expenses, net of waivers
    0.19 %     0.28 %     0.24 %     0.27 %     0.24 %
Expenses, before waivers
    0.23 %     0.28 %     0.24 %     0.27 %     0.24 %
Net investment income, net of waivers
    5.06 %     3.07 %     1.05 %     1.00 %     1.68 %
Net investment income, before waivers
    5.02 %     3.07 %     1.05 %     1.00 %     1.68 %
 
A
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the American Beacon Master Money Market Portfolio.
 
B
Amount is less than $0.01 per share.

 
Prospectus Additional Information
77


 

Additional Information 539343
_ _
 
Additional information about the Funds is found in the documents listed below. Request a free copy of these documents by calling 1-800-658-5811 or you may access them on the Funds’ website at www.americanbeaconfunds.com.
 
         
         
Annual Report/Semi-Annual Report
  Statement of Additional Information (“SAI”)    
The Funds’ Annual and Semi-Annual Reports list each Fund’s actual investments as of the report’s date. They also include a discussion by the Manager of market conditions and investment strategies that significantly affected the Funds’ performance. The report of the Funds’ independent auditors is included in the Annual Report.
  The SAI contains more details about the Funds and their investment policies. The SAI is incorporated in this Prospectus by reference (it is legally part of this Prospectus). A current SAI is on file with the Securities and Exchange Commission (SEC).    
 
To obtain more information about the Funds:
 
             
(TELEPHONE GRAPHIC)   (MAILBOX GRAPHIC)   (KEYBOARD GRAPHIC)   (MOUSE GRAPHIC)
By Telephone:   By Mail:   By E-mail:   On the Internet:
Call 1-800-658-5811   American Beacon Funds
4151 Amon Carter Blvd., MD 2450
Fort Worth, TX 76155
  american
   
 beacon.funds@ambeacon.com
  Visit our website at
www.americanbeaconfunds.com
Visit the SEC website at www.sec.gov
 
The SAI and other information about the Funds are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic mail to publicinfo@sec.gov, or by writing to the SEC’s Public Reference Section, 100 F Street NE, Washington, D.C. 20549. The SAI and other information about the Funds may also be reviewed and copied at the SEC’s Public Reference Room. Information on the operation of the SEC’s Public Reference Room may be obtained by calling the SEC at (202) 551-8090.
 
Fund Service Providers:
 
             
             
Custodian
State Street Bank
  and Trust
Boston, Massachusetts
 
Transfer Agent
Boston Financial
  Data Services
Kansas City, Missouri
 
Independent Registered
Public Accounting Firm
Ernst & Young LLP
Dallas, Texas
 
Distributor
Foreside Fund Services
Portland, Maine
 
 
(AMERICAN BEACON FUNDS LOGO)
 
SEC File Number 811-4984
 
American Beacon Funds is a service mark of AMR Corporation. American Beacon Balanced Fund, American Beacon Large Cap Value Fund, American Beacon Large Cap Growth Fund, American Beacon Mid-Cap Value Fund, American Beacon International Equity Fund, American Beacon Emerging Markets Fund, American Beacon High Yield Bond Fund, American Beacon Intermediate Bond Fund, American Beacon Short-Term Bond Fund, American Beacon Treasury Inflation Protected Securities Fund, American Beacon Small Cap Value Fund, American Beacon Small Cap Value Opportunity Fund, American Beacon Money Market Fund, American Beacon Small Cap Index Fund, and American Beacon International Equity Index Fund are service marks of American Beacon Advisors, Inc.

 
 
Additional Information Prospectus


 

(AMERICAN BEACON COVER)


 

(AMERICAN BEACON FUNDS LOGO)
 
(PLANAHEAD CLASS)
 
Table of Contents
 
         
         
About the Funds
       
Overview
    2  
Balanced Fund
    3  
Large Cap Value Fund
    7  
Mid-Cap Value Fund
    10  
Small Cap Value Fund
    13  
Small Cap Value Opportunity Fund
    16  
International Equity Fund
    18  
Emerging Markets Fund
    21  
S&P 500 Index Fund
    24  
High Yield Bond Fund
    27  
Enhanced Income Fund
    30  
Short-Term Bond Fund
    34  
Money Market Fund
    37  
U.S. Government Money Market Fund
    39  
Municipal Money Market Fund
    41  
The Manager
    44  
SSgA
    45  
The Sub-Advisors
    46  
Valuation of Shares
    53  
         
About Your Investment
       
Purchase and Redemption of Shares
    54  
Frequent Trading and Market Timing
    58  
Distributions and Taxes
    59  
         
Additional Information
       
Distribution of Fund Shares
    60  
Master-Feeder Structure
    60  
Portfolio Holdings
    60  
Delivery of Documents
    61  
Financial Highlights
    61  
Additional InformationBack Cover
About the Funds
 
Overview
 
 
The American Beacon Funds (the “Funds”) are managed by American Beacon Advisors, Inc. (the “Manager”), a wholly owned subsidiary of AMR Corporation.
 
The S&P 500 Index, Money Market, U.S. Government Money Market, and Municipal Money Market Funds operate under a master-feeder structure (the “Master-Feeder Funds”). Each Master-Feeder Fund, except for the S&P 500 Index Fund, seeks its investment objective by investing all of its investable assets in a corresponding portfolio of the American Beacon Master Trust (“Master Trust”) that has a similar name and identical investment objective. The Master Trust is managed by the Manager. The S&P 500 Index Fund invests all of its investable assets in the State Street Equity 500 Index Portfolio, which is a separate investment company with an identical investment objective, managed by SSgA Funds Management, Inc. (“SSgA”), a subsidiary of State Street Corp. and an affiliate of State Street Bank and Trust Company.
 
Throughout this Prospectus, statements regarding investments by a Master-Feeder Fund refer to investments made by its corresponding portfolio. For easier reading, the term “Fund” is used throughout the Prospectus to refer to either a Master-Feeder Fund or its portfolio, unless stated otherwise. See “Master-Feeder Structure”.

 
 
About the Funds Prospectus
2


 

 
American Beacon
 
Balanced Fund SM
 
 
Investment Objective
 
 
Income and capital appreciation.
 
Principal Strategies
 
 
Ordinarily, between 50% and 70% of the Fund’s total assets are invested in equity securities and between 30% and 50% of the Fund’s total assets are invested in debt securities.
 
The Fund’s equity investments may include common stocks, preferred stocks, securities convertible into common stocks, U.S. dollar-denominated American Depositary Receipts, and U.S. dollar-denominated foreign stocks traded on U.S. exchanges (collectively referred to as “stocks”).
 
The Fund’s assets are currently allocated among the Manager and the following three investment sub-advisors:
 
Barrow, Hanley, Mewhinney & Strauss, Inc. (“Barrow”)
 
Brandywine Global Investment Management, LLC (“Brandywine Global”)
 
Hotchkis and Wiley Capital Management, LLC (“Hotchkis”)
 
The Manager intends to allocate all new assets, generally on an equal basis, between Barrow and Brandywine Global, who each decide the proportion of assets to invest in equity and fixed income securities in accordance with the Fund’s guidelines. The Manager does not anticipate allocating any new assets to Hotchkis, as they have reached their capacity limit for large cap value assets, nor does the Manager anticipate allocating any new assets to itself, other than to periodically rebalance the proportion of assets invested in equity and fixed income securities managed by Hotchkis and the Manager, respectively.
 
The Fund’s sub-advisors select stocks that, in their opinion, have most or all of the following characteristics (relative to the S&P 500 ® Index):
 
•  above-average earnings growth potential,
•  below-average price to earnings ratio,
•  below-average price to book value ratio, and
•  above-average dividend yields.
 
Each of the Fund’s sub-advisors determines the earnings growth prospects of companies based upon a combination of internal and external research using fundamental analysis and considering changing economic trends. The decision to sell a stock is typically based on the belief that the company is no longer considered undervalued or shows deteriorating fundamentals, or that better investment opportunities exist in other stocks. The Manager believes that this strategy will help the Fund outperform other investment styles over the longer term while minimizing volatility and downside risk.
 
The Fund’s investments in debt securities may include: obligations of the U.S. Government, its agencies and instrumentalities (some of which are not backed by the full faith and credit of the U.S. Government); U.S. corporate debt securities, such as notes and bonds; mortgage-backed securities; asset-backed securities; master-demand notes; Yankeedollar and Eurodollar bank certificates of deposit, time deposits, bankers’ acceptances, commercial paper and other notes; and other debt securities. The Fund will only buy debt securities that are investment grade at the time of purchase. Investment grade securities include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. The Fund, at the discretion of the Manager or the applicable sub-advisor, may retain a security that has been downgraded below the initial investment criteria.
 
In determining which debt securities to buy and sell, the Manager and the sub-advisors generally use a “top-down” or “bottom-up” investment strategy, or a combination of both strategies.
 
The top-down fixed income investment strategy is implemented as follows:
 
•  Develop an overall investment strategy, including a portfolio duration target, by examining the current trends in the U.S. economy. Duration is a measure of price sensitivity relative to changes in interest rates. For example, if a bond had a duration of four years, a 1% increase in U.S. Treasury interest rates could be expected to result in a 4% decrease in the value of the bond. Therefore, portfolios with longer durations are typically more sensitive to changes in interest rates.
•  Set desired portfolio maturity structure by comparing the differences between corporate and U.S. Government securities of similar duration to judge their potential for optimal return in accordance with the target duration benchmark.

 
 
Prospectus About the Funds
3


 

 
American Beacon
 
Balanced Fund SM  — (continued)
•  Determine the weightings of each security type by analyzing the difference in yield spreads between corporate and U.S. Government securities.
•  Select specific debt securities within each security type.
•  Review and monitor portfolio composition for changes in credit, risk-return profile and comparisons with benchmarks.
 
The bottom-up fixed income investment strategy is implemented as follows:
 
•  Search for eligible securities with a yield to maturity advantage versus a U.S. Government security with a similar maturity.
•  Evaluate credit quality of the securities.
•  Perform an analysis of the expected price volatility of the securities to changes in interest rates by examining actual price volatility between U.S. Government and non-U.S. Government securities.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term obligations. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
Principal Risk Factors
 
 
Market Risk (Stocks)
Since this Fund invests a substantial portion of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks will decline due to drops in the stock market. In general, the value of the Fund will move in the same direction as the overall stock market, which will vary from day to day in response to the activities of individual companies and general market and economic conditions.
 
Value Stocks Risk (Stocks)
Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices may go down. While the Fund’s investments in value stocks may limit its downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk.
 
Interest Rate Risk (Bonds)
The Fund is subject to the risk that the market value of the bonds it holds will decline due to rising interest rates. When interest rates rise, the prices of most bonds go down. The price of a bond is also affected by its maturity. Bonds with longer maturities generally have greater sensitivity to changes in interest rates.
 
Credit Risk (Bonds)
The Fund is subject to the risk that the issuer of a bond, including a U.S. Government agency not backed by the full faith and credit of the U.S. Government, will fail to make timely payment of interest or principal. A decline in an issuer’s credit rating can cause its price to go down.
 
Prepayment and Extension Risk (Bonds)
The Fund’s investments in asset-backed and mortgage-backed securities are subject to the risk that the principal amount of the underlying collateral may be repaid prior to the bond’s maturity date. If this occurs, no additional interest will be paid on the investment and the Fund may have to invest at a lower rate. Conversely, a decrease in expected prepayments may result in the extension of a security’s effective maturity and a decline in its price.
 
Foreign Investing Risk
Investing in the securities of foreign companies carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) political and financial instability, (2) less liquidity and greater volatility, (3) lack of uniform accounting, auditing and financial reporting standards, and (4) increased price volatility.
 
Securities Selection Risk
Securities selected by the Manager or a sub-advisor for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to three broad-based market indices, an index specific to the Fund’s strategy, and the Lipper Mixed-Asset Target Allocation Growth (MATAG) Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market indices and the index specific to the Fund’s strategy do not reflect fees, expenses or taxes. Past

 
 
About the Funds Prospectus
4


 

 
American Beacon
 
Balanced Fund SM  — (continued)
performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
   13.65%
(1/1/97 through 12/31/06)
  (2nd Quarter 2003)
Lowest Quarterly Return:
  –10.75%
(1/1/97 through 12/31/06)
  (3rd Quarter 2002)
 
                         
    Average Annual Total Return
    as of 12/31/06
    1 Year   5 Years   10 Years
Return Before Taxes
    13.57%       9.24%       8.41%  
Return After Taxes on Distributions
    11.86%       7.90%       6.19%  
Return After Taxes on Distributions and Sale of Fund Shares
    9.97%       7.44%       6.10%  
 
 
Linked S&P 500/Citigroup Value Index 1
    20.80%       9.13%       9.31%  
S&P 500 Index 2
    15.79%       6.19%       8.42%  
Lehman Bros. Aggregate Index 3
    4.33%       5.06%       6.24%  
Balanced Composite Index 4
    13.99%       7.78%       8.42%  
Lipper MATAG Funds Index
    13.55%       7.66%       8.00%  
 
1
The Linked S&P 500/Citigroup Value Index represents returns of the S&P 500/Barra Value Index (“Barra Index”) up to October 31, 2005 and the S&P 500/Citigroup Value Style Index (“Citigroup Index”) thereafter. The Barra Index is a market value weighted index of stocks with book-to-price ratios in the top 50% of the S&P 500 Index. The Citigroup Index is a market value weighted index of stocks in the S&P 500 that score highest based on an average of book-to-price ratio, cash flow-to-price ratio, sales-to-price ratio, and dividend yield, representing 50% of the total market value of the S&P 500.
 
2
The S&P 500 Index is an unmanaged index of common stocks publicly traded in the United States.
 
3
The Lehman Brothers Aggregate Index is a market value weighted performance benchmark for government, corporate, mortgage-backed and asset-backed fixed-rate debt securities of all maturities.
 
4
To reflect the Fund’s allocation of its assets between investment grade fixed-income securities and equity securities, the Manager has combined the returns of the Linked S&P 500/Citigroup Value Index and the Lehman Brothers Aggregate Index in a 60%/40% proportion.
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the Return After Taxes on Distributions and Sale of Fund Shares may be higher than the other returns for the same period. This occurs when a capital loss is realized upon redemption, resulting in a tax deduction that benefits the shareholder. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. If you hold your Fund shares through a tax-deferred arrangement, such as an IRA or a 401(k), the after-tax returns do not apply to your situation.
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Balanced Fund.
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.28 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.57  
Acquired Fund Fees and Expenses 1
    0.03  
         
Total Annual Fund Operating Expenses 2
    0.88 %
         
 
1
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
2
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $90  
3 Years
    $281  
5 Years
    $488  
10 Years
    $1,084  

 
 
Prospectus About the Funds
5


 

 
American Beacon
 
Balanced Fund SM  — (continued)
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
About the Funds Prospectus
6


 

 
American Beacon
 
Large Cap Value Fund SM
 
 
Investment Objective
 
 
Long-term capital appreciation and current income.
 
Principal Strategies
 
 
Ordinarily, at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in equity securities of large market capitalization U.S. companies. These companies generally have market capitalizations similar to the market capitalization of the companies in the Russell 1000 ® Index 1 at the time of investment. The Russell 1000 Index measures the performance of the 1,000 largest U.S. companies based on total market capitalization. As of December 31, 2006, the market capitalizations of the companies in the Russell 1000 Index ranged from $1.2 billion to $463.6 billion. The Fund’s investments may include common stocks, preferred stocks, securities convertible into U.S. common stocks, U.S. dollar-denominated American Depositary Receipts, and U.S. dollar-denominated foreign stocks traded on U.S. exchanges (collectively referred to as “stocks”).
 
The Fund’s assets, are currently allocated among four investment sub-advisors:
 
Barrow, Hanley, Mewhinney & Strauss, Inc.
 
Brandywine Global Investment Management, LLC
 
Hotchkis and Wiley Capital Management, LLC
 
Metropolitan West Capital Management, LLC
 
The Manager does not anticipate allocating any new assets to Hotchkis and Wiley Capital Management, LLC, as they have reached their capacity limit for large cap value assets. The Manager intends to allocate all new assets, generally on an equal basis, among Barrow, Hanley, Mewhinney & Strauss, Inc., Brandywine Global Investment Management, LLC and Metropolitan West Capital Management, LLC.
 
The Fund’s sub-advisors select stocks that, in their opinion, have most or all of the following characteristics (relative to the S&P 500 ® Index):
 
• above-average earnings growth potential,
• below-average price to earnings ratio,
• below-average price to book value ratio, and
• above-average dividend yields.
 
Each of the Fund’s sub-advisors determines the earnings growth prospects of companies based upon a combination of internal and external research using fundamental analysis and considering changing economic trends. The decision to sell a stock is typically based on the belief that the company is no longer considered undervalued or shows deteriorating fundamentals, or that better investment opportunities exist in other stocks. The Manager believes that this strategy will help the Fund outperform other investment styles over the longer term while minimizing volatility and downside risk.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term obligations. Investment grade obligations include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Market Risk
Since this Fund invests most of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks will decline due to drops in the stock market. In general, the value of the Fund will move in the same direction as the overall stock market, which will vary from day to day in response to the activities of individual companies and general market and economic conditions.
 
Value Stocks Risk
Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices may go down. While the Fund’s investments in value stocks may limit its downside risk over time, the
 
 
1       The Russell 1000  Index is a registered trademark of Frank Russell Company.

 
 
Prospectus About the Funds
7


 

 
American Beacon
 
Large Cap Value Fund SM  — (continued)
Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk.
 
Foreign Investing Risk
Investing in the securities of foreign companies carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) political and financial instability, (2) less liquidity and greater volatility, (3) lack of uniform accounting, auditing and financial reporting standards, and (4) increased price volatility.
 
Securities Selection Risk
Securities selected by a sub-advisor for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to two broad-based market indices and the Lipper Large-Cap Value Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market indices do not reflect fees, expenses or taxes. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
(1/1/97 through 12/31/06)
   19.76%
(2nd Quarter 2003)
Lowest Quarterly Return:
(1/1/97 through 12/31/06)
  –18.68%
(3rd Quarter 2002)
 
                         
    Average Annual Total Return
    as of 12/31/06
    1 Year   5 Years   10 Years
Return Before Taxes
    18.71%       11.96%       9.72%  
Return After Taxes on Distributions
    17.90%       11.37%       7.97%  
Return After Taxes on Distributions and Sale of Fund Shares
    12.91%       10.25%       7.58%  
 
 
Linked S&P 500/Citigroup Value Index 1
    20.80%       9.13%       9.31%  
S&P 500 Index 2
    15.79%       6.19%       8.42%  
Lipper Large-Cap Value Funds Index
    18.28%       7.67%       8.54%  
 
1
The Linked S&P 500/Citigroup Value Index represents returns of the S&P 500/Barra Value Index (“Barra Index”) up to October 31, 2005 and the S&P 500/Citigroup Value Style Index (“Citigroup Index”) thereafter. The Barra Index is a market value weighted index of stocks with book-to-price ratios in the top 50% of the S&P 500 Index. The Citigroup Index is a market value weighted index of stocks in the S&P 500 that score highest based on an average of book-to-price ratio, cash flow-to-price ratio, sales-to-price ratio, and dividend yield, representing 50% of the total market value of the S&P 500.
 
2
The S&P 500 Index is an unmanaged index of common stocks publicly traded in the United States.
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the Return After Taxes on Distributions and Sale of Fund Shares may be higher than the other returns for the same period. This occurs when a capital loss is realized upon redemption, resulting in a tax deduction that benefits the shareholder. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. If you hold your Fund shares through a tax-deferred arrangement, such as an IRA or a 401(k), the after-tax returns do not apply to your situation.

 
 
About the Funds Prospectus
8


 

 
American Beacon
 
Large Cap Value Fund SM  — (continued)
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Large Cap Value Fund.
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.29 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.56  
Acquired Fund Fees and Expenses 1
    0.02  
         
Total Annual Fund Operating Expenses 2
    0.87 %
         
 
1
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
2
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $89  
3 Years
    $278  
5 Years
    $482  
10 Years
    $1,073  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
Prospectus About the Funds
9


 

 
American Beacon
 
Mid-Cap Value Fund SM
 
 
Investment Objective
 
 
Long-term capital appreciation and current income.
 
Principal Strategies
 
 
Ordinarily, at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in equity securities of middle market capitalization U.S. companies. These companies generally have market capitalizations between $1 billion and the market capitalization of the largest company in the Russell Midcap ® Index 1 at the time of investment. As of December 31, 2006, the market capitalization of the largest company in the Russell Midcap Index was $21.4 billion. The Fund’s investments may include common stocks, preferred stocks, securities convertible into U.S. common stocks, U.S. dollar- denominated American Depositary Receipts, and U.S. dollar-denominated foreign stocks traded on U.S. exchanges (collectively referred to as “stocks”).
 
The Manager currently allocates the Fund’s assets, generally on an equal basis, between two investment sub-advisors:
 
Barrow, Hanley, Mewhinney & Strauss, Inc. (“Barrow”)
 
Pzena Investment Management, LLC (“Pzena”)
 
In general, the sub-advisors select stocks that, in their opinion, have most or all of the following characteristics (relative to the Russell Midcap Index():
 
above-average earnings growth potential,
below-average price to earnings ratio,
below-average price to book value ratio, and
above-average dividend yields.
 
Barrow invests in medium-sized companies with low price to earnings and price to book value ratios and high dividend yields in relation to the Russell Midcap Index. Through extensive research and meetings with company management teams, Barrow seeks to identify companies that not only possess these three characteristics, but that also exhibit high or improving profitability translating into earnings growth above that of the overall Russell Midcap Index. Barrow’s portfolio will generally consist of 35 to 45 stocks.
 
Pzena invests in medium-sized companies and intends to maintain a concentrated portfolio of 30 to 40 stocks selected from the most undervalued or “deep” value portion of its investment universe. Pzena looks for companies within that universe that sell for a low price relative to normal earnings (with “normal earnings” defined as a 5 year estimate of what the company should earn in a normal environment based on research of the company’s history and the history of its industry).
 
Each of the Fund’s sub-advisors determines the earnings growth prospects of companies based upon a combination of internal and external research using fundamental analysis and considering changing economic trends. The decision to sell a security is typically based on the belief that the company is no longer considered undervalued or shows deteriorating fundamentals, or that better investment opportunities exist in other stocks. The Manager believes that this strategy will help the Fund outperform other investment styles over the longer term while minimizing volatility and downside risk.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term obligations. Investment grade obligations include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Market Risk
Since this Fund invests most of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks will decline due to drops in the stock market. In general, the value of the Fund will move in the same direction as the overall stock market, which will vary
 
 
( 1      The Russell Midcap Index is a registered trademark of Frank Russell Company.

 
 
About the Funds Prospectus
10


 

 
American Beacon
 
Mid-Cap Value Fund SM  — (continued)
from day to day in response to the activities of individual companies and general market and economic conditions.
 
Mid-Capitalization Companies Risk
Investing in the securities of mid-capitalization companies involves greater risk and the possibility of greater price volatility than investing in larger capitalization and more established companies, since smaller companies may have limited operating history, product lines, and financial resources, the securities of these companies may lack sufficient market liquidity, and they can be sensitive to expected changes in interest rates, borrowing costs and earnings.
 
Value Stocks Risk
Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices may go down. While the Fund’s investments in value stocks may limit its downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk.
 
Foreign Investing Risk
Investing in the securities of foreign companies carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) political and financial instability, (2) less liquidity and greater volatility, (3) lack of uniform accounting, auditing and financial reporting standards, and (4) increased price volatility.
 
Securities Selection Risk
Securities selected by a sub-advisor for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper Mid-Cap Value Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market index do not reflect fees, expenses or taxes. The PlanAhead Class of the Fund began offering its shares on March 1, 2006. However, two other classes of shares of the Fund not offered in this Prospectus began offering their shares on June 30, 2004 and November 30, 2005, respectively. In the chart and table below, performance before November 30, 2005 are for the AMR Class, and performance results from November 30, 2005 through February 28, 2006 are for the Institutional Class of the Fund. Because the other classes had lower expenses, their performance was better than the PlanAhead Class of the Fund would have realized in the same period. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
  7.01%
(1/1/05 through 12/31/06)
  (4th Quarter 2006)
Lowest Quarterly Return:
  -2.10%
(1/1/05 through 12/31/06)
  (2nd Quarter 2006)
 
                 
    Average Annual Total Return
    as of 12/31/06
        Since Inception
    1 Year   (6/30/04)
Return Before Taxes
    17.62%       15.79%  
Return After Taxes on Distributions
    16.59%       12.22%  
Return After Taxes on Distributions and Sale of Fund Shares
    11.68%       11.68%  
 
 
Russell Midcap ® Value Index 1
    20.22%       19.56%  
Lipper Mid-Cap Value Funds Index
    15.66%       14.18%  
 
1
The Russell Midcap Value Index is an unmanaged index of those stocks in the Russell Midcap Index with below-average price-to-book ratios and below-average forecasted growth values. The Russell Midcap Index measures the performance of the 800 smallest companies in the Russell 1000 Index. The Russell Midcap Value Index and Russell 1000 Index are registered trademarks of Frank Russell Company.

 
 
Prospectus About the Funds
11


 

 
American Beacon
 
Mid-Cap Value Fund SM  — (continued)
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the Return After Taxes on Distributions and Sale of Fund Shares may be higher than the other returns for the same period. This occurs when a capital loss is realized upon redemption, resulting in a tax deduction that benefits the shareholder. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. If you hold your Fund shares through a tax-deferred arrangement, such as an IRA or a 401(k), the after-tax returns do not apply to your situation.
 
Fees and Expenses
 
 
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Mid-Cap Value Fund.
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.72 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.89  
Acquired Fund Fees and Expenses 1
    0.03  
         
Total Annual Fund Operating Expenses 2
    1.64 %
         
Expense Reimbursement/(Recoupment)
    0.41 % 3
Net Expenses
    1.23 % 4
 
1
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
2
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
3
The Manager has contractually agreed to reimburse the PlanAhead Class of the Fund for Other Expenses through February 29, 2008 to the extent that Total Annual Fund Operating Expenses exceed 1.23%. The contractual expense reimbursement can be changed by approval of a majority of the Fund’s Board of Trustees. In addition, the Manager may decide voluntarily to waive additional fees or reimburse the Fund for other expenses. The Manager can be reimbursed by the Fund for any contractual or voluntary fee waivers or expense reimbursements made on or after the inception date of the PlanAhead Class of the Fund. Such reimbursements to the Manager will be made only if the reimbursement (a) occurs within three years after the Manager’s own waiver or reimbursement and (b) does not cause the Total Annual Fund Operating Expenses of the PlanAhead Class of the Fund to exceed 1.23%.
 
4
The contractual expense limitation excludes interest, taxes, brokerage commissions, and extraordinary expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Because the Manager has contractually agreed to reimburse expenses only through February 29, 2008, Net Expenses were used to calculate the cost in year one, and Total Annual Fund Operating Expenses were used to calculate costs for years two through ten. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $125  
3 Years
    $477  
5 Years
    $853  
10 Years
    $1,909  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Fund’s website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
About the Funds Prospectus
12


 

 
American Beacon
 
Small Cap Value Fund SM
 
 
Investment Objective
 
 
Long-term capital appreciation and current income.
 
Principal Strategies
 
 
Ordinarily, at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in equity securities of small market capitalization U.S. companies. These companies generally have market capitalizations of $3 billion or less at the time of investment. The Fund’s investments may include common stocks, preferred stocks, securities convertible into common stocks, U.S. dollar-denominated American Depositary Receipts, and U.S. dollar-denominated foreign stocks traded on U.S. exchanges (collectively, “stocks”).
 
The Fund’s assets are currently allocated among five investment sub-advisors:
 
Barrow, Hanley, Mewhinney & Strauss, Inc. (“Barrow”)
 
Brandywine Global Investment Management, LLC (“Brandywine Global”)
 
Hotchkis and Wiley Capital Management, LLC (“Hotchkis”)
 
Opus Capital Group, LLC (“Opus”)
 
The Boston Company Asset Management, LLC (“The Boston Company”)
 
The Fund’s Board of Trustees has appointed the following three investment sub-advisors to the Fund, but the Manager has not allocated Fund assets to these sub-advisors:
 
Dreman Value Management, LLC (“Dreman”)
 
Metropolitan West Capital Management, LLC (“MetWest Capital”)
 
SSgA Funds Management, Inc. (“SSgA”)
 
The Manager does not anticipate allocating any new assets to Barrow or Hotchkis, as these sub-advisors have reached their capacity limit for small cap assets. The Manager intends to allocate new assets among Brandywine Global, Dreman, MetWest Capital, Opus, SSgA, and The Boston Company as their capacity commitments to the Fund permit.
 
The sub-advisors, except SSgA, select stocks that, in their opinion, have most or all of the following characteristics (relative to the Russell 2000 ® Index 1 ):
 
above-average earnings growth potential,
below-average price to earnings ratio, and
below-average price to book value ratio.
 
SSgA pursues an enhanced index strategy, seeking to outperform the Russell 2000 ® Value Index 1 (the “Index”) by selecting stocks that are undervalued by the market and that possess superior earnings growth potential. In deciding to purchase or hold a stock, SSgA considers perspectives on the stock’s growth potential and valuation as well as sentiment toward the stock by the market and the company’s management. As an essential component of its investment process, SSgA attempts to control risk by constructing a portfolio with overall characteristics similar to the Index.
 
Each of the sub-advisors determines the earnings growth prospects of companies based upon a combination of internal and external research using fundamental analysis and considering changing economic trends. The decision to sell a stock is typically based on the belief that the company is no longer considered undervalued or shows deteriorating fundamentals, or that better investment opportunities exist in other stocks. The Manager believes that this strategy will help the Fund outperform other investment styles over the longer term while minimizing volatility and downside risk.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term obligations. Investment grade obligations include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will
 
 
1       Russell 2000  Index and Russell 2000 Value Index are registered trademarks of Frank Russell Company.

 
 
Prospectus About the Funds
13


 

 
American Beacon
 
Small Cap Value Fund SM  — (continued)
be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Market Risk
Since this Fund invests most of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks will decline due to drops in the stock market. In general, the value of the Fund will move in the same direction as the overall stock market, which will vary from day to day in response to the activities of individual companies and general market and economic conditions.
 
Small Capitalization Companies Risk
Investing in the securities of small capitalization companies involves greater risk and the possibility of greater price volatility than investing in larger capitalization and more established companies, since smaller companies may have limited operating history, product lines, and financial resources, the securities of these companies may lack sufficient market liquidity and they can be particularly sensitive to expected changes in interest rates, borrowing costs and earnings.
 
Value Stocks Risk
Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices may go down. While the Fund’s investments in value stocks may limit its downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk.
 
Foreign Investing Risk
Investing in the securities of foreign companies carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) political and financial instability, (2) less liquidity and greater volatility, (3) lack of uniform accounting, auditing and financial reporting standards, and (4) increased price volatility.
 
Securities Selection Risk
Securities selected by a sub-advisor for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper Small-Cap Value Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market index do not reflect fees, expenses or taxes. The PlanAhead Class of the Fund began offering its shares on March 1, 1999. However, another class of shares of the Fund not offered in this Prospectus began offering its shares on January 1, 1999. In the chart and table below, performance results before March 1, 1999 are for the older class. Because the other class had lower expenses, its performance was better than the PlanAhead Class of the Fund would have realized in the same period. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
   24.75%
(1/1/99 through 12/31/06)
  (2nd Quarter 2003)
Lowest Quarterly Return:
  –20.90%
(1/1/99 through 12/31/06)
  (3rd Quarter 2002)
 

 
 
About the Funds Prospectus
14


 

 
American Beacon
 
Small Cap Value Fund SM  — (continued)
                         
    Average Annual Total Return
    as of 12/31/06
            Since Inception
    1 Year   5 Years   (12/31/98)
Return Before Taxes
    14.39%       15.93%       14.78%  
Return After Taxes on Distributions
    12.65%       14.64%       13.37%  
Return After Taxes on Distributions and Sale of Fund Shares
    10.59%       13.40%       12.36%  
 
 
Russell 2000 Value Index 1
    23.48%       15.37%       13.84%  
Lipper Small-Cap Value Funds Index
    17.13%       14.75%       13.44%  
 
1
The Russell 2000 Value Index is an unmanaged index of those stocks in the Russell 2000 Index with below-average price-to-book ratios and below-average forecasted growth values.
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the Return After Taxes on Distributions and Sale of Fund Shares may be higher than the other returns for the same period. This occurs when a capital loss is realized upon redemption, resulting in a tax deduction that benefits the shareholder. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. If you hold your Fund shares through a tax-deferred arrangement, such as an IRA or a 401(k), the after-tax returns do not apply to your situation.
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Small Cap Value Fund.
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.51 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.55  
Acquired Fund Fees and Expenses 1
    0.03  
         
Total Annual Fund Operating Expenses 2
    1.09 %
         
 
1
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
2
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $111  
3 Years
    $347  
5 Years
    $601  
10 Years
    $1,329  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
Prospectus About the Funds
15


 

 
American Beacon
 
Small Cap Value Opportunity Fund SM
 
 
Investment Objective
 
 
Long-term capital appreciation and current income.
 
Principal Strategies
 
 
Ordinarily, at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in equity securities of small market capitalization U.S. companies. These companies generally have market capitalizations of $3 billion or less at the time of investment. The Fund’s investments may include common stocks, preferred stocks, securities convertible into common stocks, U.S. dollar-denominated American Depositary Receipts, and U.S. dollar-denominated foreign stocks traded on U.S. exchanges (collectively referred to as “stocks”).
 
The Manager currently allocates all of the Fund’s assets to PanAgora Asset Management, Inc. (“PanAgora”).
 
PanAgora’s investment process follows a bottom-up approach. The strategy applies quantitative techniques combined with traditional investment theory. The investment team utilizes a proprietary, multi-factor, quantitative model to create a return forecast for each stock in the Russell 2000 ® Value Index. 1 Factors indicating relative value, such as book-to-price ratio, sales-to-price ratio, forward earnings-to-price ratio, and dividend yield, play a significant role in the model. Additional factor categories include earnings quality, earnings momentum, and price momentum. Each stock’s return forecast is then weighed against its contribution to the risk of the portfolio in comparison to the benchmark and transaction costs. PanAgora attempts to construct a portfolio with the highest return potential and the lowest risk. A key component of their investment process is the fundamental analysis of potential investments by the investment team. This insight is used to enhance and verify the quantitative techniques.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term obligations. Investment grade obligations include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Market Risk
Since the Fund invests most of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks will decline due to drops in the stock market. In general, the value of the Fund will move in the same direction as the overall stock market, which will vary from day to day in response to the activities of individual companies and general market and economic conditions.
 
Small Capitalization Companies Risk
Investing in the securities of small capitalization companies involves greater risk and the possibility of greater price volatility than investing in larger capitalization and more established companies, since smaller companies may have limited operating history, product lines, and financial resources, the securities of these companies may lack sufficient market liquidity, and they can be sensitive to expected changes in interest rates, borrowing costs and earnings.
 
Value Stocks Risk
Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices may go down. While the Fund’s investments in value stocks may limit its downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk.
 
Foreign Investing Risk
Investing in the securities of foreign companies carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) political and financial instability, (2) less liquidity and greater volatility, (3) lack of uniform accounting, auditing and financial reporting standards, and (4) increased price volatility.
 
 
1       Russell 2000  Value Index is a registered trademark of Frank Russell Company.

 
 
About the Funds Prospectus
16


 

 
American Beacon
 
Small Cap Value Opportunity Fund SM  — (continued)
 
Securities Selection Risk
Securities selected by PanAgora may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Performance
 
 
Since the Fund began offering its shares on March 31, 2006, it does not have long-term performance history. Therefore, the Prospectus does not include a bar chart of annual total returns or a performance table of average annual total returns.
 
Fees and Expenses
 
 
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Small Cap Value Opportunity Fund.
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.56 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    19.49  
Acquired Fund Fees and Expenses 1
    0.02  
         
Total Annual Fund Operating Expenses 2
    20.07 %
         
Expense Reimbursement/(Recoupment)
    18.77 % 3
Net Expenses
    1.30 % 4
 
1
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
2
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
3
The Manager has contractually agreed to reimburse the PlanAhead Class of the Fund for Other Expenses through February 29, 2008 to the extent that Total Annual Fund Operating Expenses exceed 1.30%. The contractual expense reimbursement can be changed by approval of a majority of the Fund’s Board of Trustees. In addition, the Manager may decide voluntarily to waive additional fees or reimburse the Fund for other expenses. The Manager can be reimbursed by the Fund for any contractual or voluntary fee waivers or expense reimbursements made on or after the inception date of the PlanAhead Class of the Fund. Such reimbursements to the Manager will be made only if the reimbursement (a) occurs within three years after the Manager’s own waiver or reimbursement and (b) does not cause the Total Annual Fund Operating Expenses of the PlanAhead Class of the Fund to exceed 1.30%.
 
4
The contractual expense limitation excludes interest, taxes, brokerage commissions, and extraordinary expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Because the Manager has contractually agreed to reimburse expenses only through February 29, 2008, Net Expenses were used to calculate the cost in year one, and Total Annual Fund Operating Expenses were used to calculate costs for years two through ten. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $132  
3 Years
    $3,691  
5 Years
    $6,258  
10 Years
    $9,966  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Fund’s website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
Prospectus About the Funds
17


 

 
American Beacon
 
International Equity Fund SM
 
  
Investment Objective
 
 
Long-term capital appreciation.
 
Principal Strategies
 
 
Ordinarily, at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in common stocks and securities convertible into common stocks (collectively, “stocks”) of issuers based in at least three different countries located outside the United States. The Fund will primarily invest in countries comprising the Morgan Stanley Capital International Europe Australasia Far East Index (“EAFE Index”). The EAFE Index is comprised of equity securities of companies from various industrial sectors whose primary trading markets are located outside the United States. Companies included in the EAFE Index are selected from among the larger capitalization companies in these markets.
 
The Fund’s assets are currently allocated among four investment sub-advisors:
 
Causeway Capital Management LLC
 
Lazard Asset Management LLC
 
Templeton Investment Counsel, LLC
 
The Boston Company Asset Management, LLC (“The Boston Company”)
 
The Manager does not anticipate allocating any new assets to Causeway Capital Management LLC, as it has closed its international value equity strategy to further investments by the Fund. The Manager intends to allocate all new assets among Lazard Asset Management LLC, Templeton Investment Counsel, LLC and The Boston Company. The Boston Company has recently been selected as a sub-advisor to the Fund, and as such, the Manager intends to gradually increase the portion of Fund assets under The Boston Company’s management to approximate that of the other sub-advisors.
 
The sub-advisors select stocks that, in their opinion, have most or all of the following characteristics (relative to that stock’s country, sector or industry):
 
•  above-average return on equity or earnings growth potential,
•  below-average price to earnings or price to cash flow ratio,
•  below-average price to book value ratio, and
•  above-average dividend yields.
 
The sub-advisors may consider potential changes in currency exchange rates when choosing stocks. Each of the sub-advisors determines the earnings growth prospects of companies based upon a combination of internal and external research using fundamental analysis and considering changing economic trends. The decision to sell a stock is typically based on the belief that the company is no longer considered undervalued or shows deteriorating fundamentals, or that better investment opportunities exist in other stocks. The Manager believes that this strategy will help the Fund outperform other investment styles over the longer term while minimizing volatility and downside risk. A sub-advisor may trade forward foreign currency contracts or currency futures in an attempt to reduce the Fund’s risk exposure to adverse fluctuations in currency exchange rates.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term obligations. Investment grade obligations include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Market Risk
Since this Fund invests most of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks of a particular country will decline due to drops in that country’s stock market. In general, the value of the Fund will move in the same direction as the international stock markets in which it invests, which will vary from day to day in response to the activities of individual companies and general market, economic and political conditions of that country.

 
 
About the Funds Prospectus
18


 

 
American Beacon
 
International Equity Fund SM  — (continued)
 
Foreign Investing Risk
Overseas investing carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) currency exchange rate fluctuations; (2) political and financial instability; (3) less liquidity and greater volatility of foreign investments; (4) lack of uniform accounting, auditing and financial reporting standards; (5) less government regulation and supervision of foreign stock exchanges, brokers and listed companies; (6) increased price volatility; and (7) delays in transaction settlement in some foreign markets.
 
Market Timing Risk
Because the Fund invests in foreign securities, it is particularly subject to the risk of market timing activities. The Fund generally prices foreign securities using their closing prices from the foreign markets in which they trade, typically prior to the Fund’s determination of its net asset value. These prices may be affected by events that occur after the close of a foreign market but before the Fund prices its shares. In such instances, the Fund may fair value foreign securities. However, some investors may engage in frequent short-term trading in the Fund to take advantage of any price differentials that may be reflected in the net asset value of the Fund’s shares. There is no assurance that fair valuation of securities can reduce or eliminate market timing. While the Manager monitors trading in Fund shares, there is no guarantee that it can detect all market timing activities. For further information regarding the Fund’s fair valuation and market timing policies, please see the Sections titled “Valuation of Shares” and “Frequent Trading and Market Timing.”
 
Derivatives Risk
The Fund may use derivatives, such as futures contracts and foreign currency forward contracts as a hedge against foreign currency fluctuations. There can be no assurance that any strategy used will succeed. If one of the sub-advisors incorrectly forecasts currency exchange rates in utilizing a derivatives strategy for the Fund, the Fund could lose money.
 
Securities Selection Risk
Securities selected by a sub-advisor for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper International Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market index do not reflect fees, expenses or taxes. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
(1/1/97 through 12/31/06)
   21.79%
(2nd Quarter 2003)
Lowest Quarterly Return:
(1/1/97 through 12/31/06)
  –22.51%
(3rd Quarter 2002)
 
                         
    Average Annual Total Return
    as of 12/31/06
    1 Year   5 Years   10 Years
Return Before Taxes
    25.99%       16.02%       10.08%  
Return After Taxes on Distributions
    24.14%       15.20%       8.89%  
Return After Taxes on Distributions and Sale of Fund Shares
    18.90%       13.95%       8.39%  
 
 
EAFE Index 1
    26.34%       14.98%       7.71%  
Lipper International Funds Index
    25.89%       15.14%       8.77%  
 
1
The EAFE Index is an unmanaged index of international stock investment performance.

 
 
Prospectus About the Funds
19


 

 
American Beacon
 
International Equity Fund SM  — (continued)
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the Return After Taxes on Distributions and Sale of Fund Shares may be higher than the other returns for the same period. This occurs when a capital loss is realized upon redemption, resulting in a tax deduction that benefits the shareholder. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. If you hold your Fund shares through a tax-deferred arrangement, such as an IRA or a 401(k), the after-tax returns do not apply to your situation.
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the International Equity Fund. 1
 
Shareholder Fees
(fees paid directly from your investment)
 
         
Redemption Fee
       
(as a percentage of amount redeemed, if applicable)
    2.00 % 2
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.34 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.62  
Acquired Fund Fees and Expenses 3
    0.01  
         
Total Annual Fund Operating Expenses 4
    0.97 %
         
 
1
Prior to March 1, 2006, the Fund invested all of its investable assets in a corresponding portfolio of the Master Trust. Accordingly, the expense table and the Example below reflect the expenses of both the Fund and the International Equity Portfolio of the Master Trust through February 28, 2006.
 
2
Fee applies to the proceeds of shares that are redeemed within 90 days of their purchase.
 
3
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
4
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $99  
3 Years
    $309  
5 Years
    $536  
10 Years
    $1,190  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
About the Funds Prospectus
20


 

 
American Beacon
 
Emerging Markets Fund SM
 
 
Investment Objective
 
 
Long-term capital appreciation.
 
Principal Strategies
 
 
Ordinarily, at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in equity securities of issuers that:
 
•  are primarily listed on the trading market of an emerging market country;
•  are headquartered in an emerging market country; or
•  derive 50% or more of their revenues from, or have 50% or more of their assets in, an emerging market country.
 
An emerging market country is one that:
 
•  has an emerging stock market as defined by the International Finance Corporation (“IFC”);
•  has a low- to middle-income economy according to the World Bank;
•  is included in the IFC Investable Index or the Morgan Stanley Capital International Emerging Markets Index; or
•  has a per-capita gross national product of $10,000 or less.
 
The Fund’s investments may include common stocks, preferred stocks, securities convertible into common stocks, rights, warrants, and depositary receipts (collectively referred to as “stocks”).
 
The Manager currently allocates the Fund’s assets, generally on an equal basis, between two investment sub-advisors:
 
Morgan Stanley Investment Management Inc. (“MSIM Inc.”)
 
The Boston Company Asset Management, LLC (“The Boston Company”)
 
MSIM Inc. combines a top-down country allocation investment approach with bottom-up stock selection. MSIM Inc. first allocates its portion of the Fund’s assets among emerging market countries based on relative economic, political and social fundamentals, stock valuations and investor sentiment. MSIM Inc. then selects individual securities within these countries on the basis of attractive growth characteristics, reasonable valuations and company managements with a strong shareholder value orientation. To manage risk, MSIM Inc. emphasizes thorough macroeconomic and fundamental research.
 
The Boston Company utilizes a bottom-up investment strategy that is value-oriented and research-driven. This style is both quantitative and fundamentally based, focusing first on stock selection, then enhanced by broadly diversified country allocation.
 
The sub-advisors may consider potential changes in currency exchange rates when choosing stocks. A sub-advisor may trade forward foreign currency contracts or currency futures in an attempt to reduce the Fund’s risk exposure to adverse fluctuations in currency exchange rates.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term obligations. Investment grade obligations include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Market Risk
Since this Fund invests most of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investment in stocks of a particular county will decline due to drops in that country’s stock market. In general, the value of the Fund will move in the same direction as the international stock markets in which it invests, which will vary from day to day in response to the activities of individual companies and general market, economic and political conditions of each country.
 
Foreign Investing Risk
Overseas investing carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) currency exchange rate fluctuations,

 
 
Prospectus About the Funds
21


 

 
American Beacon
 
Emerging Markets Fund SM  — (continued)
(2) political and financial instability, (3) less liquidity and greater volatility of foreign investments, (4) lack of uniform accounting, auditing and financial reporting standards, (5) less government regulation and supervision of foreign stock exchanges, brokers and listed companies, (6) increased price volatility, and (7) delays in transaction settlement in some foreign markets.
 
Market Timing Risk
Because the Fund invests in foreign securities, it is subject to the risk of market timing activities. The Fund generally prices foreign securities using their closing prices from the foreign markets in which they trade, typically prior to the Fund’s determination of its net asset value. These prices may be affected by events that occur after the close of a foreign market but before the Fund prices its shares. In such instances, the Fund may fair value foreign securities. However, some investors may engage in frequent short-term trading in the Fund to take advantage of any price differentials that may be reflected in the net asset value of the Fund’s shares. There is no assurance that fair valuation of securities can reduce or eliminate market timing. While the Manager monitors trading in Fund shares, there is no guarantee that it can detect all market timing activities. For further information regarding the Fund’s fair valuation and market timing policies, please see the Sections titled “Valuation of Shares” and “Frequent Trading and Market Timing.”
 
Emerging Markets Risk
The risks of foreign investing mentioned above are heightened when investing in emerging markets. In addition, the economies and political environments of emerging market countries tend to be more unstable than those of developed countries, resulting in more volatile rates of return than the developed markets and substantially greater risk to investors.
 
Derivatives Risk
The Fund may use derivatives, such as futures contracts and foreign currency forward contracts as a hedge against foreign currency fluctuations. There can be no assurance that any strategy used will succeed. If one of the sub-advisors incorrectly forecasts currency exchange rates in utilizing a derivatives strategy for the Fund, the Fund could lose money.
 
Securities Selection Risk
Securities selected by a sub-advisor for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper Emerging Markets Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market index do not reflect fees, expenses or taxes. The PlanAhead Class of the Fund began offering its shares on October 1, 2002. However, another class of shares of the Fund not offered in this Prospectus began offering its shares on July 31, 2000. In the chart and table below, performance results before October 1, 2002 are for the older class. Because the other class had lower expenses, its performance was better than the PlanAhead Class of the Fund would have realized in the same period. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
(1/1/01 through 12/31/06)
   25.88%
(4th Quarter 2001)
Lowest Quarterly Return:
(1/1/01 through 12/31/06)
  –20.38%
(3rd Quarter 2001)
 

 
 
About the Funds Prospectus
22


 

 
American Beacon
 
Emerging Markets Fund SM  — (continued)
                         
    Average Annual Total Return
    as of 12/31/06
            Since Inception
    1 Year   5 Years   (7/31/00)
Return Before Taxes
    32.59%       26.24%       15.44%  
Return After Taxes on Distributions
    29.57%       24.63%       14.19%  
Return After Taxes on Distributions and Sale of Fund Shares
    24.28%       23.01%       13.30%  
 
 
MSCI Emerging Markets Index 1
    32.17%       26.59%       15.45%  
Lipper Emerging Markets Funds Index
    32.07%       26.94%       15.60%  
 
1
The MSCI Emerging Markets Index is a market capitalization weighted index composed of companies that are representative of the market structure of developing countries in Latin America, Asia, Eastern Europe, the Middle East and Africa.
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the Return After Taxes on Distributions and Sale of Fund Shares may be higher than the other returns for the same period. This occurs when a capital loss is realized upon redemption, resulting in a tax deduction that benefits the shareholder. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. If you hold your Fund shares through a tax-deferred arrangement, such as an IRA or a 401(k), the after-tax returns do not apply to your situation.
 
Fees and Expenses
 
 
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Emerging Markets Fund.
 
Shareholder Fees
(fees paid directly from your investment)
 
         
Redemption Fee
       
(as a percentage of amount redeemed, if applicable)
    2.00 % 1
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.83 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    1.08  
Acquired Fund Fees and Expenses 2
    0.01  
         
Total Annual Fund Operating Expenses 3
    1.92 %
         
 
1
Fee applies to the proceeds of shares that are redeemed within 90 days of their purchase.
 
2
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
3
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $195  
3 Years
    $603  
5 Years
    $1,037  
10 Years
    $2,243  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
Prospectus About the Funds
23


 

 
American Beacon
 
S&P 500 Index Fund 1
 
 
Investment Objective
 
 
To replicate as closely as possible, before expenses, the performance of the Standard & Poor’s 500 Composite Stock Price Index (“S&P 500 Index” or “Index”).
 
Principal Strategies
 
 
The Fund seeks its investment objective by investing all of its investable assets in the State Street Equity 500 Index Portfolio.
 
The Fund uses a passive management strategy designed to track the performance of the S&P 500 Index. The S&P 500 Index is a well-known stock market index that includes common stocks of 500 companies from several industrial sectors representing a significant portion of the market value of all stocks publicly traded in the United States.
 
The Fund is not managed according to traditional methods of “active” investment management, which involve the buying and selling of securities based upon economic, financial and market analysis and investment judgement. Instead, the Fund, using a “passive” or “indexing” investment approach, attempts to replicate, before expenses, the performance of the S&P 500 Index. SSgA seeks a correlation of 0.95 or better between the Fund’s performance and the performance of the Index; a figure of 1.00 would represent perfect correlation.
 
The Fund intends to invest in all 500 stocks comprising the Index in proportion to their weightings in the Index. However, under various circumstances, it may not be possible or practicable to purchase all 500 stocks in those weightings. In those circumstances, the Fund may purchase a sample of the stocks in the Index in proportions expected by SSgA to replicate generally the performance of the Index as a whole. In addition, from time to time stocks are added to or removed from the Index. The Fund may sell stocks that are represented in the Index, or purchase stocks that are not yet represented in the Index, in anticipation of their removal from or addition to the Index.
 
In addition, the Fund may at times purchase or sell futures contracts on the Index, or options on those futures, in lieu of investment directly in the stocks making up the Index. The Fund might do so, for example, in order to increase its investment exposure pending investment of cash in the stocks comprising the Index. Alternatively, the Fund might use futures or options on futures to reduce its investment exposure in situations where it intends to sell a portion of the stocks in its portfolio but the sale has not yet been completed. The Fund may also enter into other derivatives transactions, including the purchase or sale of options or enter into swap transactions, to assist in replicating the performance of the Index.
 
Principal Risk Factors
 
 
Market Risk
Since this Fund invests most of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks will decline due to drops in the stock market. In general, the value of the Fund will move in the same direction as the overall stock market, which will vary from day to day in response to the activities of individual companies and general market and economic conditions.
 
Tracking Error Risk
The Fund’s return may not match the return of the Index for a number of reasons. For example, the Fund incurs a number of operating expenses not applicable to the Index, and incurs costs in buying and selling securities. The Fund may not be fully invested at times, either as a result of cash flows into the Fund or reserves of cash held by the fund to meet redemptions. The return on the sample of stocks purchased by the Fund, or futures or other derivative positions taken by the Fund, to replicate the performance of the Index may not correlate precisely with the return on the Index.
 
Derivatives Risk
The use of these instruments to pursue the S&P 500 Index returns requires special skills, knowledge and investment techniques that differ from those required for normal portfolio management. Gains or losses from positions in a derivative instrument may be much greater than the derivative’s original cost.
 
Investment Risks
An investment in the Fund is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit
 
 
1      S&P is a trademark of The McGraw-Hill Companies, Inc. and has been licensed for use. “Standard and Poor’s  ® ,” “S&P  ® ,” “Standard & Poor’s 500,” “S&P 500  ® ” and “500” are all trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by State Street Bank and Trust Company. The S&P 500 Index Fund is not sponsored, sold or promoted by Standard & Poor’s, and Standard & Poor’s makes no representation regarding the advisability of investing in this Fund.

 
 
About the Funds Prospectus
24


 

 
American Beacon
 
S&P 500 Index Fund — (continued)
Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper S&P 500 Objective Funds Index, a composite of funds comparable to the Fund. The returns of the broad-based market index do not reflect fees, expenses or taxes. The PlanAhead Class of the Fund began offering its shares on March 1, 1998. However, another class of shares of the Fund not offered in this Prospectus began offering its shares on January 1, 1997. In the chart and table below, performance results before March 1, 1998 are for the older class. Because the other class had lower expenses, its performance was better than the PlanAhead Class of the Fund would have realized in the same period. Prior to March 1, 2000, the Fund invested all of its investable assets in the BT Equity 500 Index Portfolio, a separate investment company managed by Bankers Trust Company. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
(1/1/97 through 12/31/06)
  21.15%
(4th Quarter 1998)
Lowest Quarterly Return:
(1/1/97 through 12/31/06)
   –17.46%
(3rd Quarter 2002)
 
                         
    Average Annual Total Return
    as of 12/31/06
    1 Year   5 Years   10 Years
Return Before Taxes
    15.09%       5.51%       7.88%  
Return After Taxes on Distributions
    14.88%       5.25%       7.52%  
Return After Taxes on Distributions and Sale of Fund Shares
    10.07%       4.66%       6.77%  
 
 
S&P 500 Index 1
    15.79%       6.19%       8.42%  
Lipper S&P 500 Objective Funds Index
    15.55%       5.90%       8.13%  
 
1
The S&P 500 Index is an unmanaged index of common stocks publicly traded in the United States.
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the Return After Taxes on Distributions and Sale of Fund Shares may be higher than the other returns for the same period. This occurs when a capital loss is realized upon redemption, resulting in a tax deduction that benefits the shareholder. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. If you hold your Fund shares through a tax-deferred arrangement, such as an IRA or a 401(k), the after-tax returns do not apply to your situation.
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the S&P 500 Index Fund. 1
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees 2
    0.045 %
Distribution (12b-1) Fees
    0.000  
Other Expenses
    0.565  
         
Total Annual Fund Operating Expenses
    0.610 %
         
 
1
The expense table and the Example below reflect the expenses of both the Fund and the State Street Equity 500 Index Portfolio.
 
2
This fee represents the total fees paid by the State Street Equity 500 Index Portfolio to State Street Bank and Trust Company for its service as administrator, custodian and transfer agent and SSgA’s service as investment advisor.

 
 
Prospectus About the Funds
25


 

 
American Beacon
 
S&P 500 Index Fund — (continued)
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $62  
3 Years
    $195  
5 Years
    $340  
10 Years
    $762  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
About the Funds Prospectus
26


 

 
American Beacon
 
High Yield Bond Fund SM
 
 
Investment Objective
 
 
High current income and capital appreciation.
 
Principal Strategies
 
 
This Fund seeks to maximize current income by investing in a diversified portfolio of public and private issue debt securities that are generally rated below investment grade (such as BB or lower by Standard & Poor’s Ratings Services and/or Ba or lower by Moody’s Investors Service, Inc.) or deemed to be below investment grade by the investment sub-advisors. These types of securities are commonly referred to as “junk bonds.” The Fund seeks capital appreciation by investing in issues whose relative value is expected to increase over time.
 
The Manager currently allocates the Fund’s assets between two investment sub-advisors:
 
Franklin Advisers, Inc. (“Franklin”)
 
Post Advisory Group, LLC (“Post”)
 
Because the Manager recently selected Franklin as a sub-advisor to the Fund, Franklin manages a smaller portion of the Fund’s assets than Post. The Manager intends to gradually increase the portion of Fund assets managed by Franklin.
 
The Fund seeks its investment objective by investing, under normal circumstances, at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in a diversified portfolio of domestic and foreign high yield bonds. High yield issuers are generally those which have below investment grade ratings because they are relatively small in size, relatively young in years, relatively leveraged financially (perhaps borrowing heavily to finance expansion or due to a leveraged buyout), or formerly “blue chip” companies that have encountered some financial difficulties.
 
In selecting investments, both Franklin and Post utilize a bottom-up and research-driven investment process that relies heavily on internal research and fundamental credit analysis. The investment philosophy of each sub-advisor concentrates on identification of relative value and downside protection.
 
To a lesser extent, the Fund may invest in other securities, including foreign securities, common and preferred stocks, convertible securities, warrants, rights, and options, in keeping with the Fund’s overall investment objective.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term debt obligations. Investment grade obligations include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Interest Rate Risk
The Fund is subject to the risk that the market value of the bonds it holds will decline due to rising interest rates. When interest rates rise, the prices of most bonds go down. The price of a bond is also affected by its maturity. Bonds with longer maturities generally have greater sensitivity to changes in interest rates.
 
Credit Risk
The Fund is subject to the risk that the issuer of a bond will fail to make timely payment of interest or principal. A decline in an issuer’s credit rating can cause its price to go down. Since the Fund invests in lower-quality debt securities considered speculative in nature, this risk will be substantial.
 
High Yield Securities Risk
Investing in junk bonds generally involves significantly greater risks of loss of your money than an investment in investment grade bonds. Compared with issuers of investment grade bonds, junk bonds are more likely to encounter financial difficulties and to be materially affected by these difficulties. Rising interest rates may compound these difficulties and reduce an issuer’s ability to repay principal and interest obligations. Issuers of lower-rated securities also have a greater risk of default or bankruptcy.

 
 
Prospectus About the Funds
27


 

 
American Beacon
 
High Yield Bond Fund SM  — (continued)
 
Market Risk
Market risk involves the possibility that the value of the Fund’s investments will decline due to drops in the overall high yield bond market. Changes in the economic climate, investor perceptions, and stock market volatility can cause the prices of the Fund’s investments to decline, regardless of the financial conditions of the issuers held by the Fund.
 
Foreign Investing Risk
Investing in foreign securities carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) currency exchange rate fluctuations, (2) political and financial instability, (3) less liquidity and greater volatility of foreign investments, (4) lack of uniform accounting, auditing and financial reporting standards, (5) less government regulation and supervision of foreign stock exchanges, brokers and listed companies, (6) increased price volatility, and (7) delays in transaction settlement in some foreign markets.
 
Liquidity Risk
High yield bonds tend to be less liquid than higher-rated bonds. This means that the Fund may experience difficulty selling the Fund’s investments at favorable prices. In addition, valuation of the Fund’s investments may become more difficult if objective market prices are unavailable.
 
Market Timing Risk
Because the Fund invests in high yield bonds that may lack market liquidity, it is subject to the risk of market timing activities. The limited trading activity of some high yield bonds may result in market prices that do not reflect the true market value of these illiquid securities. In such instances, the Fund may fair value illiquid securities. However, some investors may engage in frequent short-term trading in the Fund to take advantage of any price differentials that may be reflected in the net asset value of the Fund’s shares. There is no assurance that fair valuation of securities can reduce or eliminate market timing. While the Manager monitors trading in Fund shares, there is no guarantee that it can detect all market timing activities. For further information regarding the Fund’s fair valuation and market timing policies, please see the sections titled “Valuation of Shares” and “Frequent Trading and Market Timing.”
 
Hedging Risk
Gains or losses from positions in hedging instruments, such as options, may be much greater than the instrument’s original cost. The counterparty may be unable to honor its financial obligation to the Fund. In addition, Post may be unable to close the transaction at the time it would like or at the price it believes the security is currently worth.
 
Securities Selection Risk
Securities selected by Post for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to three broad-based market indices and the Lipper High Current Yield Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market indices do not reflect fees, expenses or taxes. The PlanAhead Class of the Fund began offering its shares on March 1, 2002. However, another class of shares of the Fund not offered in this Prospectus began offering its shares on December 29, 2000. In the chart and table below, performance results before March 1, 2002 are for the older class. Because the other class had lower expenses, its performance was better than the PlanAhead Class of the Fund would have realized in the same period. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
 

 
 
About the Funds Prospectus
28


 

 
American Beacon
 
High Yield Bond Fund SM  — (continued)
     
Highest Quarterly Return:
(1/1/01 through 12/31/06)
   6.83%
(4th Quarter 2001)
Lowest Quarterly Return:
(1/1/01 through 12/31/06)
  –4.04%
(3rd Quarter 2001)
 
                         
    Average Annual Total Return
    as of 12/31/06
            Since Inception
    1 Year   5 Years   (12/29/00)
Return Before Taxes
    9.46%       8.97%       8.97%  
Return After Taxes on Distributions
    6.67%       6.00%       5.92%  
Return After Taxes on Distributions and Sale of Fund Shares
    6.07%       5.94%       5.86%  
 
 
JPMorgan Global High-Yield Index 1
    11.45%       10.79%       9.99%  
Citigroup High-Yield Market Index 2
    11.85%       10.22%       9.41%  
Citigroup High-Yield Capped Index 3
    10.21%       N/A       N/A  
Lipper High Current Yield Funds Index
    10.17%       9.07%       7.32%  
 
1
The JPMorgan Global High-Yield Index (“JPMorgan Index”) has replaced the Citigroup High-Yield Market Index as the Fund’s broad-based market index, because the Manager has access to better statistical and performance information for the JPMorgan Index. The JPMorgan Index is an unmanaged index of fixed income securities of domestic and foreign issuers with a maximum credit rating of BB+ or Ba1. Issues must be publicly registered or issued under Rule 144A under the Securities Act of 1933, with a minimum issue size of $75 million (par amount). A maximum of two issues per issuer are included in the JPMorgan Index. Convertible bonds, preferred stock, and floating-rate bonds are excluded from the JPMorgan Index.
 
2
The Citigroup High-Yield Market Index is an unmanaged index of fixed income securities with a maximum credit rating of BB+, a minimum amount outstanding of $100 million, and at least one year to maturity.
 
3
The Citigroup High-Yield Market Capped Index (“Citigroup Capped Index”) is an unmanaged index of fixed income securities with a maximum credit rating of BB+, a minimum amount outstanding of $100 million, and at least one year to maturity. The total par amount outstanding for each issuer in the Citigroup Capped Index is capped at $5 billion, which results in a more diversified index of securities that more closely reflects the Fund’s issuer diversification. The Citigroup Capped Index has an inception date of 1/2/02.
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the Return After Taxes on Distributions and Sale of Fund Shares may be higher than the other returns for the same period. This occurs when a capital loss is realized upon redemption, resulting in a tax deduction that benefits the shareholder. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. If you hold your Fund shares through a tax-deferred arrangement, such as an IRA or a 401(k), the after-tax returns do not apply to your situation.
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the High Yield Bond Fund.
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.52 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.56  
Acquired Fund Fees and Expenses 1
    0.01  
         
Total Annual Fund Operating Expenses 2
    1.09 %
         
 
1
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
2
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expense remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $111  
3 Years
    $347  
5 Years
    $601  
10 Years
    $1,329  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
Prospectus About the Funds
29


 

 
American Beacon
 
Enhanced Income Fund SM
 
 
Investment Objective
 
 
Income and capital appreciation.
 
Principal Strategies
 
 
Approximately 75% of the Fund’s total assets are invested in fixed-income securities considered investment grade at the time of purchase. These securities may include obligations of the U.S. Government, its agencies and instrumentalities (some of which are not backed by the full faith and credit of the U.S. Government); corporate debt securities, such as commercial paper, master demand notes, loan participation interests, medium-term notes and funding agreements; mortgage-backed securities; asset-backed securities; and Yankeedollar and Eurodollar bank certificates of deposit, time deposits, bankers’ acceptances and other notes (collectively referred to as “investment grade fixed-income securities”). In an attempt to enhance the return of the Fund beyond the income offered by investment grade fixed-income securities, the Fund’s remaining total assets are invested in convertible and non-convertible debt obligations without regard to credit quality, as well as equity securities, warrants and options. The Fund seeks capital appreciation by investing in debt securities and convertible and equity securities of corporate issuers whose relative value is expected to increase over time.
 
The Manager currently allocates the Fund’s assets between itself and Calamos Advisors LLC (“Calamos”). The Manager makes investment decisions regarding the approximate 75% of the Fund allocated to investment grade fixed-income securities, while Calamos makes investment decisions regarding the remainder of Fund assets.
 
Investment grade securities include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations (“NRSROs”) rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. The Fund, at the discretion of the Manager, may retain a security that has been downgraded below the initial investment criteria.
 
In determining which securities to buy and sell, the Manager employs a top-down fixed income investment strategy, as follows:
 
•  Develop an overall investment strategy, including a portfolio duration target, by examining the current trends in the U.S. economy.
•  Set desired portfolio maturity structure by comparing the differences between corporate and U.S. Government securities of similar duration to judge their potential for optimal return in accordance with the target duration benchmark.
•  Determine the weightings of each security type by analyzing the difference in yield spreads between corporate and U.S. Government securities.
•  Select specific debt securities within each security type.
•  Review and monitor portfolio composition for changes in credit, risk-return profile and comparisons with benchmarks.
 
Under normal circumstances, the Manager seeks to maintain a weighted average duration of three to seven years in the investment grade fixed-income portion of the Fund. Duration is a measure of price sensitivity relative to changes in interest rates. For example, if a bond had a duration of four years, a 1% increase in U.S. Treasury interest rates could be expected to result in a 4% decrease in the value of the bond. Therefore, portfolios with longer durations are typically more sensitive to changes in interest rates.
 
In selecting securities, Calamos may take into consideration such quantitative factors as an issuer’s present and potential liquidity, profitability, internal capability to generate funds, debt/equity ratio and debt servicing capabilities, and such qualitative factors as an assessment of management, industry characteristics, accounting methodology, and foreign business exposure. Calamos utilizes credit ratings by NRSROs as preliminary indicators of investment quality, in addition to its own credit research and analysis.
 
Convertible debt securities are exchangeable for equity securities of the issuer at a predetermined price and typically offer greater appreciation potential than non-convertible debt securities. Calamos may purchase or create a “synthetic” convertible security by combining separate securities that possess the two principal characteristics of a true convertible security, i.e., fixed-income securities (“fixed-income component”) and the right to acquire equity securities (“convertible component”). The fixed-income component is achieved by investing in non-convertible, fixed-income securities such as bonds, preferred stocks and money market instruments. The convertible component is achieved by investing in warrants or options to buy common stock at a certain

 
 
About the Funds Prospectus
30


 

 
American Beacon
 
Enhanced Income Fund SM  — (continued)
exercise price. Different companies may issue the fixed-income and convertible components, which may be purchased separately and at different times.
 
Calamos may invest in debt obligations rated below investment grade (such as BB or lower by Standard & Poor’s Ratings Services and/or Ba or lower by Moody’s Investors Service, Inc.) or deemed to be below investment grade by Calamos. These types of securities are commonly referred to as “junk bonds.”
 
The average term to maturity of the fixed-income securities held in Calamos’ portion of the Fund will typically range from three to ten years. In addition to fixed-income securities, Calamos may invest up to 40% of its portion of the Fund’s total assets in non-convertible equity securities, including common stocks, preferred stocks and U.S. dollar-denominated American Depositary Receipts. Historically, Calamos’ investment process has led it to invest in the equity securities of small to medium-sized companies that, in its opinion, provide opportunities for long-term capital appreciation. Small to medium-sized companies are typically those companies having market capitalizations of up to $25 billion at the time of purchase. However, the Fund may also invest in well-established companies with large capitalizations.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term obligations. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
Principal Risk Factors
 
 
Interest Rate Risk
The Fund is subject to the risk that the market value of the fixed-income securities it holds will decline due to rising interest rates. When interest rates rise, the prices of most fixed-income securities go down. The price of a fixed-income security is also affected by its maturity. Fixed-income securities with longer maturities generally have greater sensitivity to changes in interest rates.
 
Credit Risk
The Fund is subject to the risk that the issuer of a fixed-income security, including a U.S. Government agency not backed by the full faith and credit of the U.S. Government, will fail to make timely payment of interest or principal. A decline in an issuer’s credit rating can cause its price to go down. For the portion of Fund assets invested in lower-quality debt securities, this risk will be substantial.
 
Prepayment and Extension Risk
The Fund’s investments in asset-backed and mortgage-backed securities are subject to the risk that the principal amount of the underlying collateral may be repaid prior to the security’s maturity date. If this occurs, no additional interest will be paid on the investment and the Fund may have to invest at a lower rate. Conversely, a decrease in expected prepayments may result in the extension of a security’s effective maturity and a decline in its price.
 
Convertible Securities Risk
The value of a convertible security is influenced by both the yield of non-convertible securities of comparable issuers and by the value of the underlying common stock. The investment value of a convertible is strictly based on its yield and tends to decline as interest rates increase. The conversion value of a convertible is the market value that would be received if the convertible were converted to its underlying common stock. The conversion value will decrease as the price of the underlying common stock decreases. When conversion value is substantially below investment value, the convertible’s price tends to be influenced more by its yield, so changes in the price of the underlying common stock may not have as much of an impact. Conversely, the convertible’s price tends to be influenced more by the price of the underlying common stock when conversion value is comparable to or exceeds investment value. The value of a synthetic convertible security will respond differently to market fluctuations than a convertible security, because a synthetic convertible is composed of two or more separate securities, each with its own market value.
 
Derivatives Risk
Warrants and options are considered derivative instruments. The use of these instruments requires special skills, knowledge and investment techniques that differ from those required for normal portfolio management. Gains or losses from positions in a derivative instrument may be much greater than the derivative’s original cost. If the value of the underlying common stock falls below the exercise price of a warrant or option, the warrant or option may lose all value.
 
High Yield Securities Risk
Investing in junk bonds generally involves significantly greater risks of loss of your money than an investment in investment grade fixed-income securities. Compared with issuers of investment grade fixed-income securities, junk bonds are more likely to encounter financial difficulties and to be materially affected by these difficulties. Rising interest rates may compound these difficulties and reduce an issuer’s ability to repay principal and interest

 
 
Prospectus About the Funds
31


 

 
American Beacon
 
Enhanced Income Fund SM  — (continued)
obligations. Issuers of lower-rated securities also have a greater risk of default or bankruptcy.
 
Liquidity Risk
High yield bonds tend to be less liquid than higher-rated bonds. This means that the Fund may experience difficulty selling the Fund’s investments at favorable prices. In addition, valuation of the Fund’s investments may become more difficult if objective market prices are unavailable.
 
Small and Medium Capitalization Companies Risk
Investing in the securities of small and medium capitalization companies involves greater risk and the possibility of greater price volatility than investing in larger capitalization and more established companies, since small and medium-sized companies may have limited operating history, product lines, and financial resources, the securities of these companies may lack sufficient market liquidity, and they can be particularly sensitive to expected changes in interest rates, borrowing costs and earnings.
 
Securities Selection Risk
Securities selected by the Manager or Calamos for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to three broad-based market indices, an index specific to the Fund’s strategy, and the Lipper Intermediate Investment Grade Debt Funds Index, a composite of mutual funds comparable to the Fund. The returns of the three broad-based market indices and the index specific to the Fund’s strategy do not reflect fees or expenses. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
(1/1/04 through 12/31/06)
  3.08%
(3rd Quarter 2006)
Lowest Quarterly Return:
(1/1/04 through 12/31/06)
  –2.07%
(2nd Quarter 2004)
 
                 
    Average Annual Total Return
    as of 12/31/06
        Since Inception
    1 Year   (6/30/03)
Return Before Taxes
    5.60%       3.86%  
Return After Taxes on Distributions
    4.26%       2.76%  
Return After Taxes on Distributions and Sale of Fund Shares
    3.66%       2.66%  
 
 
Lehman Brothers Aggregate Index 1
    4.33%       3.21%  
Lehman Brothers Gov./Credit Intermediate Index 2
    4.08%       2.48%  
Merrill Lynch All U.S. Convertibles Index 3
    12.83%       9.93%  
Enhanced Income Composite Index 4
    6.23%       4.35%  
Lipper Intermediate Investment Grade Debt Funds Index
    4.47%       3.29%  
 
1
Effective November 1, 2006, the benchmark for the portion of Fund assets invested in investment grade fixed-income securities changed from the Lehman Brothers Gov./Credit Intermediate Index to the Lehman Brothers Aggregate Index. The Lehman Brothers Aggregate Index is a market value weighted performance benchmark for government, corporate, mortgage-backed and asset-backed fixed-rate debt securities of all maturities.
 
2
The Lehman Brothers Gov./Credit Intermediate Index is an unmanaged index of investment grade corporate and government debt issues with maturities between one and ten years.
 
3
The Merrill Lynch All U.S. Convertibles Index is an unmanaged index of domestic securities convertible into U.S. dollar-denominated common stock, ADRs or cash equivalents with greater than $50 million aggregate market value at issuance. The Index includes securities of all quality grades.
 
4
To reflect the Fund’s allocation of its assets between investment grade fixed-income securities and convertible securities, the Manager has combined the returns of the Lehman Brothers Aggregate Index (the Lehman Brothers Gov./Credit Intermediate Index prior

 
 
About the Funds Prospectus
32


 

 
American Beacon
 
Enhanced Income Fund SM  — (continued)
to November 1, 2006) and the Merrill Lynch Convertibles Index in a 75%/25% proportion.
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the Return After Taxes on Distributions and Sale of Fund Shares may be higher than the other returns for the same period. This occurs when a capital loss is realized upon redemption, resulting in a tax deduction that benefits the shareholder. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. If you hold your Fund shares through a tax-deferred arrangement, such as an IRA or a 401(k), the after-tax returns do not apply to your situation.
 
Fees and Expenses
 
 
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Enhanced Income Fund.
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.35 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.58  
Acquired Fund Fees and Expenses 1
    0.03  
         
Total Annual Fund Operating Expenses 2
    0.96 %
         
 
1
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
2
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $98  
3 Years
    $306  
5 Years
    $531  
10 Years
    $1,178  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
Prospectus About the Funds
33


 

 
American Beacon
 
Short-Term Bond Fund SM
 
 
Investment Objective
 
 
Income and capital appreciation.
 
Principal Strategies
 
 
The Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in obligations of the U.S. Government, its agencies and instrumentalities (some of which are not backed by the full faith and credit of the U.S. Government); corporate debt securities, such as commercial paper, master demand notes, loan participation interests, medium-term notes and funding agreements; mortgage-backed securities; asset-backed securities; and Yankeedollar and Eurodollar bank certificates of deposit, time deposits, bankers’ acceptances and other notes. The Fund seeks capital appreciation by investing in corporate issues whose relative value is expected to increase over time.
 
Currently, the Manager is the sole investment advisor to the Fund.
 
The Fund will only buy debt securities that are investment grade at the time of purchase. Investment grade securities include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two rating organizations rating the securities (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. The Fund, at the discretion of the Manager, may retain a security that has been downgraded below the initial investment criteria.
 
In determining which securities to buy and sell, the Manager employs a top-down fixed income investment strategy, as follows:
 
•  Develop an overall investment strategy, including a portfolio duration target, by examining the current trends in the U.S. economy.
•  Set desired portfolio maturity structure by comparing the differences between corporate and U.S. Government securities of similar duration to judge their potential for optimal return in accordance with the target duration benchmark.
•  Determine the weightings of each security type by analyzing the difference in yield spreads between corporate and U.S. Government securities.
•  Select specific debt securities within each security type.
•  Review and monitor portfolio composition for changes in credit, risk-return profile and comparisons with benchmarks.
 
The Fund may invest in debt obligations of U.S. Government-sponsored enterprises, including the Federal National Mortgage Association (“Fannie Mae”), Federal Home Loan Mortgage Corporation (“Freddie Mac”), Federal Home Loan Banks (“FHLB”), and Federal Farm Credit Banks (“FFCB”). Although chartered or sponsored by Acts of Congress, these entities are not backed by the full faith and credit of the U.S. Government. Freddie Mac and FFCB are supported by the right to borrow from the U.S. Treasury, and FHLB and Fannie Mae are supported by the U.S. Treasury’s discretionary authority to purchase their securities. The Fund’s investments may also include direct obligations of the U.S. Treasury (such as Treasury bills, Treasury notes and Treasury bonds) and obligations issued by the Government National Mortgage Association (commonly referred to as Ginnie Mae), which are backed by the full faith and credit of the U.S. Government.
 
Under normal circumstances, the Fund seeks to maintain a duration of one to three years. Duration is a measure of price sensitivity relative to changes in interest rates. For example, if a bond had a duration of four years, a 1% increase in U.S. Treasury interest rates could be expected to result in a 4% decrease in the value of the bond. Therefore, portfolios with longer durations are typically more sensitive to changes in interest rates. Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term debt obligations. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Interest Rate Risk
The Fund is subject to the risk that the market value of the bonds it holds will decline due to rising interest rates. When interest rates rise, the prices of most bonds go down. The price of a bond is also affected by its maturity.

 
 
About the Funds Prospectus
34


 

 
American Beacon
 
Short-Term Bond Fund SM  — (continued)
Bonds with longer maturities generally have greater sensitivity to changes in interest rates.
 
Credit Risk
The Fund is subject to the risk that the issuer of a bond, including a U.S. Government agency not backed by the full faith and credit of the U.S. Government, will fail to make timely payment of interest or principal. A decline in an issuer’s credit rating can cause its price to go down.
 
Prepayment and Extension Risk
The Fund’s investments in mortgage-backed securities are subject to the risk that the principal amount of the underlying mortgage may be repaid prior to the bond’s maturity date. If this occurs, no additional interest will be paid on the investment and the Fund may have to invest at a lower rate. Conversely, a decrease in expected prepayments may result in the extension of a security’s effective maturity and a decline in its price.
 
Securities Selection Risk
Securities selected by the Manager for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper Short Investment Grade Bond Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market index do not reflect fees, expenses or taxes. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
(1/1/97 through 12/31/06)
   3.21%
(3rd Quarter 2001)
Lowest Quarterly Return:
(1/1/97 through 12/31/06)
  –1.16%
(2nd Quarter 2004)
 
                         
    Average Annual Total Return
    as of 12/31/06
    1 Year   5 Years   10 Years
Return Before Taxes
    4.54%       2.84%       4.37%  
Return After Taxes on Distributions
    3.06%       1.25%       2.32%  
Return After Taxes on Distributions and Sale of Fund Shares
    2.93%       1.48%       2.46%  
 
 
Merrill Lynch 1-3 Yr. Gov./Corp. Index 1
    4.25%       3.20%       4.95%  
Lipper Short Investment Grade Bond Funds Index
    4.40%       2.94%       4.47%  
 
1
The Merrill Lynch 1-3 Yr. Gov./Corp. Index is a market value weighted performance benchmark for government and corporate fixed-rate debt securities with maturities between one and three years.
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the Return After Taxes on Distributions and Sale of Fund Shares may be higher than the other returns for the same period. This occurs when a capital loss is realized upon redemption, resulting in a tax deduction that benefits the shareholder. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. If you hold your Fund shares through a tax-deferred arrangement, such as an IRA or a 401(k), the after-tax returns do not apply to your situation.

 
 
Prospectus About the Funds
35


 

 
American Beacon
 
Short-Term Bond Fund SM  — (continued)
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Short-Term Bond Fund.
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.25 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.65  
Acquired Fund Fees and Expenses 1
    0.01  
         
Total Annual Fund Operating Expenses 2
    0.91 %
         
Expense Reimbursement/(Recoupment)
    0.04 3
Net Expenses
    0.87 % 4
 
1
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
2
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
3
The Manager has contractually agreed to reimburse the PlanAhead Class of the Fund for Other Expenses through February 29, 2008 to the extent that Total Annual Fund Operating Expenses exceed 0.87%. The contractual expense reimbursement can be changed by approval of a majority of the Fund’s Board of Trustees. In addition, the Manager may decide voluntarily to waive additional fees or reimburse the Fund for other expenses. The Manager can be reimbursed by the Fund for any contractual or voluntary fee waivers or expense reimbursements made on or after July 10, 2003 (the date this reimbursement policy was approved by the Board of Trustees). Such reimbursements to the Manager will be made only if the reimbursement (a) occurs within three years after the Manager’s own waiver or reimbursement and (b) does not cause the Total Annual Fund Operating Expenses of the PlanAhead Class of the Fund to exceed 0.87%.
 
4
The contractual expense limitation excludes interest, taxes, brokerage commissions and extraordinary expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Because the Manager has contractually agreed to reimburse expenses only through February 29, 2008, Net Expenses were used to calculate the cost in year one, and Total Annual Fund Operating Expenses were used to calculate costs for years two through ten. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $89  
3 Years
    $286  
5 Years
    $500  
10 Years
    $1,116  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
About the Funds Prospectus
36


 

 
American Beacon
 
Money Market Fund SM
 
 
Investment Objective
 
 
Current income, liquidity and the maintenance of a stable price of $1.00 per share.
 
Principal Strategies
 
 
The Fund seeks its investment objective by investing all of its investable assets in the Money Market Portfolio of the Master Trust.
 
The Fund invests exclusively in high quality variable or fixed rate, U.S. dollar-denominated short-term money market instruments. These securities may include obligations of the U.S. Government, its agencies and instrumentalities (some of which are not backed by the full faith and credit of the U.S. Government); corporate debt securities, such as commercial paper, master demand notes, loan participation interests, medium-term notes and funding agreements; Yankeedollar and Eurodollar bank certificates of deposit, time deposits, and bankers’ acceptances; asset-backed securities; and repurchase agreements.
 
Currently, the Manager is the sole investment advisor to the Fund.
 
The Fund will only buy securities with the following credit qualities:
 
•  rated in the highest short-term categories by two rating organizations, such as “A-1” by Standard & Poor’s Ratings Services and “P-1” by Moody’s Investors Service, Inc., at the time of purchase,
•  rated in the highest short-term category by one rating organization if the securities are rated only by one rating organization, or
•  unrated securities that are determined to be of equivalent quality by the Manager pursuant to guidelines approved by the Board of Trustees.
 
The Fund invests more than 25% of its total assets in obligations issued by financial services companies. However, for temporary defensive purposes when the Manager believes that maintaining this concentration may be inconsistent with the best interests of shareholders, the Fund may not maintain this concentration.
 
Securities purchased by the Fund generally have remaining maturities of 397 days or less, although instruments subject to repurchase agreements and certain variable and floating rate obligations may bear longer final maturities. The average dollar-weighted maturity of the Fund will not exceed 90 days.
 
Principal Risk Factors
 
 
•  The yield paid by the Fund is subject to changes in interest rates. As a result, there is risk that a decline in short-term interest rates would lower its yield and the overall return on your investment.
•  Because the Fund concentrates its assets in financial services companies, factors affecting those companies could have a significant impact on the performance of the Fund.
•  Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.
•  As with any money market fund, there is the risk that the issuers or guarantors of securities owned by the Fund, including securities issued by U.S. Government agencies not backed by the full faith and credit of the U.S. Government, will default on the payment of principal or interest or the obligation to repurchase securities from the Fund.
•  The yield paid by the Fund may be affected by the Manager’s decisions regarding the Fund’s average dollar-weighted maturity. If the Manager sets the Fund’s maturity target in a manner that does not correlate with the movement of interest rate trends, the Fund’s yield could be less than other money market funds.
 
Your investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other financial or government institution.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. Neither the bar chart nor the performance table that follows is intended to indicate how the Fund will perform in the future. You may call 1-800-388-3344 or visit the Funds’ website at www.americanbeaconfunds.com to obtain the Fund’s current seven-day yield.
 

 
 
Prospectus About the Funds
37


 

 
American Beacon
 
Money Market Fund SM  — (continued)
(AMR BAR CHART)
 
     
Highest Quarterly Return:
  1.58%
(1/1/97 through 12/31/06)
  (3rd & 4th Quarter 2000)
Lowest Quarterly Return:
  0.15%
(1/1/97 through 12/31/06)
  (3rd & 4th Quarter 2003,
1st & 2nd Quarter 2004)
 
                     
Average Annual Total Return
as of 12/31/06
1 Year   5 Years   10 Years
  4.69%       2.09%       3.57%  
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Money Market Fund. 1
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.10 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.39  
         
Total Annual Fund Operating Expenses
    0.49 %
         
 
1
The expense table and the Example below reflect the expenses of both the Fund and the Money Market Portfolio of the Master Trust.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $50  
3 Years
    $157  
5 Years
    $274  
10 Years
    $616  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
About the Funds Prospectus
38


 

 
American Beacon
 
U.S. Government Money Market Fund SM
 
 
Investment Objective
 
 
Current income, liquidity and the maintenance of a stable price of $1.00 per share.
 
Principal Strategies
 
 
The Fund seeks its investment objective by investing all of its investable assets in the U.S. Government Money Market Portfolio of the Master Trust.
 
The Fund invests exclusively in obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, repurchase agreements that are collateralized by such obligations and other investment companies that limit their investments to the foregoing securities.
 
Ordinarily, the Fund will invest the majority of its assets, directly or indirectly, in debt obligations of U.S. Government-sponsored enterprises, including the Federal National Mortgage Association (“Fannie Mae”), Federal Home Loan Mortgage Corporation (“Freddie Mac”), Federal Home Loan Banks (“FHLB”), and Federal Farm Credit Banks (“FFCB”). Although chartered or sponsored by Acts of Congress, these entities are not backed by the full faith and credit of the U.S. Government. Freddie Mac and FFCB are supported by the right to borrow from the U.S. Treasury, and FHLB and Fannie Mae are supported by the U.S. Treasury’s discretionary authority to purchase their securities. The Fund’s investments may also include direct obligations of the U.S. Treasury (such as Treasury bills, Treasury notes and Treasury bonds) and obligations issued by the Government National Mortgage Association (commonly referred to as Ginnie Mae), which are backed by the full faith and credit of the U.S. Government.
 
Currently, the Manager is the sole investment advisor to the Fund.
 
Securities purchased by the Fund generally have remaining maturities of 397 days or less, although instruments subject to repurchase agreements and certain variable and floating rate obligations may bear longer final maturities. The average dollar-weighted maturity of the Fund will not exceed 90 days.
 
The Fund has a policy of investing exclusively in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
•  The yield paid by the Fund is subject to changes in interest rates. As a result, there is risk that a decline in short-term interest rates would lower its yield and the overall return on your investment.
•  Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.
•  As with any money market fund, there is the risk that the issuers or guarantors of securities owned by the Fund, including securities issued by U.S. Government agencies not backed by the full faith and credit of the U.S. Government, will default on the payment of principal or interest or the obligation to repurchase securities from the Fund.
 
Your investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other financial or government institution.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. Neither the bar chart nor the performance table that follows is intended to indicate how the Fund will perform in the future. You may call 1-800-388-3344 or visit the Funds’ website at www.americanbeaconfunds.com to obtain the Fund’s current seven-day yield.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
(1/1/97 through 12/31/06)
  1.54%
(3rd Quarter 2000)
Lowest Quarterly Return:
(1/1/97 through 12/31/06)
  0.12%
(3rd & 4th Quarter 2003)
 

 
 
Prospectus About the Funds
39


 

 
American Beacon
 
U.S. Government Money Market Fund SM  — (continued)
                     
Average Annual Total Return
as of 12/31/06
1 Year   5 Years   10 Years
  4.51%       1.99%       3.44%  
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the U.S. Government Money Market Fund. 1
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.10 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.92  
         
Total Annual Fund Operating Expenses
    1.02 %
         
Expense Reimbursement/(Recoupment)
    0.39 % 2
Net Expenses
    0.63 % 3
 
1
The expense table and the Example below reflect the expenses of both the Fund and the U.S. Government Money Market Portfolio of the Master Trust.
 
2
The Manager has contractually agreed to reimburse the PlanAhead Class of the Fund for Other Expenses through February 29, 2008 to the extent that Total Annual Fund Operating Expenses exceed 0.63%. The contractual expense reimbursement can be changed by approval of a majority of the Fund’s Board of Trustees. In addition, the Manager may decide voluntarily to waive additional fees or reimburse the Fund for other expenses. The Manager can be reimbursed by the Fund for any contractual or voluntary fee waivers or expense reimbursements made on or after July 10, 2003 (the date this reimbursement policy was approved by the Board of Trustees). Such reimbursements to the Manager will be made only if the reimbursement (a) occurs within three years after the Manager’s own waiver or reimbursement and (b) does not cause the Total Annual Fund Operating Expenses of the PlanAhead Class of the Fund to exceed 0.63%.
 
3
The contractual expense limitation excludes interest, taxes, brokerage commissions, and extraordinary expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Because the Manager has contractually agreed to reimburse expenses only through February 29, 2008, Net Expenses were used to calculate the cost in year one, and Total Annual Fund Operating Expenses were used to calculate costs for years two through ten. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $64  
3 Years
    $286  
5 Years
    $525  
10 Years
    $1,212  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
About the Funds Prospectus
40


 

 
American Beacon
 
Municipal Money Market Fund SM
 
 
Investment Objective
 
 
Current income, liquidity and the maintenance of a stable price of $1.00 per share.
 

Principal Strategies
 
 
The Fund seeks its investment objective by investing all of its investable assets in the Municipal Money Market Portfolio of the Master Trust.
 
Under normal market conditions, the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in securities whose interest income is exempt from federal income tax. These securities may be issued by or on behalf of the governments of U.S. states, counties, cities, towns, territories, or public authorities. Most of the securities purchased by the Fund will be guaranteed by the U.S. Government, its agencies, or instrumentalities (although not necessarily backed by the full faith and credit of the U.S. Government); secured by irrevocable letters of credit issued by qualified banks; or guaranteed by one or more municipal bond insurance policies.
 
Currently, the Manager is the sole investment advisor to the Fund.
 
The Fund will only buy securities with the following credit qualities:
 
•  rated in the highest short-term categories by two rating organizations, such as “A-1” by Standard & Poor’s Ratings Services and “P-1” by Moody’s Investors Service, Inc., at the time of purchase,
•  rated in the highest short-term category by one rating organization if the securities are rated only by one rating organization, or
•  unrated securities that are determined to be of equivalent quality by the Manager pursuant to guidelines approved by the Board of Trustees.
 
Securities purchased by the Fund generally have remaining maturities of 397 days or less, although instruments subject to repurchase agreements and certain variable and floating rate obligations may bear longer final maturities. The average dollar-weighted maturity of the Fund will not exceed 90 days.
 
Principal Risk Factors
 
 
•  The yield paid by the Fund is subject to changes in interest rates. As a result, there is risk that a decline in short-term interest rates would lower its yield and the overall return on your investment.
•  Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.
•  As with any money market fund, there is the risk that the issuers or guarantors of securities owned by the Fund, including securities issued by U.S. Government agencies not backed by the full faith and credit of the U.S. Government, will default on the payment of principal or interest or the obligation to repurchase securities from the Fund.
•  Income from municipal securities held by the Fund could be declared taxable because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or state tax authorities, or noncompliance conduct of a bond issuer. In addition, interest from some of the Fund’s holdings may be subject to the federal alternative minimum tax.
 
Your investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other financial or government institution.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. Neither the bar chart nor the performance table that follows is intended to indicate how the Fund will perform in the future. You may call 1-800-388-3344 or visit the Funds’ website at www.americanbeaconfunds.com to obtain the Fund’s current seven-day yield.
 
(AMR BAR CHART)
     
Highest Quarterly Return:
(1/1/97 through 12/31/06)
  0.96%
(4th Quarter 2000)
Lowest Quarterly Return:
(1/1/97 through 12/31/06)
  0.01%
(4th Quarter 2003)
 
                     
Average Annual Total Return
as of 12/31/06
1 Year   5 Years   10 Years
  2.50%       1.11%       2.04%  

 
 
Prospectus About the Funds
41


 

 
American Beacon
 
Municipal Money Market Fund SM  — (continued)
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Municipal Money Market Fund. 1
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.10 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    1.60  
         
Total Annual Fund Operating Expenses
    1.70 %
         
Expense Reimbursement/(Recoupment)
    0.71 2
Net Expenses
    0.99 % 3
 
1
The expense table and the Example below reflect the expenses of both the Fund and the Municipal Money Market Portfolio of the Master Trust.
 
2
The Manager has contractually agreed to reimburse the PlanAhead Class of the Fund for Other Expenses through February 29, 2008 to the extent that Total Annual Fund Operating Expenses exceed 0.99%. The contractual expense reimbursement can be changed by approval of a majority of the Fund’s Board of Trustees. In addition, the Manager may decide voluntarily to waive additional fees or reimburse the Fund for other expenses. The Manager can be reimbursed by the Fund for any contractual or voluntary fee waivers or expense reimbursements made on or after July 10, 2003 (the date this reimbursement policy was approved by the Board of Trustees). Such reimbursements to the Manager will be made only if the reimbursement (a) occurs within three years after the Manager’s own waiver or reimbursement and (b) does not cause the Total Annual Fund Operating Expenses of the PlanAhead Class of the Fund to exceed 0.99%.
 
3
The contractual expense limitation excludes interest, taxes, brokerage commissions and extraordinary expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Because the Manager has contractually agreed to reimburse expenses only through February 29, 2008, Net Expenses were used to calculate the cost in year one, and Total Annual Fund Operating Expenses were used to calculate costs for years two through ten. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $101  
3 Years
    $466  
5 Years
    $856  
10 Years
    $1,949  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
About the Funds Prospectus
42


 

 
 
Historical Performance of Accounts Similar to the Small Cap Value
Opportunity Fund
 
 
The performance shown in the following chart and tables is for the PanAgora Small Cap Value Stock Selector Composite (“PanAgora Composite”), which is composed of accounts managed by PanAgora that have investment objectives, policies and strategies substantially similar to those of the Small Cap Value Opportunity Fund. The performance of the composite has been calculated using a time-weighted rate of return, which differs from the standardized methodology for calculating mutual fund performance. The returns of the PanAgora Composite are shown net of all fees and expenses. Applying the Small Cap Value Opportunity Fund’s expense structure to the composite would have lowered the performance results shown. The Small Cap Value Opportunity Fund is subject to certain restrictions imposed by the Investment Company Act of 1940 and the Internal Revenue Code that do not apply to the private accounts included in the composite. Had these restrictions been applicable, the performance of the composite may have been adversely affected. THE PERFORMANCE SHOWN IS NOT THE PERFORMANCE OF THE SMALL CAP VALUE OPPORTUNITY FUND. NEITHER THE BAR CHARTS NOR THE TABLES THAT FOLLOW ARE INTENDED TO INDICATE HOW THE SMALL CAP VALUE OPPORTUNITY FUND WILL PERFORM IN THE FUTURE.
(AMR BAR CHART)
 
     
Highest Quarterly Return:
  21.58%
(1/1/03 through 12/31/06)
  (2nd Quarter 2003)
Lowest Quarterly Return:
  –4.67%
(1/1/03 through 12/31/06)
  (1st Quarter 2003)
 
                         
    Average Annual Total Return  
    as of 12/31/06  
                Since
 
    1 Year     3 Years     Inception 1  
PanAgora Composite
    21.90%       18.57%       16.00%  
Russell 2000 Value Index 2
    23.48%       16.49%       15.41%  
Lipper Small-Cap Value Funds Index 3
    17.13%       14.94%       15.61%  
 
1
The inception date for the PanAgora Composite is June 30, 2002.
 
2
The Russell 2000 Value Index is an unmanaged index of those stocks in the Russell 2000 Index with below-average price-to-book ratios and below-average forecasted growth values.
 
3
The Lipper Small-Cap Value Funds Index is a composite of mutual funds with the same investment objective as the Small Cap Value Opportunity Fund.

 
 
Prospectus About the Funds
43


 

 
The Manager
 
 
The Funds have retained American Beacon Advisors, Inc. to serve as their Manager. The Manager, located at 4151 Amon Carter Boulevard, Fort Worth, Texas 76155, is a wholly owned subsidiary of AMR Corporation. The Manager was organized in 1986 to provide investment management, advisory, administrative and asset management consulting services. As of December 31, 2006, the Manager had approximately $57.9 billion of assets under management, including approximately $28.2 billion under active management and $29.7 billion as named fiduciary or financial advisor. Approximately $26.9 billion of the Manager’s total assets under management were related to AMR Corporation.
 
The Manager provides or oversees the provision of all administrative, investment advisory and portfolio management services to the Funds. The Manager
 
•  develops the investment programs for each Fund,
•  selects and changes sub-advisors and master portfolios, where applicable (subject to requisite approvals),
•  allocates assets among sub-advisors,
•  monitors the sub-advisors’ and master portfolio advisors’ investment programs and results,
•  coordinates the investment activities of the sub-advisors to ensure compliance with regulatory restrictions,
•  oversees each Fund’s securities lending activities and actions taken by the securities lending agent, and
•  with the exception of the High Yield Bond and S&P 500 Index Funds, invests the portion of Fund assets which the sub-advisors determine should be allocated to high quality short-term debt obligations.
 
As compensation for providing management services, the Manager receives an annualized advisory fee that is calculated and accrued daily, equal to the sum of:
 
•  0.25% of the net assets of the Short-Term Bond Fund, plus
•  0.10% of the net assets of all other Funds, except the S&P 500 Index Fund.
 
The Manager receives a fee of 0.10% of the net assets of the Balanced and Enhanced Income Funds (as noted above) plus a fee of 0.15% of each Fund’s net fixed income assets under its management. In addition, the Balanced, Large Cap Value, Mid-Cap Value, Small Cap Value, Small Cap Value Opportunity, International Equity, Emerging Markets, High Yield Bond, and Enhanced Income Funds pay the Manager the amounts due to their respective sub-advisors. The Manager then remits these amounts to the sub-advisors.
 
The Manager also may receive up to 25% of the net annual interest income or up to 25% of loan fees in regards to securities lending activities. Currently, the Manager receives 10% of the net annual interest income from the investment of cash collateral or 10% of the loan fees posted by borrowers. The Securities and Exchange Commission (“SEC”) has granted exemptive relief that permits the Funds to invest cash collateral received from securities lending transactions in shares of one or more private or registered investment companies managed by the Manager.
 
The management fees paid by the Funds for the fiscal year ended October 31, 2006, net of reimbursements and shown as a percentage of average net assets, were as follows:
 
         
    Management
Fund
  Fees
Balanced
    0.28%  
Large Cap Value
    0.29%  
Mid-Cap Value
    0.72%  
Small Cap Value
    0.51%  
International Equity
    0.34%  
Emerging Markets
    0.83%  
High Yield Bond
    0.52%  
Enhanced Income
    0.35%  
Short-Term Bond
    0.25%  
 
The management fees paid by the Funds for the fiscal year ended December 31, 2006, shown as a percentage of average net assets, were as follows:
 
         
    Management
Fund
  Fees
Money Market
    0.10%  
U.S. Government Money Market
    0.10%  
Municipal Money Market
    0.10%  
 
The Small Cap Value Opportunity Fund began operations on March 31, 2006. The combined management fees for the Manager and the sub-advisor to the Fund, as a percentage of net assets, are 0.55% on the first $50 million, 0.50% on the next $50 million, and 0.45% on assets over $100 million.
 
A discussion of the Board’s consideration and approval of the Management Agreement between the Funds and the Manager and the Investment Advisory Agreements between the sub-advisors and the Manager is available in the semi-annual reports dated June 30, 2006 for the S&P 500 Index and Money Market Funds and April 30, 2006 for all other Funds.
 
William F. Quinn and Douglas G. Herring are the leaders of the Manager’s portfolio management team that has joint responsibility for the day-to-day management of the Funds, except for the Short-Term Bond, Money Market, U.S. Government Money Market, and Municipal Money Market Funds. Mr. Quinn and Mr. Herring are responsible for developing each Fund’s investment program and recommending sub-advisors to the Funds’ Board of Trustees. In addition, Mr. Quinn, in conjunction with the team members listed below, oversees the sub-advisors, reviews each sub-advisor’s performance and allocates the Funds’ assets among the sub-advisors and the Manager, as applicable.

 
 
About the Funds Prospectus
44


 

     
Funds Under Management
 
Team Members
Balanced, Large Cap Value, Mid-Cap Value, Small Cap Value, and Small Cap Value Opportunity
  Wyatt Crumpler
Adriana R. Posada
S&P 500 Index and Enhanced Income
  Wyatt Crumpler
Cynthia Thatcher
International Equity, Emerging Markets and High Yield Bond
  Wyatt Crumpler
Kirk L. Brown
 
Mr. Quinn is Chairman and CEO of the Manager and has served on the portfolio management team since the inception of the Funds in 1987. Mr. Herring is President of the Manager and has served on the portfolio management team since September 2006. Prior to joining the Manager, Mr. Herring was Vice President and Controller of American Airlines, Inc. from August 1998 to March 2006. Mr. Crumpler joined the Manager in January 2007 as Vice President of Trust Investments and a member of the portfolio management team. From January 2004 to January 2007, Mr. Crumpler was Managing Director of Corporate Accounting at American Airlines, Inc. Prior to that time, he was Director of IT Strategy and Finance for American Airlines, Inc. Ms. Posada became Manager of Trust Investments and a member of the team in October 1998. Ms. Thatcher is Manager of Trust Investments and became a member of the team upon joining the Manager in December 1999. Mr. Brown is Managing Director of Trust and Alternative Investments, and he has served on the portfolio management team since February 1994. The Funds’ Statement of Additional Information (“SAI”) provides additional information about the members of the portfolio management team, including other accounts they manage, their ownership in the Funds they manage and their compensation.
 
Michael W. Fields oversees the team responsible for the portfolio management of the Short-Term Bond and Money Market Funds and a portion of the fixed income assets of the Balanced and Enhanced Income Funds. Mr. Fields has been with the Manager since it was founded in 1986 and serves as Vice President of Fixed Income Investments. As the leader of the team, Mr. Fields determines the overall strategy for each Fund under his management. In addition to Mr. Fields, the team responsible for the portfolio management of the Balanced, Enhanced Income, and Short-Term Bond Funds includes Patrick A. Sporl and Gyeong Kim. Mr. Sporl has served as the Senior Portfolio Manager to the Balanced Fund since September 2001, to the Enhanced Income Fund since its inception in July 2003 and to the Short-Term Bond Fund since January 1999. He is primarily responsible for implementing the strategy outlined by Mr. Fields by determining the Funds’ holdings and characteristics. Ms. Kim has served as Portfolio Manager to the Balanced and Short-Term Bond Funds since November 2002 and to the Enhanced Income Fund since its inception in July 2003. Prior to becoming a Portfolio Manager, Ms. Kim had been the Manager of Credit Research and Analysis for the Manager since June 1998. She has responsibility for credit and relative value analysis of corporate bonds. The Funds’ SAI provides additional information about Mr. Fields, Mr. Sporl, and Ms. Kim, including other accounts they manage, their ownership in the Funds they manage and their compensation.
 
SSgA
 
 
The S&P 500 Index Fund invests all of its investable assets in the State Street Equity 500 Index Portfolio (the “State Street Portfolio”), which is advised by SSgA Funds Management Inc. (“SSgA FM”). SSgA FM is a subsidiary of State Street Corporation and is located at One Lincoln Street, Boston, Massachusetts 02111. As of December 31, 2006, SSgA FM managed approximately $121.7 billion in assets and, together with its affiliates, which comprise State Street Global Advisors (“SSgA”), the investment management business of State Street Corporation, managed approximately $1.7 trillion in assets. SSgA FM serves as investment advisor, and State Street Bank and Trust Company (“State Street”) serves as administrator, custodian and transfer agent to the State Street Portfolio. As compensation for SSgA FM’s services as investment advisor and State Street’s services as administrator, custodian and transfer agent (and for assuming ordinary operating expenses of the State Street Portfolio, including ordinary audit and legal expenses), State Street receives an advisory fee at an annual rate of 0.045% of the average daily net assets of the State Street Portfolio.
 
SSgA FM manages the State Street Portfolio using a team of investment professionals. The team approach is used to create an environment that encourages the flow of investment ideas. The portfolio managers within the team work together in a cohesive manner to develop and enhance techniques that drive the investment process for the respective investment strategy. This approach requires portfolio managers to share a variety of responsibilities including investment strategy and analysis while retaining responsibility for the implementation of the strategy within any particular portfolio. The approach also enables the team to draw upon the resources of other groups within the firm. Each portfolio management team is overseen by the SSgA Investment Committee. Key professionals involved in the day-to-day portfolio management for the State Street Portfolio include the following: James May and Karl Schneider. Mr. May is a Principal of SSgA and a Principal of SSgA FM. Mr. May is a Senior Portfolio Manager in SSgA FM’s Global Structured Products Team. Mr. May joined SSgA in 1991. Prior to joining the Global Structured Products Group, Mr. May worked in the SSgA Passive U.S. Equity Operations department as a Senior Analyst. As a member of the Developed Markets team, he worked on the formulation of trading strategies for index change trades, Russell reconstitution, and MSCI quarterly rebalancing and Provisional trades. Mr. Schneider is a Principal of SSgA and a Principal of SSgA FM. Mr. Schneider joined SSgA in 1996 as a member of the SSgA Global Fundamental Strategies Team. The Funds’ SAI provides additional information about Mr. May and Mr. Schneider, including other accounts they

 
 
Prospectus About the Funds
45


 

manage, their ownership in the State Street Portfolio and their compensation.
 
The Sub-Advisors
 
 
The Manager is the sole investment advisor to the Money Market Funds and the Short-Term Bond Fund. Except for these Funds, each Fund’s assets are allocated among one or more sub-advisors by the Manager. The assets of the Balanced Fund are allocated by the Manager among the Manager and three other sub-advisors. The assets of the Enhanced Income Fund are allocated by the Manager between the Manager and another sub-advisor. Each sub-advisor has discretion to purchase and sell securities for its segment of a Fund’s assets in accordance with the Fund’s objectives, policies, restrictions and more specific strategies provided by the Manager. Pursuant to an exemptive order issued by the SEC, the Manager is permitted to enter into new or modified investment advisory agreements with existing or new sub-advisors without approval of a Fund’s shareholders, but subject to approval of the Funds’ Board of Trustees (“Board”) and for those Funds that invest their assets in the Master Trust, approval of the Master Trust Board. The Prospectus will be supplemented if additional sub-advisors are retained or the contract with any existing sub-advisor is terminated.
 
Set forth below is a brief description of each sub-advisor and the portfolio managers with primary responsibility for the day-to-day management of the Funds. The Funds’ SAI provides additional information about the portfolio managers, including other accounts they manage, their ownership in the Funds they manage and their compensation.
 
BARROW, HANLEY, MEWHINNEY & STRAUSS, INC. (“Barrow”), 2200 Ross Avenue, 31st Floor, Dallas, Texas 75201, is a professional investment counseling firm that has been providing investment advisory services since 1979. The firm is a subsidiary of Old Mutual Asset Managers (US) LLC, which is a subsidiary of Old Mutual plc, an international financial services group. As of December 31, 2006, Barrow had discretionary investment management authority with respect to approximately $63 billion of assets, including approximately $2.9 billion of assets of AMR Corporation and its subsidiaries and affiliated entities. Barrow serves as a sub-advisor to the Balanced, Large Cap Value, Mid-Cap Value, Small Cap Value, and Short-Term Bond Funds. The Manager does not presently intend to allocate any of the assets in the Short-Term Bond Fund to Barrow.
 
Barrow manages client assets on a team basis for their equity and fixed income strategies. The members of the team for each Fund are listed below.
 
         
        Business
Name and Title of
  Length of Service
  Experience
Portfolio Managers
  to Fund   Past 5 Years
 
Balanced & Large Cap Value Funds
   
James P. Barrow
       
Portfolio Manager/Partner
  Since Inception   Portfolio
Manager/Barrow
Mid-Cap Value Fund
       
James P. Barrow
       
Portfolio Manager/Partner
  Since Inception   Portfolio
Manager/Barrow
Mark Giambrone
       
Portfolio Manager/Partner
  Since Inception   Portfolio
Manager/Barrow 1
Small Cap Value Fund
       
James S. McClure
       
Portfolio Manager
  Since 2003   Portfolio
Manager/Barrow
John P. Harloe
       
Portfolio Manager
  Since 2003   Portfolio
Manager/Barrow
Balanced Fund
   
John S. Williams
       
Portfolio Manager
  Since Inception   Portfolio
Manager/Barrow
David H. Hardin
       
Portfolio Manager
  Since Inception   Portfolio
Manager/Barrow
J. Scott McDonald
       
Portfolio Manager
  Since 1994   Portfolio
Manager/Barrow
Mark C. Luchsinger
       
Portfolio Manager
  Since 1996   Portfolio
Manager/Barrow
Deborah A. Petruzzelli
       
Portfolio Manager
  Since 2002   Barrow/Victory
Capital 2
 
1
Prior to 2002, Mark Giambrone was an equity analyst with Barrow.
 
2
Prior to joining Barrow in 2002, Debbie Petruzzelli was a portfolio manager with Victory Capital.
 
Barrow’s equity portfolio managers and analysts work as a team for the purposes of generating and researching investment ideas within the large, mid, and small cap segments of the market. Individual equity security holdings and their weightings in Barrow’s portion of the Balanced, Large Cap Value, Mid-Cap Value, and Small Cap Value Funds are the result of input from both analysts and portfolio managers. However, the ultimate decision for inclusion and weighting in a Fund rests with the portfolio manager for large cap, and with the management team for the mid and small cap strategies. While all of Barrow’s equity portfolio managers act as generalists, each portfolio manager also has a specific sector responsibility along with an analyst member of the team. This serves as an internal mentoring process, in addition to assuring that Barrow has adequate coverage across all sectors and market capitalization ranges.
 
Barrow manages its fixed income portion of the Balanced Fund using a team approach, with investment strategy decisions resulting from a consensus of its fixed income professionals — five senior portfolio managers and two dedicated research analysts. All five portfolio managers

 
 
About the Funds Prospectus
46


 

are generalists, but each also has specific responsibilities for strategic focus on particular aspects of the marketplace and the portfolio structure strategy. Fixed income research responsibilities are divided among the team members, each specializing in areas in which they have particular expertise and interest. Individual bond selection decisions are also consistently made across all portfolios having similar investment objectives.
 
BRANDYWINE GLOBAL INVESTMENT MANAGEMENT, LLC (“Brandywine Global”), formerly known as Brandywine Asset Management, LLC, 2929 Arch Street, 8 th  Floor, Philadelphia, PA 19104, is a professional investment advisory firm founded in 1986. Brandywine Global is a wholly owned subsidiary of Legg Mason, Inc. As of December 31, 2006, Brandywine had assets under management totaling approximately $39.3 billion, including approximately $4.2 billion of assets of AMR Corporation and its subsidiaries and affiliated entities. Brandywine Global serves as a sub-advisor to the Balanced, Large Cap Value and Small Cap Value Funds.
 
Brandywine Global Portfolio Managers for the
Balanced and Large Cap Value Funds
 
 
Paul R. Lesutis, CFA, Managing Director, is a member of Brandywine Global’s Executive Committee and serves as lead Portfolio Manager of Brandywine Global’s fundamental large cap value equity strategy. In addition, he is responsible for research coverage of the Banks and Paper & Forest Products sectors, contributing insight and stock recommendations to all of Brandywine Global’s domestic equity products. Mr. Lesutis joined Brandywine Global in 1991 and has served as lead portfolio manager to Brandywine Global’s portion of the Balanced and Large Cap Value Funds since 1996.
 
Earl J. Gaskins, Managing Director, is a lead Portfolio Manager for Brandywine Global’s large cap value and socially responsible large cap value equity strategies and is Co-Manager for the fundamental large cap value equity strategy. He is responsible for research coverage of the Chemicals and Energy sectors, contributing industry insight and stock recommendations to all of Brandywine Global’s equity products. Mr. Gaskins has been with Brandywine Global since 1996 and has co-managed Brandywine Global’s portion of the Balanced and Large Cap Value Funds since 1996.
 
Stephen S. Smith, Managing Director, is a member of Brandywine Global’s Executive Committee, serves as co-lead Portfolio Manager for Brandywine Global’s fixed income and balanced strategies and also contributes his extensive knowledge of global markets and currencies to support the research efforts for international/global value equity strategies. Mr. Smith is also a member of Brandywine Global’s large cap value equity team and is responsible for research coverage of the Tobacco, Healthcare, and Financial Services industries, contributing insight and stock recommendations to all of Brandywine Global’s equity products. He joined Brandywine Global in 1991 and has served as a portfolio manager to Brandywine Global’s portion of the fixed income portion of the Balanced Fund since April 1996.
 
Brandywine Global Portfolio Managers for the
Small Cap Value Fund
 
 
Henry F. Otto, Managing Director, is the founder and Co-Manager for Brandywine Global’s diversified value equity strategy and assists in ongoing research into value investing and designing quantitative evaluation tools. Mr. Otto is a member of Brandywine Global’s Executive Committee. He joined Brandywine Global in 1987 and has served as a portfolio manager to Brandywine Global’s portion of the Small Cap Value Fund since December 1998.
 
Steven M. Tonkovich, Managing Director, is a member of Brandywine Global’s Executive Committee, serves as Co-Manager for Brandywine Global’s diversified value equity strategy and is integral to ongoing research into value investing, to designing quantitative evaluation tools and to managing Brandywine Global’s information systems. Mr. Tonkovich has been with Brandywine Global since 1989 and has served as a portfolio manager to Brandywine Global’s portion of the Small Cap Value Fund since December 1998.
 
CALAMOS ADVISORS LLC (“Calamos”), 2020 Calamos Court, Naperville, Illinois 60563, is an institutional money management firm that has specialized in security research and money management since 1977. Calamos is a wholly owned subsidiary of Calamos Asset Management, Inc. As of December 31, 2006, Calamos had assets under management totaling approximately $44.7 billion, including approximately $215 million of assets of AMR Corporation and its subsidiaries and affiliated entities. Calamos serves as a sub-advisor to the Enhanced Income Fund.
 
John P. Calamos, Sr. Chief Executive Officer, President and Co-Chief Investment Officer of Calamos, Nick P. Calamos, Co-Chief Investment Officer and Senior Executive Vice President of Calamos, and John P. Calamos, Jr., Executive Vice President of Calamos, are primarily responsible for the day-to-day management of Calamos’ portion of the Enhanced Income Fund. Each has been involved with and responsible for the Fund since its inception in July 2003. John P. Calamos, Sr. and Nick P. Calamos have managed money together at Calamos or a related entity for over 20 years. John P. Calamos, Jr. has over 19 years of experience in the financial services industry and has managed money together with John P. Calamos, Sr. and Nick P. Calamos at Calamos or a related entity for that entire period.
 
CAUSEWAY CAPITAL MANAGEMENT LLC (“Causeway”), 11111 Santa Monica Blvd., Suite 1500, Los Angeles, California 90025, is an international and global equity investment management firm. Causeway began operations in June 2001. As of December 31, 2006, Causeway had approximately $18.2 billion in assets under management, including approximately $1.8 billion of assets of AMR Corporation and its subsidiaries and affiliated

 
 
Prospectus About the Funds
47


 

entities. Causeway serves as a sub-advisor to the International Equity Fund.
 
Causeway’s portion of the International Equity Fund is managed by a team of portfolio managers comprised of Sarah H. Ketterer, Harry W. Hartford, James A. Doyle, Jonathan P. Eng and Kevin Durkin.
 
Sarah H. Ketterer is the Chief Executive Officer of Causeway and is responsible for research in the global financials and healthcare sectors. Ms. Ketterer co-founded Causeway in June 2001. Prior to that, she was with the Hotchkis and Wiley division of Merrill Lynch Investment Managers, L.P. (“MLIM”) since 1996, where she was a Managing Director and co-head of the International and Global Value Equity Team in Los Angeles. Ms. Ketterer has co-managed the Fund since May 1993.
 
Harry W. Hartford is the President of Causeway and is responsible for research in the global financials and materials sectors. Mr. Hartford co-founded Causeway in June 2001. Prior to that, he was with the Hotchkis and Wiley division of MLIM since 1996, where he was a Managing Director and co-head of the International and Global Value Equity Team in Los Angeles. Mr. Hartford has co-managed the Fund since May 1994.
 
James A. Doyle is a Director of Causeway and is responsible for research in the global consumer discretionary, financials and information technology sectors. He joined the firm in June 2001. Previously, Mr. Doyle was with the Hotchkis and Wiley division of MLIM since 1997, where he was a Vice President and the head of investment research for the International and Global Value Equity Team in Los Angeles. Mr. Doyle has co-managed the Fund since January 2006.
 
Jonathan P. Eng is a Director of Causeway and is responsible for research in the consumer discretionary, industrials and materials sectors. Mr. Eng joined the firm in July 2001. From 1997 to July 2001, Mr. Eng was with the Hotchkis and Wiley division of MLIM in Los Angeles and London, where he was an equity research associate for the International and Global Value Equity Team. Mr. Eng has co-managed the Fund since January 2006.
 
Kevin Durkin is a Vice President of Causeway and is responsible for research in the global consumer staples, industrials and energy sectors. Mr. Durkin joined the firm in June 2001. From 1999 to June 2001, Mr. Durkin was with the Hotchkis and Wiley division of MLIM in Los Angeles, where he was an equity research associate for the International and Global Value Equity Team. Mr. Durkin has co-managed the Fund since January 2006.
 
DREMAN VALUE MANAGEMENT, LLC (“Dreman”), Harborside Financial Center, Plaza 10, Suite 800, Jersey City, New Jersey 07311, is an independently owned investment advisor founded in 1997, with predecessor firms dating back to 1977. As of December 31, 2006, Dreman had approximately $21.6 billion of assets under management, which included approximately $391 million of assets of AMR Corporation and its subsidiaries and affiliated entities. Dreman serves as a sub-advisor to the Small Cap Value Fund.
 
David N. Dreman is the Lead Portfolio Manager for Dreman’s portion of the Small Cap Value Fund. Mr. Dreman has over 30 years of investment experience and has served as Chairman and Chief Investment Officer of Dreman and its predecessor firms since 1977. Mr. Dreman has managed Dreman’s portion of the Fund since August 2005. Mark Roach and E. Clifton Hoover, Jr. serve as portfolio managers for Dreman’s portion of the Fund. Mr. Roach has been Managing Director and Portfolio Manager of Dreman since 2006. From 2002 to 2006, he was a Portfolio Manager at Vaughan Nelson Investment Management. Mr. Roach has managed Dreman’s portion of the Fund since November 2006. Mr. Hoover has been Managing Director and Co-Chief Investment Officer of Large Cap Value Strategy for Dreman since 2006. From 1997 to 2006, he was Managing Director and a Portfolio manager at NFJ Investment Group. Mr. Hoover has managed Dreman’s portion of the Fund since November 2006.
 
FRANKLIN ADVISERS, INC. (“Franklin”), One Franklin Parkway, San Mateo, California 94403, is a wholly-owned subsidiary of Franklin Resources, Inc., a global investment organization operating as Franklin Templeton Investments. Franklin Templeton Investments provides global and domestic investment management services, through its Franklin, Templeton, Fiduciary Trust, Mutual Series, and Darby Investments subsidiaries. The San Mateo, CA-based company has over 60 years of investment experience and $552.9 billion in assets under management as of December 31, 2006. Of this amount, approximately $1.6 billion were assets of AMR Corporation and its subsidiaries and affiliated entities. Franklin serves as a sub-advisor to the High Yield Bond Fund.
 
Eric Takaha, Senior Vice President and Director of Corporate Credit and High Yield for the Franklin Templeton Fixed Income Group, is the lead portfolio manager of the team that has primary responsibility for managing Franklin’s portion of the Fund. Mr. Takaha joined Franklin’s High Yield team in 1989 and has managed Franklin’s portion of the Fund since September 2006. Chris Molumphy and Glenn Voyles share responsibility for investment decision-making with Mr. Takaha. Mr. Molumphy, Executive Vice President and Chief Investment Officer for the Franklin Templeton Fixed Income Group, joined Franklin in 1988 and has managed Franklin’s portion of the Fund since September 2006. Mr. Voyles, Vice President for the Franklin Templeton Fixed Income Group, joined Franklin in 1993 and has managed Franklin’s portion of the Fund since September 2006.
 
HOTCHKIS AND WILEY CAPITAL MANAGEMENT, LLC (“Hotchkis”), 725 South Figueroa Street, 39th Floor, Los Angeles, California 90017, is a professional domestic equity management firm. Hotchkis was formed in October 2001 from the key domestic equity management personnel at Merrill Lynch Investment Managers, L.P., a former sub-advisor to the Funds. As of December 31,

 
 
About the Funds Prospectus
48


 

2006, Hotchkis had approximately $35.5 billion in assets under management, including approximately $1.5 billion of assets of AMR Corporation and its subsidiaries and affiliated entities. Hotchkis serves as a sub-advisor to the Balanced, Large Cap Value and Small Cap Value Funds.
 
In addition to the Funds, Hotchkis manages institutional separate accounts and is the advisor and sub-advisor to other mutual funds. The investment process is the same for similar accounts, including the Funds and is driven by team-oriented, in-depth, fundamental research. The investment research staff is organized by industry coverage and supports all of the accounts managed in each of Hotchkis’ investment strategies. Weekly research meetings provide a forum where analysts and portfolio managers discuss current investment ideas within their assigned industries. Generally, the entire investment team, or a sub-set of the team, then debates the merits of recommendations, taking into account the prevailing market environment, the portfolio’s current composition, and the relative value of alternative investments. The culmination of this process is the formation of a “target portfolio” for each investment strategy representing the best investment ideas with appropriate weights for each of the holdings.
 
Although the Balanced (equity portion), Large Cap Value and Small Cap Value Funds are managed by Hotchkis’ investment team, Hotchkis has identified the five portfolio managers with the most significant responsibility for Hotchkis’ portion of each Fund’s assets. This list does not include all members of the investment team.
 
Hotchkis Portfolio Managers for the
Balanced and Large Cap Value Funds
 
 
George Davis, Patricia McKenna, Sheldon Lieberman, Stan Majcher, and David Green participate in the investment decision process during the group meetings in which the team decides the stock/weight selection for the target portfolio. They have authority to direct trading activity for the Funds. Mr. Majcher and Mr. Green are jointly responsible for the day-to-day management of the Funds’ cash flows, which includes directing the Funds’ purchases and sales to ensure that the Funds’ holdings remain reflective of the “target portfolio.”
 
Mr. Davis, currently Principal, Portfolio Manager and Chief Executive Officer, joined Hotchkis in 1988 as Portfolio Manager and Analyst and became a portfolio manager to Hotchkis’ portion of the Funds at that time. Ms. McKenna, currently Principal and Portfolio Manager, joined Hotchkis in 1995 as Portfolio Manager and Analyst, at which time she began managing Hotchkis’ portion of the Funds. Mr. Lieberman, currently Principal and Portfolio Manager, joined Hotchkis in 1994 as Portfolio Manager and Analyst and has managed Hotchkis’ portion of the Funds since then. Mr. Majcher, currently Principal and Portfolio Manager, joined Hotchkis in 1996 as Analyst and became Portfolio Manager in 1999. He has served as portfolio manager to Hotchkis’ portion of the Funds since 1999. Mr. Green, currently Principal and Portfolio Manager, joined Hotchkis in 1997 as Portfolio Manager and Analyst. He has managed Hotchkis’ portion of the Funds since 1997.
 
Hotchkis Portfolio Managers for the
Small Cap Value Fund
 
 
David Green, Jim Miles, Stan Majcher, George Davis, and Judd Peters participate in the investment decision process during the group meetings in which the team decides the stock/weight selection for the target portfolio. They have authority to direct trading activity for Hotchkis’ portion of the Fund. Mr. Green, Mr. Miles and Mr. Majcher are jointly responsible for the day-to-day management of the Fund’s cash flows, which includes directing the Fund’s purchases and sales to ensure that the Fund’s holdings remain reflective of the “target portfolio.”
 
Mr. Green, currently Principal and Portfolio Manager, joined Hotchkis in 1997 as Portfolio Manager and Analyst. He has managed Hotchkis’ portion of the Fund since 1999. Mr. Miles, currently Principal and Portfolio Manager, joined Hotchkis in 1995 as Portfolio Manager and Analyst. He has served as portfolio manager to Hotchkis’ portion of the Fund since 1999. Mr. Majcher, currently Principal and Portfolio Manager, joined Hotchkis in 1996 as Analyst and became Portfolio Manager in 1999, at which time he became a portfolio manager to Hotchkis’ portion of the Fund. Mr. Davis, currently Principal, Portfolio Manager and Chief Executive Officer, joined Hotchkis in 1988 as Portfolio Manager and Analyst. He has served as portfolio manager to Hotchkis’ portion of the Funds since 1999. Mr. Peters, currently Portfolio Manager, joined Hotchkis in 1999 as an Analyst and became Portfolio Manager in 2002. He has served as Portfolio Manager to Hotchkis’ portion of the Fund since 2002.
 
LAZARD ASSET MANAGEMENT LLC (“Lazard”), 30 Rockefeller Plaza, New York, New York 10112, an SEC registered investment advisor, is a subsidiary of Lazard Frères & Co. LLC, a registered broker-dealer. Lazard and its affiliates provided investment management services to client discretionary accounts with assets totaling approximately $97.7 billion as of December 31, 2006, including approximately $1.1 billion of assets of AMR Corporation and its subsidiaries and affiliated entities. Lazard serves as a sub-advisor to the International Equity Fund.
 
The following individuals comprise Lazard’s International Equity management team, which is responsible for the day to day management of a portion of the International Equity Fund. Responsibility is shared equally among each member of the team.
 
John R. Reinsberg is a Deputy Chairman of Lazard with responsibility for international and global products. He also oversees the day-to-day operations of Lazard’s International Equity investment team. He joined Lazard in 1992 and began working in the investment field in 1981. Mr. Reinsberg has managed Lazard’s portion of the Fund since March 1999.

 
 
Prospectus About the Funds
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Michael A. Bennett is a Managing Director of Lazard and a Portfolio Manager for the International Equity, International Equity Select, European Equity Select, and Global Equity teams. He joined Lazard in 1992 and has worked in the investment field since 1987. Mr. Bennett has managed Lazard’s portion of the Fund since May 2003.
 
Michael G. Fry joined Lazard in 2005 as a Managing Director and is also a Managing Director and Portfolio Manager within Lazard Asset Management Limited in London. From 1995 to 2005, Mr. Fry held several positions at UBS Global Asset Management, including Lead Portfolio Manager and Head of Global Equity Portfolio Management, Global Head of Equity Research and Head of Australian Equities. Mr. Fry began working in the investment field in 1987. He has managed Lazard’s portion of the Fund since November 2005.
 
METROPOLITAN WEST CAPITAL MANAGEMENT, LLC (“MetWest Capital”), 610 Newport Center Drive, Suite 1000, Newport Beach, California 92660, is an SEC registered investment advisor founded in 1997. The firm is majority owned by Evergreen Investments, a division of Wachovia Corporation, and minority owned by its key professionals. As of December 31, 2006, MetWest Capital had approximately $6.9 billion of assets under management, which included approximately $1.4 billion of assets of AMR Corporation and its subsidiaries and affiliated entities. MetWest Capital serves as a sub-advisor to the Large Cap Value and Small Cap Value Funds.
 
Howard Gleicher oversees the MetWest Capital investment team with responsibility for a portion of the Large Cap Value Fund. Mr. Gleicher has served as Chief Investment Officer since MetWest Capital’s inception in August 1997 and has managed MetWest Capital’s portion of the Large Cap Value Fund since November 2000. In addition to Mr. Gleicher, the Large Cap Value Fund’s investment team includes Gary W. Lisenbee, David M. Graham. Jeffrey Peck, and Jay Cunningham. Mr. Lisenbee has served as President since MetWest Capital’s inception in August 1997 and has managed MetWest Capital’s portion of the Large Cap Value Fund since November 2000. Mr. Graham has served as Research Analyst since September 2000 and has managed MetWest Capital’s portion of the Large Cap Value Fund since November 2000. From May 2000 through September 2000, he was a Senior Portfolio Manager and Research Analyst at Wells Fargo. From 1987 through 1999, he served as Vice President and Director of Research at Palley-Needelman Asset Management, Inc. Mr. Peck has served as Research Analyst since March 2004 and has managed MetWest Capital’s portion of the Large Cap Value Fund since that time. From 2002 to March 2004, he was an equity research analyst with Janney Montgomery Scott, LLC. From 1998 through November 2001, he served as an equity research analyst at Bear Stearns & Company, Inc. Mr. Cunningham has served as Research Analyst since November 2005 and has managed MetWest Capital’s portion of the Large Cap Value Fund since May 2006. From August 2003 to November 2005, he was a Senior Analyst with Hibernia Southcoast Capital. From June 2001 through July 2003, he served as a Senior Analyst for AIM Investments.
 
Gary W. Lisenbee and Samir Sikka have joint responsibility for managing MetWest Capital’s portion of the Small Cap Value Fund. Mr. Lisenbee has managed the Fund since August 2005. Mr. Sikka has served as Co-Lead Strategist since February 2007, Research Analyst since July 2006, and has managed MetWest Capital’s portion of the Small Cap Value Fund since July 2006. From April 1999 to February 2006, he was a Senior Analyst with Trust Company of the West. In addition to Messrs. Lisenbee and Sikka, the Small Cap Value Fund’s investment team also includes Mrs. Ellie Chizmarova. Mrs. Chizmarova has served as a Research Analyst since June 2003 and has managed MetWest Capital’s portion of the Small Cap Value Fund since August 2005. From 2001 to June 2003, she was a Technical Support Analyst with MetWest Capital.
 
MORGAN STANLEY INVESTMENT MANAGEMENT INC. (“MSIM Inc.”), 1221 Avenue of the Americas, New York, New York 10020, is a direct subsidiary of Morgan Stanley. As of December 31, 2006, MSIM Inc., together with its affiliated asset management companies, managed assets of approximately $492.2 billion, including approximately $398.5 million of assets of AMR Corporation and its subsidiaries and affiliated entities. MSIM Inc. serves as a sub-advisor to the Emerging Markets Fund.
 
MSIM Inc. has entered into a sub-advisory agreement, whereby MSIM Inc. may delegate certain of its investment advisory services to Morgan Stanley Investment Management Company (“MSIM Company”), an affiliated investment adviser located at 23 Church Street, #16-01 Capital Square, Singapore, Singapore 049481.
 
MSIM Inc.’s Emerging Markets Equity team manages a portion of the Emerging Markets Fund. The team consists of portfolio managers and analysts who work collaboratively when making portfolio decisions. Members of the team who are jointly and primarily responsible for the day-to-day management of the Fund are: Ruchir Sharma, a Managing Director of MSIM Inc., James Cheng, a Managing Director of MSIM Company, and Paul Psaila, Eric Carlson, William Scott Piper and Ana Cristina Piedrahita, each an Executive Director of MSIM Inc.
 
Mr. Sharma has been associated with MSIM Inc. in an investment management capacity since 1996 and has managed MSIM Inc.’s portion of the Emerging Markets Fund since its inception in 2000. Mr. Cheng has been associated with MSIM Company in an investment management capacity and has been a member of the team managing MSIM Inc.’s portion of the Emerging Markets Fund since August 2006. Prior to joining MSIM Company, Mr. Cheng worked in an investment management capacity at Invesco Asia Limited, Asia Strategic Investment Management Limited and Munich Re Asia Capital Management Limited. Mr. Psaila has been associated with MSIM Inc. in an investment management capacity since 1994 and has been a member of the team managing MSIM

 
 
About the Funds Prospectus
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Inc.’s portion of the Emerging Markets Fund since its inception in 2000. Mr. Carlson has been associated with MSIM Inc. in an investment management capacity since September 1997 and has been a member of the team managing MSIM Inc.’s portion of the Emerging Markets Fund since August 2006. Mr. Piper has been associated with MSIM Inc. in an investment management capacity since December 2002 and has been a member of the team managing MSIM Inc.’s portion of the Emerging Markets Fund since August 2006. Prior to joining MSIM Inc., Mr. Piper was a portfolio manager at Deltec Asset Management. Ms. Piedrahita has been associated with MSIM Inc. in an investment management capacity since January 2002 and has been a member of the team managing MSIM Inc.’s portion of the Emerging Markets Fund since August 2006. Prior to joining MSIM Inc., Ms. Piedrahita was an equity analyst at Fidelity Investments.
 
Mr. Sharma is the lead portfolio manager and is responsible for overall portfolio performance and construction. Mr. Sharma focuses on country allocation, relying heavily on input from the regional co-portfolio manager teams who are responsible for stock selection for their respective regions. Portfolio managers generally specialize by region, with the exception of a few specialized groups focusing on specific sectors.
 
OPUS CAPITAL GROUP, LLC (“Opus”), 1 West Fourth Street, 25th Floor, Cincinnati, Ohio 45202, is an employee-owned registered investment advisor established in 1996. As of December 31, 2006, Opus had assets under management of approximately $1.1 billion, including approximately $475 million of assets of AMR Corporation and its subsidiaries and affiliated entities. Opus serves as a sub-advisor to the Small Cap Value Fund.
 
The Investment Committee at Opus is comprised of Len Haussler, President and Portfolio Manager, Kevin Whelan, Vice President and Portfolio Manager, and Jon Detter, Portfolio Manager. Opus has a team approach to the buying and selling of individual securities, and a consensus is usually formed before any purchase or sale of a security is initiated. If there is a lack of consensus, the Portfolio Manager makes the final decision. If the Portfolio Manager is out of the office and unavailable for consultation, the remaining members of the Investment Committee are authorized to make investment decisions.
 
Len A. Haussler co-founded Opus in 1996 and serves as the lead portfolio manager for the firm. Mr. Haussler develops the investment strategy, directs investments and oversees trading for all client portfolios. He has over 25 years of investment experience and has managed Opus’ portion of the Small Cap Value Fund since January 2005.
 
Kevin P. Whelan has served as Vice President and Portfolio Manager of Opus since 1998. He is primarily responsible for conducting research and directing trades. Mr. Whelan has over nine years of investment experience and has managed Opus’ portion of the Fund since January 2005.
 
Jonathon M. Detter has served as Portfolio Manager for Opus since 2003. He is primarily responsible for conducting research and directing trades. Prior to joining Opus, Mr. Detter valued private and public firms at Valuation Research Company and Arthur Andersen LLP. He has over five years of investment and valuation experience and has managed Opus’ portion of the Fund since January 2005.
 
PANAGORA ASSET MANAGEMENT, INC. (“PanAgora”), 260 Franklin Street, 22nd Floor, Boston, Massachusetts 02110, is an independently operated Delaware corporation that is majority owned by Putnam Investments and minority owned by Nippon Life Insurance. Putnam Investments is a majority owned subsidiary of Marsh & McLennan Companies, Inc., a publicly traded company. PanAgora was established in 1985 as part of The Boston Company Asset Management and registered as an investment advisor with the SEC in September of 1989. As of December 31, 2006, PanAgora had assets of approximately $22.6 billion under management, which included approximately $6.2 million of assets of AMR Corporation and its subsidiaries and affiliated entities. PanAgora serves as sub-advisor to the Small Cap Value Opportunity Fund.
 
PanAgora’s investment team for the Fund consists of Brian R. Bruce, Richard T. Wilk, John W. Griffin, and George D. Mussalli, who have all managed the Fund since its inception in 2006. The team shares responsibility for the investment process, including research and trading.
 
Brian R. Bruce is Director and Head of Equity Investments for PanAgora. He is responsible for all equity strategies at PanAgora. He is also a member of PanAgora’s Management and Investment Committees. Mr. Bruce joined PanAgora in 1999. He is also a Visiting Professor of Investments at Baylor University and Editor-In-Chief of Institutional Investor’s Journal of Investing.
 
Richard T. Wilk is Director of Equity Investments for PanAgora. Mr. Wilk is responsible for the daily research and management of PanAgora’s active equity strategies. He is also a member of PanAgora’s Investment and Management Committees. Mr. Wilk has been with PanAgora and its predecessor organization since 1985.
 
John W. Griffin is a Portfolio Manager responsible for the research and daily management of active equity investments at PanAgora. He joined PanAgora in 2000.
 
George D. Mussalli is a Portfolio Manager responsible for U.S. active equity investments at PanAgora. Before joining PanAgora in 2004, he had been a Vice President and Portfolio Manager on Putnam Investments’ Structured Equity team since 2000.
 
POST ADVISORY GROUP, LLC (“Post”), 11755 Wilshire Blvd., Suite 1400, Los Angeles, California 90025, is a high yield fixed income management firm and the successor advisory entity of Post Advisory Group, Inc., initially founded by Lawrence Post in April 1992. Post is majority

 
 
Prospectus About the Funds
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owned by Principal Global Investors, LLC. As of December 31, 2006, Post had assets under management totaling approximately $9 billion, including approximately $286 million of assets of AMR Corporation and its subsidiaries and affiliated entities. Post serves as sub-advisor to the High Yield Bond Fund.
 
As a firm, Post utilizes a co-manager system to protect the client and to ensure continuity of performance. The High Yield Bond Fund has been managed by Lawrence Post since its inception in December 2000, and Allan Schweitzer became co-manager in 2004. Lawrence Post, Chief Executive Officer, President and Chief Investment Officer of Post, has overall responsibility for the Fund’s portfolio and investment process. Mr. Post has over 30 years of experience in the investment business, including 25 years in the high yield bond area. Mr. Schweitzer joined Post in 2000 from Trust Company of the West where he was a senior high yield analyst specializing in healthcare, media, and lodging research. He has over twelve years of experience in the high yield bond area.
 
PZENA INVESTMENT MANAGEMENT, LLC (“Pzena”), 120 West 45th Street, 20th Floor, New York, New York 10036, is a majority employee-owned investment management firm founded in 1995. As of December 31, 2006, Pzena had assets of approximately $27.3 billion under management, including approximately $51.1 million of assets of AMR Corporation and its subsidiaries and affiliated entities. Pzena serves as a sub-advisor to the Mid-Cap Value Fund.
 
Investment decisions for the portion of the Mid-Cap Value Fund sub-advised by Pzena are made by a three-person investment team. The team consists of Richard S. Pzena, John P. Goetz and Manoj Tandon. Each member has equal weight in determining how research findings are translated into an earnings model. Further, all decisions require unanimous consent of the three individuals. Should one of the members become unavailable for either planned or unplanned reasons, the remaining members would continue the process.
 
Mr. Pzena is Managing Principal, Chief Executive Officer, Co-Chief Investment Officer and Founder of Pzena. He has served on the portfolio management team since the inception of the Mid-Cap Value Fund in June 2004 and has been with Pzena since its inception in January 1996. Mr. Goetz is a Managing Principal and Co-Chief Investment Officer of Pzena as of January 1, 2005. Prior to becoming Co-CIO, Mr. Goetz was Director of Research for Pzena. He has also served on the Fund’s portfolio management team since its inception and has been with Pzena since 1996. Manoj Tandon is a Principal and Portfolio Manager at Pzena. Prior to joining Pzena in 2002, Mr. Tandon was Associate Analyst for the Global Software and IT Services Strategy team at Deutsche Bank and a member of its Enterprise Software Research team from 1999 to 2002. He began managing Pzena’s portion of the Fund in January 2006.
 
SSgA FUNDS MANAGEMENT, INC.  (“SSgA FM”), One Lincoln Street, Boston, Massachusetts 02111, is a subsidiary of State Street Corporation and an affiliate of State Street Bank and Trust Company. As of December 31, 2006, SSgA FM managed approximately $121.7 billion in assets and, together with its affiliates, which comprise State Street Global Advisors (“SSgA”), the investment management business of State Street Corporation, managed approximately $1.7 trillion in assets. SSgA FM serves as the sub-advisor to the Small Cap Value Fund.
 
SSgA FM’s portion of the Small Cap Value Fund is managed by a team of investment professionals. The team approach is used to create an environment that encourages the flow of investment ideas. The portfolio managers within the team work together in a cohesive manner to develop and enhance techniques that drive the investment process for the respective investment strategy. This approach requires portfolio managers to share a variety of responsibilities including investment strategy and analysis while retaining responsibility for the implementation of the strategy within any particular portfolio. The approach also enables the team to draw upon the resources of other groups within the firm. Each portfolio management team is overseen by the SSgA Investment Committee. Key professionals involved in the day-to-day portfolio management for the Small Cap Value Fund include the following: Chuck Martin is a Vice President of SSgA and a Principal of SSgA FM and has served as a Portfolio Manager in the SSgA Enhanced Equity Group since 2001. Prior to joining SSgA, Mr. Martin was an equity analyst at SunTrust Equitable Securities. Ric Thomas is a Managing Director of SSgA and a Principal of SSgA FM and has served as Department Head and Deputy Department Head of the SSgA Enhanced Equity Group since 1998. Mr. Martin and Mr. Thomas have managed SSgA FM’s portion of the Small Cap Value Fund since August 2005.
 
TEMPLETON INVESTMENT COUNSEL, LLC (“Templeton”), 500 East Broward Blvd., Suite 2100, Fort Lauderdale, Florida 33394, is an indirect wholly owned subsidiary of Franklin Resources, Inc., a global investment organization operating as Franklin Templeton Investments. Franklin Templeton Investments provides global and domestic investment management services, through its Franklin, Templeton, Mutual Series and Fiduciary Trust subsidiaries. The San Mateo, CA-based company has over 60 years of investment experience and more than $552.9 billion in assets under management as of December 31, 2006. Of this amount, approximately $1.6 billion were assets of AMR Corporation and its subsidiaries and affiliated entities. Templeton serves as a sub-advisor to the International Equity Fund.
 
Gary P. Motyl has served as a portfolio manager to Templeton’s portion of the International Equity Fund since the Fund’s inception in August 1991. Mr. Motyl is President of Templeton and Chief Investment Officer of Templeton Institutional Global Equities. He joined Templeton in 1981.

 
 
About the Funds Prospectus
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THE BOSTON COMPANY ASSET MANAGEMENT, LLC (“The Boston Company”), One Boston Place, Boston, Massachusetts 02108, is a subsidiary of Mellon Financial Corporation. Assets under management as of December 31, 2006 were $72.7 billion, including approximately $2.0 billion of assets of AMR Corporation and its subsidiaries and affiliated entities. Certain of the assets managed by The Boston Company are managed as dual officers of affiliated entities. The Boston Company serves as a sub-advisor to the Small Cap Value, International Equity and Emerging Markets Funds.
 
The Boston Company Portfolio
Managers for the Small Cap Value Fund
 
 
Joseph M. Corrado, Senior Vice President, is the lead portfolio manager for the US Small Cap Value Equity strategy for The Boston Company and he oversees the US Small Cap Value team. Mr. Corrado joined The Boston Company in 1986. Stephanie K. Brandaleone, Vice President, and Edward R. Walter, Vice President, have served as US Small Cap Value Equity portfolio managers for The Boston Company since February 1999 and May 2004, respectively. Prior to becoming portfolio managers, both Ms. Brandaleone and Mr. Walter served as research analysts, and they continue to fulfill certain research responsibilities in conjunction with their portfolio management duties. Ms. Brandaleone’s research role involves covering a broad range of industries and special situations, while Mr. Walter focuses on the Health Care, Technology, Business Services and Industrial sectors. Mr. Corrado, Ms. Brandaleone and Mr. Walter have managed a portion of the Small Cap Value Fund since September 2004.
 
The Boston Company Portfolio
Managers for the Emerging Markets
and International Equity Funds
 
 
D. Kirk Henry is the Director of International Value Equities for The Boston Company. He is the lead portfolio manager for the International Value and Emerging Markets strategies. Mr. Henry joined The Boston Company in 1994. He has served as a portfolio manager for a potion of the Emerging Markets Fund since August 2000 and a potion of the International Equity Fund since September 2004. Clifford A. Smith, Senior Vice President, and Carolyn M. Kedersha, Senior Vice President, have been with The Boston Company since 1998 and 1988, respectively. Prior to becoming portfolio managers in March 2003, they each served as research analysts. Mr. Smith has served as a portfolio manager for a portion of the International Equity Fund since September 2004, and Ms. Kedersha has served as a portfolio manager to a portion of the Emerging Markets Fund since March 2003. Both Mr. Smith and Ms. Kedersha continue to conduct research on a variety of regions and sectors. Mr. Smith focuses on global technology and European capital goods companies, while Ms. Kedersha targets companies located in the United Kingdom, Greece, Egypt, Turkey, Israel, Russia, and Latin America.
 
All other assets of AMR Corporation and its affiliates under management by each respective sub-advisor (except assets managed by Barrow under the HALO Bond Program) are considered when calculating the fees for each sub-advisor. Including these assets lowers the investment advisory fees for each applicable Fund.
 
Valuation of Shares
 
 
The price of each Fund’s shares is based on its net asset value (“NAV”) per share. Each Fund’s NAV is computed by adding total assets, subtracting all of the Fund’s liabilities, and dividing the result by the total number of shares outstanding. Securities held by the Money Market Funds are valued in accordance with the amortized cost method, which is designed to enable those Funds to maintain a stable NAV of $1.00 per share. Equity securities are valued based on market value. Debt securities (other than short-term securities) usually are valued on the basis of prices provided by a pricing service. In some cases, the price of debt securities is determined using quotes obtained from brokers.
 
Securities may be valued at fair value, as determined in good faith and pursuant to procedures approved by a Fund’s or Portfolio’s applicable Board of Trustees, under certain limited circumstances. For example, fair value pricing will be used when market quotations are not readily available or reliable, as determined by the Manager, such as when (i) trading for a security is restricted or stopped; (ii) a security’s trading market is closed (other than customary closings); or (iii) a security has been de-listed from a national exchange. A security with limited market liquidity may require fair value pricing if the Manager determines that the available price does not reflect the security’s true market value. In addition, if a significant event that the Manager determines to affect the value of one or more securities held by a Fund occurs after the close of a related exchange but before the determination of the Fund’s NAV, fair value pricing may be used on the affected security or securities. Fair value pricing may be used by any of the Funds, but certain Funds are more likely to hold securities requiring fair value pricing. The Emerging Markets and International Equity Funds often fair value securities as a result of significant events occurring after the close of the foreign markets in which these Funds invest. In addition, the High Yield Bond Fund may invest in illiquid securities requiring fair value pricing.
 
Attempts to determine the fair value of securities introduce an element of subjectivity to the pricing of securities. As a result, the price of a security determined through fair valuation techniques may differ from the price quoted or published by other sources and may not accurately reflect the market value of the security when trading resumes. If a reliable market quotation becomes available for a security formerly valued through fair valuation techniques, the Manager compares the new market quotation to the fair value price to evaluate the effectiveness of the Funds’ fair valuation procedures. If

 
 
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any significant discrepancies are found, the Manager may adjust the Funds’ fair valuation procedures.
 
The NAV of PlanAhead Class shares will be determined based on a pro rata allocation of the Fund’s or Portfolio’s (as applicable) investment income, expenses and total capital gains and losses. Except for the Money Market Funds, each Fund’s NAV per share is determined as of the close of the New York Stock Exchange (“Exchange”), generally 4:00 p.m. Eastern Time, on each day on which it is open for business. The NAV per share for the Money Market and U.S. Government Money Market Funds is typically determined as of 5:00 p.m. Eastern Time, on each day on which the Exchange is open for business. The NAV per share for the Municipal Money Market Fund is typically determined as of 11:45 a.m. Eastern Time, on each day on which the Exchange is open for business. On days when the financial markets in which the Money Market Funds invest close early, the NAV may be calculated as of the earlier close of those markets. In addition to the days the Exchange is closed, the Money Market Funds are also not open and no NAV is calculated on Columbus Day and Veterans Day. In certain limited circumstances, a Money Market Fund, at its discretion, may designate other days as a business day on which it will accept purchases and redemptions (but typically not exchanges between a Money Market Fund and another American Beacon Fund). Because the International Equity and Emerging Markets Funds (the “International Funds”) invest in securities primarily listed on foreign exchanges that trade on days when the Funds do not price their shares, the NAV per share of the International Funds may change on days when shareholders will not be able to purchase or redeem the International Funds’ shares.
 
About Your Investment
 
Purchase and Redemption of Shares
 
 
Eligibility
 
 
PlanAhead Class shares are offered to all investors, including investors using intermediary organizations such as discount brokers or plan sponsors and retirement accounts.
 
The Small Cap Value Fund closed to new investors as of the close of business on Friday, February 4, 2005. The Fund will continue to accept additional investments (including reinvestments of dividends and capital gains distributions) from: (1) shareholders of the Fund who had open accounts on February 4, 2005; (2) participants in most qualified retirement plans if the Fund was designated as an available option as of February 4, 2005; (3) investors who had previously committed to invest in the Fund but whose accounts were not yet funded as of February 4, 2005; and (4) existing accounts managed on a discretionary basis by registered investment advisors that included the Fund in their discretionary account program as of February 4, 2005. Investors through financial intermediaries who did not have a funded position through the intermediary prior to February 4, 2005 will not be allowed to establish a new position after that date. In the case of mergers, reorganizations, acquisitions or other business combinations in which one or more companies involved in the transaction currently offer the Fund as an investment option to retirement plan participants, a company that, as a result of such transaction becomes affiliated with the company currently offering the Fund (as a parent company, subsidiary, sister company or otherwise), may request to add the Fund as an investment option under its retirement plan. In addition, there may be circumstances where a company currently offering the Fund as an investment option under its retirement plan may wish to consolidate available investment options under its plan and, as a result, transfer significant assets to the Fund. Such requests will be reviewed by the Manager on an individual basis, taking into consideration whether the addition of the Fund may negatively impact existing Fund shareholders.
 
Opening an Account
 
 
A completed, signed application is required to open an account. You may obtain an application form by:
 
•  calling 1-800-658-5811, or
•  downloading an account application on the Funds’ web site at www.americanbeaconfunds.com.
 
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When you open an account, we will ask for information that will allow us to identify you. Non-public corporations and other entities may be required to provide articles of incorporation, trust or partnership agreements, tax ID numbers, and Social Security numbers for persons authorized to provide instructions on the account. The Funds are required by law to reject your new account application if the required identifying information is not provided.
 
Complete the application, sign it and
 
Mail to:
American Beacon Funds
P.O. Box 219643
Kansas City, MO 64121-9643

 
 
About Your Investment Prospectus
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Purchase Policies
 
 
Shares of the Funds are offered and purchase orders are typically accepted until the deadlines listed below on each day on which the Exchange is open for business. In addition, a Money Market Fund may, at its discretion, accept orders on days when the Exchange is closed. Shares of the Money Market Funds are not offered and orders are not accepted on Columbus Day and Veterans Day.
 
         
    Purchase Order Deadline
Fund
  (Eastern Time)
Municipal Money Market
    11:45 a.m. *
Money Market and U.S. Government Money Market
    5:00 p.m. **
All other Funds
    4:00 p.m. *
 
*
or the close of the Exchange (whichever comes first)
 
**
or such other time as may be designated by the Fund
 
If a purchase order is received in good order prior to the applicable Fund’s deadline, the purchase price will be the NAV per share next determined on that day. If a purchase order is received in good order after the applicable deadline, the purchase price will be the NAV per share of the following day that the Fund is open for business. Each Fund has the right to reject any purchase order or cease offering shares at any time. Checks to purchase shares are accepted subject to collection at full face value in U.S. funds and must be drawn in U.S. dollars on a U.S. bank. The Funds will not accept “starter” checks, credit card checks, money orders, cashier’s checks, official checks, or third party checks. No sales charges are assessed on the purchase or sale of Fund shares.
 
Please refer to the section titled “Frequent Trading and Market Timing” for information on the Funds’ policies regarding frequent purchases, redemptions, and exchanges.
 
Redemption Policies
 
 
Shares of any Fund may be redeemed by telephone, by pre-authorized automatic redemption, via the Funds’ website, or by mail on any day that the Fund is open for business. The redemption price will be the NAV next determined after a redemption request is received in good order, minus a redemption fee, if applicable. For assistance with completing a redemption request, please call 1-800-658-5811.
 
For the Money Market Funds, wire proceeds from redemption requests received in good order by the deadlines listed below (or such other time as may be designated by the Fund) will generally be transmitted to shareholders on the same day.
 
         
    Same Day Proceeds Deadline
Fund
  (Eastern Time)
Money Market and
U.S. Government
Money Market
    5:00 p.m.  
Municipal Money Market
    11:45 a.m.  
 
For all other Funds, wire proceeds from redemption requests received in good order by 4:00 p.m. Eastern Time or by the close of the Exchange (whichever comes first) are generally transmitted to Shareholders on the next day the Funds are open for business. In any event, proceeds from a redemption request for any Fund will typically be transmitted to a shareholder by no later than seven days after the receipt of a redemption request in good order. Delivery of proceeds from shares purchased by check or pre-authorized automatic investment may be delayed until the funds have cleared, which may take up to 15 days.
 
A redemption fee of 2% will be deducted from your redemption amount when you sell shares of the International Equity Fund or Emerging Markets Fund that you have owned for less than 90 days. The redemption fee is paid to the Fund and is intended to offset the trading costs, market impact and other costs associated with short-term trading activity in and out of the Fund. If you purchased shares on multiple dates, the shares you have held the longest will be redeemed first for purposes of assessing the redemption fee. The redemption fee is not imposed on shares acquired through the reinvestment of distributions or shares redeemed through pre-authorized automatic redemption plans. In addition, the redemption fee may not apply to arrangements through financial intermediaries. However, third parties that offer shares of the Emerging Markets and International Equity Funds will be asked to charge redemption fees to underlying shareholders and remit the fees to the applicable Fund. The redemption fee will be imposed on shares held in retirement plans to the extent that plan intermediaries are able to charge the fee to plan participants for credit to the applicable Fund. See the section titled “Frequent Trading and Market Timing” for additional information.
 
The Funds reserve the right to suspend redemptions or postpone the date of payment (i) when the Exchange is closed (other than for customary weekend and holiday closings); (ii) when trading on the Exchange is restricted; (iii) when the SEC determines that an emergency exists so that disposal of a Fund’s investments or determination of its NAV is not reasonably practicable; or (iv) by order of the SEC for protection of the Funds’ shareholders.
 
Although the Funds intend to redeem shares in cash, each Fund reserves the right to pay the redemption price in whole or in part by a distribution of readily marketable securities held by the Fund or the Fund’s corresponding portfolio. Unpaid dividends credited to an account up to the date of redemption of all shares of a Money Market Fund generally will be paid at the time of redemption.
 
Please refer to the section titled “Frequent Trading and Market Timing” for information on the Funds’ policies regarding frequent purchases, redemptions, and exchanges.

 
 
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Exchange Policies
 
 
Shares of the PlanAhead Class of any Fund may be exchanged for shares of the PlanAhead Class of another Fund under certain limited circumstances. Since an exchange involves a concurrent purchase and redemption, please review the sections titled “Purchase Policies” and “Redemption Policies” for additional limitations that apply to purchases and redemptions. To exchange out of a Fund and into another, a shareholder must have owned shares of the redeeming Fund for at least 15 days. The minimum investment requirement must be met for the Fund into which the shareholder is exchanging. Fund shares may be acquired through exchange only in states in which they can be legally sold. The Funds reserve the right to modify or terminate the exchange privilege at any time.
 
Please refer to the section titled “Frequent Trading and Market Timing” for information on the Funds’ policies regarding frequent purchases, redemptions, and exchanges.
  
 
How to Purchase Shares
 
By Check
 
•  The minimum amount to open an account is $2,500. The minimum amount for subsequent investments by check is $50.
•  Make check payable to the American Beacon Funds.
•  Include the shareholder’s account number, Fund name, and Fund number on the check.
•  Mail check to:
American Beacon Funds
P.O. Box 219643
Kansas City, MO 64121-9643
 
By Wire
 
If your account has been established, you may call 1-800-658-5811 to purchase shares by wire. The minimum amount to open an account is $2,500. The minimum amount for subsequent investments by wire is $500. Send a bank wire to State Street Bank and Trust Co. with these instructions:
•  ABA# 0110-0002-8; AC-9905-342-3,
•  Attn: American Beacon Funds-PlanAhead Class,
•  the Fund name and Fund number, and
•  shareholder’s account number and registration.
 
Via “My Account” on www.americanbeaconfunds.com
 
•  Funds will be transferred automatically from your bank account via Automated Clearing House (“ACH”) if valid bank instructions were included on your application. If not, please call 1-800-658-5811 to establish bank instructions prior to the purchase.
•  The minimum amount for each subsequent investment is $50.
 
By Pre-Authorized Automatic Investment
 
•  The minimum account size of $2,500 must be met before establishing an automatic investment plan.
•  Fill in required information on the account application, including amount of automatic investment ($50 minimum). Attach a voided check to the account application.
•  You may also establish an automatic investment plan through www.americanbeaconfunds.com.
•  Funds will be transferred automatically from your bank account via ACH on or about the 5th day of each month or quarter, depending upon which periods you specify. If you establish your automatic investment plan through www.americanbeaconfunds.com, you can choose the date and frequency of transfer.
 
By Exchange
 
•  Send a written request to the address above, call 1-800-658-5811 and use the Automated Voice Response System or speak to a representative, or visit www.americanbeaconfunds.com.
•  A $2,500 minimum is required to establish a new account in the PlanAhead Class of another American Beacon Fund by making an exchange.
•  The minimum amount for each exchange is $50.

 
 
About Your Investment Prospectus
56


 

How to Redeem Shares
 
By Telephone
 
•  Call 1-800-658-5811 to request a redemption.
•  Telephone redemption orders are limited to $50,000 within any 30 day period.
•  Proceeds will generally be mailed only to the account address of record or transmitted by wire ($500 minimum) to a commercial bank account designated on the account application form.
 
By Mail
 
Write a letter of instruction including:
•  the Fund name and Fund number,
•  shareholder account number,
•  shares or dollar amount to be redeemed, and
•  authorized signature(s) of all persons required to sign for the account.
Mail to:
American Beacon Funds
P.O. Box 219643
Kansas City, MO 64121-9643
•  Proceeds will only be mailed to the account address of record or transmitted by wire ($500 minimum) to a commercial bank account designated on the account application form.
 
To protect the Funds and your account from fraud, a STAMP 2000 Medallion signature guarantee is required for redemption orders:
•  with a request to send the proceeds to an address or commercial bank account other than the address or commercial bank account designated on the account application, or
•  for an account whose address has changed within the last 30 days if proceeds are sent by check.
 
The Funds only accept STAMP 2000 Medallion signature guarantees, which may be obtained at most banks, broker-dealers and credit unions. A notary public can not provide a signature guarantee. Call 1-800-658-5811 for instructions and further assistance.
 
Via “My Account” on www.americanbeaconfunds.com
 
•  Proceeds will only be mailed to the account address of record, transmitted by wire to a commercial bank account designated on the account application form or transferred via ACH to your bank account as designated on the account application form.
•  If bank instructions were not included on the account application form, please call 1-800-658-5811 to establish bank instructions.
•  The minimum amount is $500 for a wire and $50 for a check or ACH.
 
By Shareholder Draft
 
(Money Market Funds’ shareholders only)
Choose the check writing feature on the account application or establish via www.americanbeaconfunds.com.
•  Minimum check amount is $100.
•  A $2 service fee per check is charged for check copies.
 
By Pre-Authorized Automatic Redemption
 
•  Fill in required information on the account application or establish via www.americanbeaconfunds.com ($50 minimum).
•  Proceeds will be transferred automatically from your Fund account to your bank account via ACH on or about the 15th day of each month. If you establish automatic redemption through www.americanbeaconfunds.com, you can choose the date and frequency of transfer.
 
By Exchange
 
•  Send a written request to the address above, call 1-800-658-5811 and use the Automated Voice Response System or speak to a representative, or visit www.americanbeaconfunds.com.
•  A $2,500 minimum is required to establish a new account in the PlanAhead Class of another American Beacon Fund by making an exchange.
•  The minimum amount for each exchange is $50.

 
 
Prospectus About Your Investment
57


 

 
General Policies
 
 
If a shareholder’s account balance in any Fund falls below $2,500, the shareholder may be asked to increase the balance. If the account balance remains below $2,500 after 45 days, the Funds reserve the right to close the account and send the proceeds to the shareholder. The Manager reserves the right to charge an annual account fee of $12 (to offset the costs of servicing accounts with low balances) if an account balance falls below certain asset levels.
 
A STAMP 2000 Medallion signature guarantee may be required in order to change an account’s registration or banking instructions. You may obtain a STAMP 2000 Medallion signature guarantee at most banks, broker-dealers and credit unions, but not from a notary public.
 
The following policies apply to instructions you may provide to the Funds by telephone:
 
•  The Funds, their officers, trustees, employees, or agents are not responsible for the authenticity of instructions provided by telephone, nor for any loss, liability, cost or expense incurred for acting on them.
•  The Funds employ procedures reasonably designed to confirm that instructions communicated by telephone are genuine.
•  Due to the volume of calls or other unusual circumstances, telephone redemptions may be difficult to implement during certain time periods.
 
The Funds reserve the right to:
 
•  liquidate a shareholder’s account at the current day’s NAV and remit proceeds via check if the Funds are unable to verify the shareholder’s identity within three business days of account opening,
•  seek reimbursement from the shareholder for any related loss incurred by a Fund if payment for the purchase of Fund shares by check does not clear the shareholder’s bank, and
•  reject a purchase order and seek reimbursement from the shareholder for any related loss incurred by a Fund if funds are not received by the applicable wire deadline.
 
The Funds have authorized certain third party financial intermediaries, such as broker-dealers, third party administrators and trust companies, to receive purchase and redemption orders on behalf of the Funds and to designate other intermediaries to receive purchase and redemption orders on behalf of the Funds. A Fund is deemed to have received such orders when they are received by the financial intermediaries or their designees. Thus, an order to purchase or sell Fund shares will be priced at the Fund’s next determined NAV after receipt by the financial intermediary or its designee.
 
The Manager may compensate financial intermediaries for providing recordkeeping, administrative, and other services.
 
Third parties who offer Fund shares may charge transaction fees and may set different minimum investments or limitations on purchasing or redeeming shares.
 
Frequent Trading and Market Timing
 
 
Frequent trading by Fund shareholders poses risks to other shareholders in that Fund, including (i) the dilution of the Fund’s NAV, (ii) an increase in the Fund’s expenses, and (iii) interference with the portfolio manager’s ability to execute efficient investment strategies. Frequent, short-term trading of Fund shares in an attempt to profit from day-to-day fluctuations in the Fund’s NAV is known as market timing. The International Equity, Emerging Markets and High Yield Bond Funds are particularly at risk for market timing activity. Please see Market Timing Risk under the description of each of these Funds.
 
The Funds’ Board of Trustees has adopted policies and procedures intended to discourage frequent trading and market timing. These policies include a 2% redemption fee imposed on shares of the Emerging Markets and International Equity Funds that are sold within 90 days of purchase. The redemption fee is described further in the Redemption Policies section. In addition, the Manager monitors trading activity in the Funds to identify shareholders engaged in frequent trading. Shareholders may transact one “round trip” in a Fund in any rolling 90-day period. A “round trip” is defined as two transactions, each in an opposite direction. A round trip may involve (i) a purchase or exchange into a Fund followed by a redemption or exchange out of the same Fund or (ii) a redemption or exchange out of a Fund followed by a purchase or exchange into the same Fund. If the Manager detects that a shareholder has exceeded one round trip in a Fund (except the Money Market, Municipal Money Market, and U.S. Government Money Market Funds) in any rolling 90-day period, the Manager, without prior notice to the shareholder, will prohibit the shareholder (and any other accounts the Manager determines to be owned by the shareholder) from making further purchases of that Fund. The Funds may exclude transactions below a certain dollar amount from monitoring, and the Manager may change that dollar amount from time to time. In general, the Funds reserve the right to reject any purchase order, terminate the exchange privilege, or liquidate the account of any shareholder that the Manager determines has engaged in frequent trading or market timing.
 
Third parties that offer Fund shares through omnibus accounts and retirement plans will be asked to enforce the Funds’ policies to discourage frequent trading and market timing. However, certain third parties that offer Fund shares have informed the Funds that they are currently unable to enforce the Funds’ policies. In addition, certain third parties do not provide information to the Funds regarding the activity of the underlying shareholders in omnibus accounts. Therefore, the Funds

 
 
About Your Investment Prospectus
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do not have the information necessary to detect frequent trading and market timing by those underlying shareholders. In some cases, third parties that offer Fund shares may have their own policies to deter frequent trading and market timing that differ from the Funds’ policies. For more information, please contact the financial institution through which you invest in the Funds.
 
There can be no assurance that the Funds’ policies and procedures to deter frequent trading and market timing will have the intended effect.
 
Distributions and Taxes
 
 
The Funds distribute most or all of their net earnings in the form of dividends from net investment income and distributions of realized net capital gains and gains from foreign currency transactions. Unless the account application instructs otherwise, distributions will be reinvested in additional Fund shares. Monthly distributions are paid to shareholders on the first business day of the following month. Distributions are paid as follows:
 
             
        Other
        Distributions
Fund
 
Dividends Paid
  Paid
Balanced
  Annually   Annually
Large Cap Value
  Annually   Annually
Mid-Cap Value
  Annually   Annually
Small Cap Value
  Annually   Annually
Small Cap Value Opportunity
  Annually   Annually
International Equity
  Annually   Annually
Emerging Markets
  Annually   Annually
S&P 500 Index
  April, July, October
and December
  Annually
High Yield Bond
  Monthly   Annually
Enhanced Income
  Monthly   Annually
Short-Term Bond
  Monthly   Annually
Money Market
  Monthly   Monthly
U.S. Government Money Market
  Monthly   Monthly
Municipal Money Market
  Monthly   Monthly
 
Usually, any dividends (except those paid by the Municipal Money Market Fund) and distributions of net realized gains are taxable events. However, the portion of a Fund’s dividends derived from its investments in certain direct U.S. Government obligations is generally exempt from state and local income taxes. The following table outlines the typical tax liabilities for transactions in taxable accounts:
 
     
Type of Transaction
 
Tax Status
Dividends from net investment income*
 
Ordinary income**
Distributions of excess net short-term capital gain over net long-term capital loss*
 
Ordinary income
Distributions of gains from certain foreign currency transactions*
 
Ordinary income
Distributions of excess net long-term capital gain over net short-term capital loss*
 
Long-term capital
gains
Redemptions or exchanges of shares owned for more than one year
 
Long-term capital
gains or losses
Redemptions or exchanges of shares owned for one year or less
 
Net gains are treated as ordinary income; net losses are subject to special rules
 
*
whether reinvested or taken in cash
 
**
except for dividends that are attributable to qualified dividend income
 
To the extent distributions of the excess of net long-term capital gain over net short-term capital loss are attributable to net capital gain that a Fund recognizes on sales or exchanges of capital assets through its last taxable year beginning before January 1, 2011, they are subject to a 15% maximum federal income tax rate for individual shareholders.
 
Some foreign countries may impose taxes on dividends paid to and gains realized by the International Funds. An International Fund may treat these taxes as a deduction or, under certain conditions, “flow the tax through” to its shareholders. In the latter event, a shareholder may either deduct the taxes or use them to calculate a credit against his or her federal income tax.
 
A portion of the dividends paid by the Balanced Fund, the Large Cap Value Fund, the Mid-Cap Value Fund, the Small Cap Value Fund, the Small Cap Value Opportunity Fund, the S&P 500 Index Fund, the High Yield Bond Fund, and the Enhanced Income Fund may be eligible for the 15% maximum federal income tax rate applicable to dividends that individuals receive through the year 2010. The eligible portion for such a Fund may not exceed its QDI. QDI is the aggregate of dividends a Fund receives from most domestic corporations and certain foreign corporations. If a Fund’s QDI is at least 95% of its gross income (as specially computed) and the Fund satisfies certain holding period, debt-financing and other restrictions with respect to the shares on which the dividends are paid, the entire dividend will qualify for the 15% maximum federal income tax rate. A portion of the dividends paid by these Funds may also be eligible for the dividends-received deduction allowed to corporations, subject to similar holding period, debt-financing and other restrictions, but the eligible portion will not exceed the aggregate dividends a Fund receives from domestic corporations. However, dividends that a corporate shareholder receives and deducts pursuant to the dividends-received deduction may be subject indirectly to the federal alternative minimum tax (“AMT”). Dividends paid by

 
 
Prospectus About Your Investment
59


 

the Short-Term Bond and Money Market Funds will not qualify, and dividends an International Fund pays most likely will not qualify, for the maximum 15% rate or for the dividends-received deduction.
 
The Municipal Money Market Fund expects to designate most of its distributions as “exempt-interest dividends,” which a shareholder may exclude from gross income. If the Fund earns taxable income from any of its investments, that income will be distributed as a taxable dividend. If the Fund invests in private activity obligations, its shareholders will be required to treat a portion of the exempt-interest dividends they receive as a “tax preference item” in determining their liability for AMT. Some states exempt from income tax the interest on their own obligations and on obligations of governmental agencies and municipalities in the state.
 
Shareholders may realize a taxable gain or loss when redeeming or exchanging shares (other than shares of the Money Market Funds). That gain or loss may be treated as a short-term or long-term capital gain or loss, depending on how long the redeemed or exchanged shares were held. Any capital gain an individual shareholder recognizes through the year 2010 on a redemption or exchange of Fund shares that have been held for more than one year will qualify for the 15% maximum federal income tax rate mentioned above.
 
This is only a summary of some of the important income tax considerations that may affect Fund shareholders. Shareholders should consult their tax advisors regarding specific questions as to the effect of federal, state and local income taxes on an investment in the Funds. Each year, shareholders will receive tax information from the Funds to assist them in preparing their tax returns.
Additional Information
 
Distribution of Fund Shares
 
 
The Funds do not incur any direct distribution expenses related to PlanAhead Class shares. However, the Funds have adopted a Distribution Plan in accordance with Rule 12b-1 under the Investment Company Act of 1940, which authorizes the use of any fees received by the Manager in accordance with the Administrative Services and Management Agreements, and any fees received by the sub-advisors pursuant to their Investment Advisory Agreements with the Manager, to be used for the sale and distribution of Fund shares. In the event the Funds begin to incur distribution expenses, distribution fees may be paid out of Fund assets, possibly causing the cost of your investment to increase over time and resulting in costs higher than other types of sales charges.
 
Master-Feeder Structure
 
 
Under a master-feeder structure, a “feeder” fund invests all of its investable assets in a “master” fund with the same investment objective. The “master” fund purchases securities for investment. The master-feeder structure works as follows:
 
(MASTER-FEEDER STRUCTURE CHART)
 
Each Master-Feeder Fund can withdraw its investment in its corresponding portfolio at any time if the Board of Trustees determines that it is in the best interest of the Fund and its shareholders to do so. A change in a portfolio’s fundamental objective, policies and restrictions, which is not approved by the shareholders of its corresponding Fund, could require that Fund to redeem its interest in the portfolio. Any such redemption could result in a distribution in kind of portfolio securities (as opposed to a cash distribution) by the portfolio. Should such a distribution occur, that Fund could incur brokerage fees or other transaction costs in converting such securities to cash. In addition, a distribution in kind could result in a less diversified portfolio of investments for that Fund and could affect adversely the liquidity of the Fund. If a Master-Feeder Fund withdraws its investment in its corresponding portfolio, the Fund’s assets will be invested directly in investment securities or in another master fund, according to the investment policies and restrictions described in this Prospectus.
 
Prior to March 1, 2006, the International Equity Fund invested all of its investable assets in a corresponding portfolio of the Master Trust with a similar name and identical investment objective. On March 1, 2006, the master-feeder structure of this Fund was discontinued, and the Fund now directly purchases securities for investment in accordance with its investment objective.
 
Portfolio Holdings
 
 
 
With the exception of the S&P 500 Index Fund, a complete listing of each Fund’s holdings is made available on the Funds’ website on a monthly basis. The holdings information is generally posted to the website approximately thirty days after the end of each month and remains available for six months thereafter. To access a Fund’s complete list of holdings, go to www.americanbeaconfunds.com and select “Fund Holdings” under the “I want info on...” menu on the home page. A list of each Fund’s ten largest holdings is made available on the Funds’ website on a quarterly basis. The ten largest

 
 
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holdings of the Money Market, Municipal Money Market, S&P 500 Index, and U.S. Government Money Market Funds are generally posted to the website approximately thirty days after the end of each calendar quarter, and the ten largest holdings of all other Funds are generally posted to the website approximately fifteen days after the end of each calendar quarter. Each Fund’s list of its ten largest holdings remains available on the website until the next quarter. To access a Fund’s ten largest holdings on www.americanbeaconfunds.com, select “Fund Holdings” under the “I want info on . . .” menu on the home page or view the Fund’s “Portfolio Characteristics,” which are accessible under the “Funds Info” tab on the home page.
 
Delivery of Documents
 
 
If you invest in the Funds through a financial institution, you may be able to receive the Funds’ regulatory mailings, such as the Prospectus, Annual Report and Semi-Annual Report, by e-mail. If you are interested in this option, please go to www.icsdelivery.com and search for your financial institution’s name or contact your financial institution directly.
 
To reduce expenses, your financial institution may mail only one copy of the Prospectus, Annual Report and Semi-Annual Report to those addresses shared by two or more accounts. If you wish to receive individual copies of these documents, please contact your financial institution. Delivery of individual copies will commence thirty days after receiving your request.
 
Financial Highlights
 
 
The financial highlights tables are intended to help you understand each Fund’s financial performance for the past five fiscal years (or, if shorter, the period of the Fund’s operations). Certain information reflects financial results for a single Fund share. The total returns in each Fund’s table represent the rate that an investor would have earned (or lost) on an investment in that Fund (assuming reinvestment of all dividends and distributions). Each Fund’s financial highlights were audited by Ernst & Young LLP, Independent Registered Public Accounting Firm. The report of Ernst & Young LLP, along with the Funds’ financial statements, is found in the Funds’ Annual Report, which you may obtain upon request.

 
 
Prospectus Additional Information
61


 

                                         
    Balanced Fund-PlanAhead Class  
    Year Ended October 31,  
For a share outstanding throughout the period:   2006     2005     2004     2003     2002  
Net asset value, beginning of period
  $ 14.20     $ 13.62     $ 12.40     $ 10.81     $ 11.88  
                                         
Income from investment operations:
                                       
Net investment income AB
    0.35       0.34       0.27       0.28 D     0.41  
Net gains (losses) on securities (both realized and unrealized) B
    1.44       1.01       1.25       1.74 D     (0.99 )
                                         
Total income (loss) from investment operations
    1.79       1.35       1.52       2.02       (0.58 )
                                         
Less distributions:
                                       
Dividends from net investment income
    (0.36 )     (0.30 )     (0.30 )     (0.43 )     (0.41 )
Distributions from net realized gains on securities
    (0.72 )     (0.47 )                 (0.08 )
                                         
Total distributions
    (1.08 )     (0.77 )     (0.30 )     (0.43 )     (0.49 )
                                         
Net asset value, end of period
  $ 14.91     $ 14.20     $ 13.62     $ 12.40     $ 10.81  
                                         
Total return
    13.31 %     10.12 %     12.44 %     19.36 %     (5.18 )%
                                         
Ratios and supplemental data:
                                       
Net assets, end of period (in thousands)
  $ 111,837     $ 86,875     $ 21,571     $ 13,321     $ 10,561  
Ratios to average net assets (annualized):
                                       
Expenses, after expense reimbursements (recoupments) B
    0.85 %     0.86 %     0.93 %     0.94 %     0.90 %
Expenses, before expense reimbursements (recoupments) B
    0.85 %     0.86 %     0.93 %     0.94 %     0.90 %
Net investment income, after expense reimbursements (recoupments) B
    2.55 %     2.14 %     1.84 %     2.40 %     2.83 %
Net investment income, before expense reimbursements (recoupments) B
    2.55 %     2.14 %     1.84 %     2.40 %     2.83 %
Portfolio turnover rate C
    59 %     58 %     62 %     69 %     84 %
 
A
Class expenses per share were subtracted from net investment income per share for the Fund before class expenses to determine net investment income per share through October 31, 2005.
 
B
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the AMR Investment Services Balanced Portfolio through February 28, 2002.
 
C
The Balanced Fund invested all of its investable assets in its corresponding Portfolio through February 28, 2002. Portfolio turnover rate through February 28, 2002 was that of the Portfolio.
 
D
For the year ended October 31, 2003, the net investment income and net gains (losses) on securities (both realized and unrealized) has been restated from 0.36 and 1.66, respectively.
 
                                         
    Large Cap Value Fund-PlanAhead Class  
    Year Ended October 31,  
For a share outstanding throughout the period:   2006     2005     2004     2003     2002  
Net asset value, beginning of period
  $ 20.16     $ 17.54     $ 15.05     $ 12.09     $ 14.00  
                                         
Income from investment operations:
                                       
Net investment income AB
    0.28       0.27       0.23       0.22 D     0.25  
Net gains (losses) on securities (both realized and unrealized) B
    3.31       2.58       2.49       2.99 D     (1.74 )
                                         
Total income (loss) from investment operations
    3.59       2.85       2.72       3.21       (1.49 )
                                         
Less distributions:
                                       
Dividends from net investment income
    (0.25 )     (0.23 )     (0.23 )     (0.25 )     (0.25 )
Distributions from net realized gains on securities
    (0.76 )                       (0.17 )
                                         
Total distributions
    (1.01 )     (0.23 )     (0.23 )     (0.25 )     (0.42 )
                                         
Net asset value, end of period
  $ 22.74     $ 20.16     $ 17.54     $ 15.05     $ 12.09  
                                         
Total return
    18.44 %     16.33 %     18.26 %     26.99 %     (11.13 )%
                                         
Ratios and supplemental data:
                                       
Net assets, end of period (in thousands)
  $ 2,586,410     $ 526,357     $ 51,489     $ 21,331     $ 15,941  
Ratios to average net assets (annualized):
                                       
Expenses, net of waivers B
    0.85 %     0.86 %     0.94 %     0.95 %     0.93 %
Expenses, before waivers B
    0.85 %     0.86 %     0.94 %     0.95 %     0.93 %
Net investment income, net of waivers B
    1.61 %     1.30 %     1.21 %     1.57 %     1.53 %
Net investment income, before waivers B
    1.61 %     1.30 %     1.21 %     1.57 %     1.53 %
Portfolio turnover rate C
    26 %     25 %     29 %     27 %     34 %
 
A
Class expenses per share were subtracted from net investment income per share for the Fund before class expenses to determine net investment income per share.
 
B
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the AMR Investment Services Large Cap Value Portfolio through February 28, 2002.
 
C
The Large Cap Value Fund invested all of its investable assets in its corresponding Portfolio through February 28, 2002. Portfolio turnover rate through February 28, 2002 was that of the Portfolio.
 
D
For the year ended October 31, 2003, the net investment income and net gains (losses) on securities (both realized and unrealized) has been restated from 0.10 and 3.11, respectively.

 
 
Additional Information Prospectus
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    Mid-Cap Value Fund-
 
    PlanAhead Class  
    February 28 to
 
    October 31,
 
For a share outstanding throughout the period:   2006  
Net asset value, beginning of period
  $ 9.80  
         
Income from investment operations:
       
Net investment income
    0.01  
Net gains on securities (both realized and unrealized)
    0.99  
         
Total income from investment operations
    1.00  
         
Less distributions:
       
Dividends from net investment income
     
Distributions from net realized gains on securities
     
         
Total distributions
     
         
Net asset value, end of period
  $ 10.80  
         
Total return
    10.20 % A
         
Ratios and supplemental data:
       
Net assets, end of period (in thousands)
  $ 27,240  
Ratios to average net assets (annualized):
       
Expenses, after expense reimbursements (recoupments)
    1.49 %
Expenses, before expense reimbursements (recoupments)
    1.61 %
Net investment income, after expense reimbursements (recoupments)
    0.57 %
Net investment income, before expense reimbursements (recoupments)
    0.44 %
Portfolio turnover rate
    42 % B
 
A
Not annualized.
 
B
Portfolio turnover rate is for the period November 1, 2005 through October 31, 2006.
 
                                         
    Small Cap Value Fund-PlanAhead Class  
    Year Ended October 31,  
For a share outstanding throughout the period:   2006     2005 E     2004 D     2003 C     2002  
Net asset value, beginning of period
  $ 20.04     $ 18.54     $ 15.95     $ 11.22     $ 11.64  
                                         
Income from investment operations:
                                       
Net investment income A
    0.13       0.09       0.08       0.05       0.06  
Net gains on securities (both realized and unrealized) A
    2.89       2.24       2.98       5.08       0.36  
                                         
Total income from investment operations
    3.02       2.33       3.06       5.13       0.42  
                                         
Less distributions:
                                       
Dividends from net investment income
    (0.09 )     (0.06 )     (0.03 )     (0.12 )     (0.08 )
Distributions from net realized gains on securities
    (0.89 )     (0.77 )     (0.44 )     (0.28 )     (0.76 )
                                         
Total distributions
    (0.98 )     (0.83 )     (0.47 )     (0.40 )     (0.84 )
                                         
Net asset value, end of period
  $ 22.08     $ 20.04     $ 18.54     $ 15.95     $ 11.22  
                                         
Total return
    15.56 %     12.63 %     19.56 %     47.12 %     2.99 %
                                         
Ratios and supplemental data:
                                       
Net assets, end of period (in thousands)
  $ 1,333,814     $ 1,320,853     $ 466,364     $ 66,906     $ 16,190  
Ratios to average net assets (annualized):
                                       
Expenses, net of waivers A
    1.06 %     1.10 %     1.15 %     1.16%       1.11 %
Expenses, before waivers A
    1.06 %     1.10 %     1.15 %     1.16%       1.11 %
Net investment income, net of waivers A
    0.59 %     0.42 %     0.33 %     0.39%       0.52 %
Net investment income, before waivers A
    0.59 %     0.42 %     0.33 %     0.39%       0.52 %
Portfolio turnover rate B
    48 %     47 %     35 %     75%       81 %
 
A
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the AMR Investment Services Small Cap Value Portfolio through February 28, 2002.
 
B
The Small Cap Value Fund invested all of its investable assets in its corresponding Portfolio through February 28, 2002. Portfolio turnover rate through February 28, 2002 was that of the Portfolio.
 
C
Barrow, Hanley, Mewhinney & Strauss, Inc. was added as an investment advisor to the Small Cap Value Fund on September 18, 2003.
 
D
The Boston Company Asset Management, LLC was added as an investment advisor to the Small Cap Value Fund on September 27, 2004.
 
E
Opus Capital Group, LLC was added as an investment advisor on February 1, 2005, and Metropolitan West Capital Management, LLC, SSgA Funds Management, Inc. and Dreman Value Management, LLC were added as investment advisors on August 12, 2005.
 

 
 
Prospectus Additional Information
63


 

         
    Small Cap Value Opportunity
 
    Fund-PlanAhead Class  
    March 31 to
 
    October 31,
 
For a share outstanding throughout the period:   2006 A  
Net asset value, beginning of period
  $ 10.00  
         
Income from investment operations:
       
Net investment income (loss)
    0.01  
Net gains (losses) on securities (both realized and unrealized)
    0.25  
         
Total income from investment operations
    0.26  
         
Less distributions:
       
Dividends from net investment income
     
Distributions from net realized gains on securities
     
         
Total distributions
     
         
Net asset value, end of period
  $ 10.26  
         
Total return
    2.60 % B
         
Ratios and supplemental data:
       
Net assets, end of period (in thousands)
  $ 70  
Ratios to average net assets (annualized):
       
Expenses net of waivers
    1.28 %
Expenses before waivers
    20.05 %
Net investment income, net of waivers
    0.21 %
Net investment income, before waivers
    (18.56 %)
Portfolio turnover rate
    32 % B
 
 
A
March 31, 2006 is the inception date of the Small Cap Value Opportunity Fund.
 
B
Not annualized.
                                         
    International Equity Fund-PlanAhead Class  
    Year Ended October 31,  
For a share outstanding throughout the period:   2006     2005     2004     2003 E     2002  
Net asset value, beginning of period
  $ 20.79     $ 18.31     $ 15.34     $ 11.95     $ 13.58  
                                         
Income from investment operations:
                                       
Net investment income AD
    0.50       0.41       0.26       0.22       0.15  
Net gains (losses) on securities (both realized and unrealized) D
    4.84       2.29       3.08       3.46       (1.56 )
                                         
Total income (loss) from investment operations
    5.34       2.70       3.34       3.68       (1.41 )
                                         
Less distributions:
                                       
Dividends from net investment income
    (0.38 )     (0.22 )     (0.37 )     (0.29 )     (0.22 )
Distributions from net realized gains on securities
    (1.33 )                        
                                         
Total distributions
    (1.71 )     (0.22 )     (0.37 )     (0.29 )     (0.22 )
                                         
Redemption fees added to beneficial interest
    E     F     F     t F      
                                         
Net asset value, end of period
  $ 24.42     $ 20.79     $ 18.31     $ 15.34     $ 11.95  
                                         
Total return
    27.20 %     14.73 %     22.16 %     31.62 %     (10.57 )%
                                         
Ratios and supplemental data:
                                       
Net assets, end of period (in thousands)
  $ 771,298     $ 560,770     $ 310,540     $ 177,425     $ 99,636  
Ratios to average net assets (annualized):
                                       
Expenses, net of waivers D
    0.96 %     0.95 %     1.02 %     1.10 %     1.04 %
Expenses, before waivers D
    0.96 %     0.95 %     1.02 %     1.10 %     1.04 %
Net investment income, net of waivers D
    2.25 %     1.96 %     1.46 %     1.68 %     1.35 %
Net investment income, before waivers D
    2.25 %     1.96 %     1.46 %     1.68 %     1.35 %
Portfolio turnover rate C
    40 %     37 %     36 %     44 %     43 %
 
A
Class expenses per share were subtracted from net investment income per share for the Fund before class expenses to determine net investment income per share.
 
B
The Boston Company Asset Management, LLC was added as an investment advisor to the International Equity Fund on September 27, 2004.
 
C
The International Equity Fund invested all of its investable assets in its corresponding Portfolio through February 28, 2006. Portfolio turnover rate through February 28, 2006 is that of the Portfolio.
 
D
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the American Beacon Master International Equity Portfolio through February 28, 2006.
 
E
Independence Investment LLC was removed as an investment advisor to the International Equity Fund on October 24, 2003.
 
F
Amount represents less than $0.01 per share.

 
Additional Information Prospectus
64


 

                                         
    Emerging Markets Fund-PlanAhead Class  
                            October 1, to
 
    Year Ended October 31,     October 31,
 
For a share outstanding throughout the period:   2006     2005     2004     2003     2002  
Net asset value, beginning of period
  $ 14.98     $ 12.53     $ 10.55     $ 7.19     $ 6.86  
                                         
Income from investment operations:
                                       
Net investment income A
    0.09       0.15       0.04       0.09        
Net gains (losses) on securities (both realized and unrealized) A
    4.55       3.41       1.99       3.34       0.33  
                                         
Total income (loss) income from investment operations
    4.64       3.56       2.03       3.43       0.33  
                                         
Less distributions:
                                       
Dividends from net investment income
    (0.19 )     (0.03 )     (0.05 )     (0.07 )      
Distributions from net realized gains on securities
    (2.21 )     (1.08 )                  
                                         
Total distributions
    (2.40 )     (1.11 )     (0.05 )     (0.07 )      
                                         
Redemption fees added to beneficial interest
    E     E     E     E      
                                         
Net asset value, end of period
  $ 17.22     $ 14.98     $ 12.53     $ 10.55     $ 7.19  
                                         
Total return
    34.16 %     29.95 %     19.33 %     48.07 %     4.81 % C
                                         
Ratios and supplemental data:
                                       
Net assets, end of period (in thousands)
  $ 5,841     $ 2,592     $ 1,214     $ 492     $ 1  
Ratios to average net assets (annualized):
                                       
Expenses, after expense reimbursements (recoupments) A
    2.04 %     1.75 %     2.14 %     2.08 %     1.87 % F
Expenses, before expense reimbursements (recoupments) A
    1.91 %     2.01 %     2.20 %     2.08 %     1.87 % F
Net investment income (loss), after expense reimbursements (recoupments) A
    0.49 %     1.16 %     0.37 %     0.57 %     (0.25 )% F
Net investment income (loss), before expense reimbursements (recoupments) A
    0.62 %     0.90 %     0.31 %     0.57 %     (0.25 )% F
Portfolio turnover rate B
    67 %     63 %     76 %     80 %     94 % D
 
A
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the AMR Investment Services Emerging Markets Portfolio through February 28, 2002.
 
B
The Emerging Markets Fund invested all of its investable assets in its corresponding Portfolio through February 28, 2002. Portfolio turnover rate through February 28, 2002 was that of the Portfolio.
 
C
Not annualized.
 
D
Portfolio turnover rate is for the period November 1, 2001 through October 31, 2002.
 
E
Amounts represent less than $0.01 per share.
 
F
Annualized.
                                         
    S&P 500 Index Fund-PlanAhead Class  
    Year Ended December 31,  
For a share outstanding throughout the period:   2006     2005     2004     2003     2002  
Net asset value, beginning of period
  $ 16.69     $ 16.23     $ 14.96     $ 11.85     $ 15.49  
                                         
Income from investment operations A :
                                       
Net investment income
    0.17       0.21       0.21       0.15       0.14  
Net gains (losses) on investments, foreign currency and futures transactions (both realized and unrealized)
    2.33       0.48       1.31       3.12       (3.64 )
                                         
Total from investment operations
    2.50       0.69       1.52       3.27       (3.50 )
                                         
Less distributions:
                                       
Dividends from net investment income
    (0.22 )     (0.23 )     (0.25 )     (0.16 )     (0.14 )
Tax return of capital
          B                  
                                         
Total distributions
    (0.22 )     (0.23 )     (0.25 )     (0.16 )     (0.14 )
                                         
Net asset value, end of period
  $ 18.97     $ 16.69     $ 16.23     $ 14.96     $ 11.85  
                                         
Total return
    15.09 %     4.32 %     10.21 %     27.65 %     (22.59 )%
                                         
Ratios and supplemental data:
                                       
Net assets, end of period (in thousands)
  $ 16,056     $ 48,985     $ 46,344     $ 34,729     $ 24,885  
Ratios to average net assets (annualized) A :
                                       
Net investment income, net of waivers
    1.37 %     1.28 %     1.43 %     1.16 %     1.06 %
Net investment income, before waivers
    1.37 %     1.28 %     1.43 %     1.15 %     0.98 %
Expenses, including expenses of the master portfolio, net of waivers C
    0.61 %     0.61 %     0.62 %     0.63 %     0.55 %
Expenses, including expenses of the master portfolio, before waivers
    0.61 %     0.61 %     0.62 %     0.64 %     0.63 %
 
A
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the State Street Equity 500 Index Portfolio.
 
B
The tax return of capital is calculated based upon outstanding shares at the time of distribution. Amounts are less than $0.01 per share.
 
C
American Beacon Advisors, Inc. agreed to reimburse the Class for a portion of its expenses through March 1, 2003.

 
 
Prospectus Additional Information
65


 

                                         
    High Yield Bond Fund-PlanAhead Class  
                            March 1, to
 
    Year Ended October 31,     October 31,
 
For a share outstanding throughout the period:   2006     2005     2004     2003     2002  
Net asset value, beginning of period
  $ 10.22     $ 10.87     $ 10.73     $ 9.63     $ 10.10  
                                         
Income from investment operations:
                                       
Net investment income
    0.85       0.74       0.74       0.75       0.50  
Net gains (losses) on securities (both realized and unrealized)
    0.10       (0.85 )     0.28       1.10       (0.47 )
                                         
Total income from investment operations
    0.95       (0.11 )     1.02       1.85       0.03  
                                         
Less distributions:
                                       
Dividends from net investment income
    (0.85 )     (0.74 )     (0.74 )     (0.75 )     (0.50 )
Distributions from net realized gains on securities
    (0.11 )     0.20       (0.14 )            
                                         
Total distributions
    (0.96 )     (0.54 )     (0.88 )     (0.75 )     (0.50 )
                                         
Net asset value, end of period
  $ 10.21     $ 10.22     $ 10.87     $ 10.73     $ 9.63  
                                         
Total return
    8.63 %     2.69 %     9.94 %     19.57 %     (0.26 )% A
                                         
Ratios and supplemental data:
                                       
Net assets, end of period (in thousands)
  $ 80,284     $ 120,360     $ 148,266     $ 125,654     $ 4,029  
Ratios to average net assets (annualized):
                                       
Expenses, after expense reimbursements (recoupments)
    1.08 %     1.08 %     1.20 %     1.24 %     1.27 % C
Expenses, before expense reimbursements (recoupments)
    1.08 %     1.08 %     1.20 %     1.24 %     1.27 % C
Net investment income, after expense reimbursements (recoupments)
    7.33 %     7.00 %     6.95 %     7.11 %     7.20 % C
Net investment income, before expense reimbursements (recoupments)
    7.33 %     7.00 %     6.95 %     7.11 %     7.20 % C
Portfolio turnover rate
    88 %     128 %     138 %     114 %     163 % B
 
A
Not annualized.
 
B
Portfolio turnover rate is for the period November 1, 2001 through October 31, 2002.
 
C
Annualized.
 
D
Franklin Advisers, Inc. was added as an investment advisor to the High Yield Bond Fund on September 12, 2006.
 
                                 
    Enhanced Income Fund-PlanAhead Class  
                      June 30 to
 
    Year Ended October 31,     October 31,
 
For a share outstanding throughout the period:   2006     2005     2004     2003  
Net asset value, beginning of period
  $ 9.98     $ 10.16     $ 9.96     $ 10.00  
                                 
Income from investment operations:
                               
Net investment income
    0.33       0.29       0.26       0.07 B
Net gains (losses) on securities (both realized and unrealized)
    0.29       (0.16 )     0.20       (0.04 )
                                 
Total income from investment operations
    0.62       0.13       0.46       0.03  
                                 
Less distributions:
                               
Dividends from net investment income
    (0.35 )     (0.31 )     (0.26 )     (0.07 )
Distributions from net realized gains on securities
                       
                                 
Total distributions
    (0.35 )     (0.31 )     (0.26 )     (0.07 )
                                 
Net asset value, end of period
  $ 10.25     $ 9.98     $ 10.16     $ 9.96  
                                 
Total return
    6.36 %     1.32 %     4.70 %     0.32 % A
                                 
Ratios and supplemental data:
                               
Net assets, end of period (in thousands)
  $ 125,915     $ 112,341     $ 103,897     $ 101,072  
Ratios to average net assets (annualized):
                               
Expenses
    0.93 %     0.92 %     1.00 %     0.93 % C
Net investment income
    3.21 %     2.79 %     2.54 %     2.20 % C
Portfolio turnover rate
    65 %     41 %     72 %     57 % A
 
A
Not annualized.
 
B
Based on average shares outstanding.
 
C
Annualized.
 

 
 
Additional Information Prospectus
66


 

                                         
    Short-Term Bond Fund-PlanAhead Class  
    Year Ended October 31,  
For a share outstanding throughout the period:   2006     2005     2004     2003     2002  
Net asset value, beginning of period
  $ 8.77     $ 9.09     $ 9.33     $ 9.45     $ 9.62  
                                         
Income from investment operations:
                                       
Net investment income B
    0.27 C     0.28       0.25       0.39       0.43  
Net gains (losses) on securities (both realized and unrealized) B
    0.07       (0.24 )     (0.07 )     (0.08 )     (0.14 )
                                         
Total income from investment operations
    0.34       0.04       0.18       0.31       0.29  
                                         
Less distributions:
                                       
Dividends from net investment income
    (0.35 )     (0.36 )     (0.42 )     (0.43 )     (0.46 )
                                         
Total distributions
    (0.35 )     (0.36 )     (0.42 )     (0.43 )     (0.46 )
                                         
Net asset value, end of period
  $ 8.76     $ 8.77     $ 9.09     $ 9.33     $ 9.45  
                                         
Total return
    4.01 %     0.46 %     1.84 %     3.38 %     3.16 %
                                         
Ratios and supplemental data:
                                       
Net assets, end of period (in thousands)
  $ 7,189     $ 8,582     $ 7,781     $ 5,783     $ 3,520  
Ratios to average net assets (annualized):
                                       
Expenses, net of waivers B
    0.88 %     0.87 %     0.87 %     0.86 %     0.73 %
Expenses, before waivers B
    0.90 %     0.94 %     0.87 %     0.86 %     0.77 %
Net investment income, net of waivers B
    3.10 %     2.59 %     2.44 %     4.00 %     4.16 %
Net investment income, before waivers B
    3.08 %     2.52 %     2.44 %     4.00 %     4.12 %
Portfolio turnover rate A
    48 %     38 %     41 %     81 %     63 %
 
A
The Short-Term Bond Fund invested all of its investable assets in its corresponding Portfolio through February 28, 2002. Portfolio turnover rate through February 28, 2002 was that of the Portfolio.
 
B
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the AMR Investment Services Short-Term Bond Portfolio through February 28, 2002.
 
C
For purposes of this calculation, the change in undistributed net investment income per share was derived by dividing the change in undistributed net investment income by average shares outstanding for the period.
 
                                         
    Money Market Fund-PlanAhead Class  
    Year Ended December 31,  
For a share outstanding throughout the period:   2006     2005     2004     2003     2002  
Net asset value, beginning of period
  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
                                         
Income from investment operations:
                                       
Net investment income A
    0.05       0.03       0.01       0.01       0.01  
Net realized gain on investments
    B     B     B     B     B
                                         
Total income from investment operations
    0.05       0.03       0.01       0.01       0.01  
                                         
Less distributions:
                                       
Dividends from net investment income
    (0.05 )     (0.03 )     (0.01 )     (0.01 )     (0.01 )
Distributions from net realized gain on investments
    B     B     B     B     B
                                         
Total distributions
    (0.05 )     (0.03 )     (0.01 )     (0.01 )     (0.01 )
                                         
Net asset value, end of period
  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
                                         
Total return
    4.69 %     2.82 %     0.93 %     0.70 %     1.37 %
                                         
Ratios and supplemental data:
                                       
Net assets, end of period (in thousands)
  $ 170,518     $ 236,903     $ 132,438     $ 126,972     $ 155,535  
Ratios to average net assets (annualized) A :
                                       
Expenses, net of waivers
    0.49 %     0.51 %     0.51 %     0.54 %     0.54 %
Expenses, before waivers
    0.49 %     0.51 %     0.51 %     0.54 %     0.54 %
Net investment income, net of waivers
    4.59 %     2.83 %     0.94 %     0.71 %     1.36 %
Net investment income, before waivers
    4.59 %     2.83 %     0.94 %     0.71 %     1.36 %
 
A
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the American Beacon Master Money Market Portfolio.
 
B
Amount is less than $0.01 per share.
 

 
Prospectus Additional Information
67


 

                                         
    U.S. Government Money Market Fund-PlanAhead Class  
    Year Ended December 31,  
For a share outstanding throughout the period:   2006     2005     2004     2003     2002  
Net asset value, beginning of period
  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
                                         
Income from investment operations:
                                       
Net investment income A
    0.04       0.03       B     0.01       0.01  
Net realized gain on investments
    B     B     B     B     B
                                         
Total income from investment operations
    0.04       0.03             0.01       0.01  
                                         
Less distributions:
                                       
Dividends from net investment income
    (0.04 )     (0.03 )     B     (0.01 )     (0.01 )
Distributions from net realized gain on investments
    B     B     B     B     B
                                         
Total distributions
    (0.04 )     (0.03 )           (0.01 )     (0.01 )
                                         
Net asset value, end of period
  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
                                         
Total return
    4.51 %     2.71 %     0.85 %     0.61 %     1.30 %
                                         
Ratios and supplemental data:
                                       
Net assets, end of period (in thousands)
  $ 2,058     $ 1,933     $ 5,370     $ 26,785     $ 175,115  
Ratios to average net assets (annualized) A :
                                       
Expenses, net of waivers
    0.63 %     0.58 %     0.56 %     0.58 %     0.55 %
Expenses, before waivers
    1.02 %     0.61 %     0.57 %     0.62 %     0.55 %
Net investment income, net of waivers
    4.39 %     2.47 %     0.68 %     0.72 %     1.25 %
Net investment income, before waivers
    4.00 %     2.44 %     0.67 %     0.68 %     1.25 %
 
A
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the American Beacon Master U.S. Government Money Market Portfolio.
 
B
Amount is less than $0.01 per share.
 
                                         
    Municipal Money Market Fund-
 
    PlanAhead Class  
    Year Ended December 31,  
For a share outstanding throughout the period:   2006     2005     2004     2003     2002  
Net asset value, beginning of period
  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
                                         
Net investment income A
    0.02       0.02       B     B     0.01  
Less dividends from net investment income
    (0.02 )     (0.02 )     B     B     (0.01 )
                                         
Net asset value, end of period
  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
                                         
Total return
    2.50 %     1.49 %     0.31 %     0.32 %     0.93 %
                                         
Ratios and supplemental data:
                                       
Net assets, end of period (in thousands)
  $ 1,591     $ 1,647     $ 1,706     $ 3,072     $ 7,346  
Ratios to average net assets (annualized) A :
                                       
Expenses, net of waivers
    0.99 %     0.98 %     0.94 %     0.81 %     0.57 %
Expenses, before waivers
    1.70 %     1.22 %     1.04 %     0.93 %     0.57 %
Net investment income, net of waivers
    2.49 %     1.52 %     0.24 %     0.36 %     0.94 %
Net investment income, before waivers
    1.78 %     1.28 %     0.14 %     0.24 %     0.94 %
 
A
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the American Beacon Master Municipal Money Market Portfolio.
 
B
Amount is less than $0.01 per share.

 
Additional Information Prospectus
68


 

— Notes —


 

Additional Information 539336
_ _
 
Additional information about the Funds is found in the documents listed below. Request a free copy of these documents by calling 1-800-658-5811 or you may access them on the Funds’ website at www.americanbeaconfunds.com.
 
         
         
Annual Report/Semi-Annual Report
  Statement of Additional Information (“SAI”)    
The Funds’ Annual and Semi-Annual Reports list each Fund’s actual investments as of the report’s date. They also include a discussion by the Manager of market conditions and investment strategies that significantly affected the Funds’ performance. The report of the Funds’ independent auditors is included in the Annual Report.
  The SAI contains more details about the Funds and their investment policies. The SAI is incorporated in this Prospectus by reference (it is legally part of this Prospectus). A current SAI is on file with the Securities and Exchange Commission (SEC).    
 
To obtain more information about the Funds or to request a copy of the documents listed above:
 
             
(TELEPHONE GRAPHIC)   (MAILBOX GRAPHIC)   (KEYBOARD GRAPHIC)   (MOUSE GRAPHIC)
By Telephone:   By Mail:   By E-mail:   On the Internet:
Call 1-800-658-5811   American Beacon Funds
4151 Amon Carter Blvd., MD 2450
Fort Worth, TX 76155
  american
   
 beacon.funds@ambeacon.com
  Visit our website at
www.americanbeaconfunds.com
Visit the SEC website at www.sec.gov
 
The SAI and other information about the Funds are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic mail to publicinfo@sec.gov, or by writing to the SEC’s Public Reference Section, 100 F Street NE, Washington, D.C. 20549. The SAI and other information about the Funds may also be reviewed and copied at the SEC’s Public Reference Room. Information on the operation of the SEC’s Public Reference Room may be obtained by calling the SEC at (202) 551-8090.
 
Fund Service Providers:
 
             
             
Custodian
State Street Bank
  and Trust
Boston, Massachusetts
 
Transfer Agent
Boston Financial
  Data Services
Kansas City, Missouri
 
Independent Registered
Public Accounting Firm
Ernst & Young LLP
Dallas, Texas
 
Distributor
Foreside Fund Services
Portland, Maine
 
 
(AMERICAN BEACON FUNDS LOGO)
 
SEC File Number 811-4984
 
American Beacon Funds is a registered service mark of AMR Corporation. PlanAhead Class is a registered service mark of American Beacon Advisors, Inc. American Beacon Balanced Fund, American Beacon Large Cap Value Fund, American Beacon Mid-Cap Value Fund, American Beacon Small Cap Value Opportunity Fund, American Beacon International Equity Fund, American Beacon Emerging Markets Fund, American Beacon High Yield Bond Fund, American Beacon Enhanced Income Fund, American Beacon Short-Term Bond Fund, American Beacon Small Cap Value Fund, American Beacon Money Market Fund, American Beacon Municipal Money Market Fund, and American Beacon U.S. Government Money Market Fund are service marks of American Beacon Advisors, Inc.

 
 
Additional Information Prospectus


 

(AMERICAN BEACON COVER)


 

(AMERICAN BEACON FUNDS LOGO)
 
Table of Contents
 
         
         
About the Funds
       
         
Overview
    2  
Balanced Fund
    3  
Large Cap Value Fund
    6  
Large Cap Growth Fund
    9  
Mid-Cap Value Fund
    11  
Small Cap Value Fund
    14  
International Equity Fund
    17  
Emerging Markets Fund
    20  
S&P 500 Index Fund
    23  
Small Cap Index Fund
    25  
International Equity Index Fund
    27  
High Yield Bond Fund
    30  
Intermediate Bond Fund
    33  
Short-Term Bond Fund
    36  
Treasury Inflation Protected Securities Fund
    39  
The Manager
    42  
SSgA
    43  
BlackRock Advisors
    43  
The Sub-Advisors
    44  
Valuation of Shares
    52  
         
About Your Investment
       
Purchase and Redemption of Shares
    52  
Frequent Trading and Market Timing
    53  
Distributions and Taxes
    54  
         
Additional Information
       
Distribution of Fund Shares
    54  
Master-Feeder Structure
    54  
Portfolio Holdings
    54  
Financial Highlights
    55  
Additional InformationBack Cover
 
About the Funds
 
Overview
 
 
The American Beacon Funds (the “Funds”) are managed by American Beacon Advisors, Inc. (the “Manager”), a wholly owned subsidiary of AMR Corporation.
 
The S&P 500 Index, Small Cap Index, and International Equity Index Funds operate under a master-feeder structure (the “Master-Feeder Funds”). Each Master-Feeder Fund seeks its investment objective by investing all of its investable assets in a corresponding portfolio with a similar name and identical investment objective.
 
•  The S&P 500 Index Fund invests all of its investable assets in the State Street Equity 500 Index Portfolio. The State Street Equity 500 Index Portfolio is managed by SSgA Funds Management, Inc. (“SSgA”), a subsidiary of State Street Corp. and an affiliate of State Street Bank and Trust Company.
 
•  The Small Cap Index and International Equity Index Funds invest all of their investable assets in corresponding portfolios of the Quantitative Master Series Trust (“Index Trust”). The Index Trust is managed by BlackRock Advisors, LLC, a Delaware limited liability company. BlackRock Advisors, LLC, on behalf of the Small Cap Index Series and International Index Series, has a sub-advisory agreement with BlackRock Investment Management, LLC (“BIM”), a Delaware limited liability company. BIM is responsible for the day-to-day management of corresponding portfolios of the Index Trust. BlackRock Advisors, LLC and BIM (collectively, “BlackRock”) each is an indirect, wholly owned subsidiary of BlackRock, Inc., one of the world’s largest asset management firms with over $1 trillion in assets under management.
 
Throughout this Prospectus, statements regarding investments by a Master-Feeder Fund refer to investments made by its corresponding portfolio. For easier reading, the term “Fund” is used throughout the Prospectus to refer to either a Fund or its portfolio, unless stated otherwise. See “Master-Feeder Structure”.

 
 
About the Funds Prospectus
2


 

 
American Beacon
 
Balanced Fund SM  — AMR Class
 
 
Investment Objective
 
 
Income and capital appreciation.
 
Principal Strategies
 
 
Ordinarily, between 50% and 70% of the Fund’s total assets are invested in equity securities and between 30% and 50% of the Fund’s total assets are invested in debt securities.
 
The Fund’s equity investments may include common stocks, preferred stocks, securities convertible into common stocks, U.S. dollar-denominated American Depositary Receipts, and U.S. dollar-denominated foreign stocks traded on U.S. exchanges (collectively referred to as “stocks”).
 
The Fund’s assets are currently allocated among the Manager and the following three investment sub-advisors:
 
Barrow, Hanley, Mewhinney & Strauss, Inc. (“Barrow”)
 
Brandywine Global Investment Management, LLC
(“Brandywine Global”)
 
Hotchkis and Wiley Capital Management, LLC (“Hotchkis”)
 
The Manager intends to allocate all new assets, generally on an equal basis, between Barrow and Brandywine Global, who each decide the proportion of assets to invest in equity and fixed income securities in accordance with the Fund’s guidelines. The Manager does not anticipate allocating any new assets to Hotchkis, as they have reached their capacity limit for large cap value assets, nor does the Manager anticipate allocating any new assets to itself, other than to periodically rebalance the proportion of assets invested in equity and fixed income securities managed by Hotchkis and the Manager, respectively.
 
The Fund’s sub-advisors select stocks that, in their opinion, have most or all of the following characteristics (relative to the S&P 500 ® Index):
 
•  above-average earnings growth potential,
•  below-average price to earnings ratio,
•  below-average price to book value ratio, and
•  above-average dividend yields.
 
Each of the Fund’s sub-advisors determines the earnings growth prospects of companies based upon a combination of internal and external research using fundamental analysis and considering changing economic trends. The decision to sell a stock is typically based on the belief that the company is no longer considered undervalued or shows deteriorating fundamentals, or that better investment opportunities exist in other stocks. The Manager believes that this strategy will help the Fund outperform other investment styles over the longer term while minimizing volatility and downside risk.
 
The Fund’s investments in debt securities may include: obligations of the U.S. Government, its agencies and instrumentalities (some of which are not backed by the full faith and credit of the U.S. Government); U.S. corporate debt securities, such as notes and bonds; mortgage-backed securities; asset-backed securities; master-demand notes; Yankeedollar and Eurodollar bank certificates of deposit, time deposits, bankers’ acceptances, commercial paper and other notes; and other debt securities. The Fund will only buy debt securities that are investment grade at the time of purchase. Investment grade securities include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. The Fund, at the discretion of the Manager or the applicable sub-advisor, may retain a security that has been downgraded below the initial investment criteria.
 
In determining which debt securities to buy and sell, the Manager and the sub-advisors generally use a “top-down” or “bottom-up” investment strategy or a combination of both strategies.
 
The top-down fixed income investment strategy is implemented as follows:
 
•  Develop an overall investment strategy, including a portfolio duration target, by examining the current trends in the U.S. economy. Duration is a measure of price sensitivity relative to changes in interest rates. For example, if a bond had a duration of four years, a 1% increase in U.S. Treasury interest rates could be expected to result in a 4% decrease in the value of the bond. Therefore, portfolios with longer durations are typically more sensitive to changes in interest rates.
•  Set desired portfolio maturity structure by comparing the differences between corporate and U.S. Government securities of similar duration to judge their potential for optimal return in accordance with the target duration benchmark.

 
 
Prospectus About the Funds
3


 

 
American Beacon
 
Balanced Fund SM  — AMR Class — (continued)
•  Determine the weightings of each security type by analyzing the difference in yield spreads between corporate and U.S. Government securities.
•  Select specific debt securities within each security type.
•  Review and monitor portfolio composition for changes in credit, risk-return profile and comparisons with benchmarks.
 
The bottom-up fixed income investment strategy is implemented as follows:
 
•  Search for eligible securities with a yield to maturity advantage versus a U.S. Government security with a similar maturity.
•  Evaluate credit quality of the securities.
•  Perform an analysis of the expected price volatility of the securities to changes in interest rates by examining actual price volatility between U.S. Government and non-U.S. Government securities.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term obligations. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
Principal Risk Factors
 
 
Market Risk (Stocks)
Since this Fund invests a substantial portion of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks will decline due to drops in the stock market. In general, the value of the Fund will move in the same direction as the overall stock market, which will vary from day to day in response to the activities of individual companies and general market and economic conditions.
 
Value Stocks Risk (Stocks)
Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices may go down. While the Fund’s investments in value stocks may limit its downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk.
 
Interest Rate Risk (Bonds)
The Fund is subject to the risk that the market value of the bonds it holds will decline due to rising interest rates. When interest rates rise, the prices of most bonds go down. The price of a bond is also affected by its maturity. Bonds with longer maturities generally have greater sensitivity to changes in interest rates.
 
Credit Risk (Bonds)
The Fund is subject to the risk that the issuer of a bond, including a U.S. Government agency not backed by the full faith and credit of the U.S. Government, will fail to make timely payment of interest or principal. A decline in an issuer’s credit rating can cause its price to go down.
 
Prepayment and Extension Risk (Bonds)
The Fund’s investments in asset-backed and mortgage-backed securities are subject to the risk that the principal amount of the underlying collateral may be repaid prior to the bond’s maturity date. If this occurs, no additional interest will be paid on the investment and the Fund may have to invest at a lower rate. Conversely, a decrease in expected prepayments may result in the extension of a security’s effective maturity and a decline in its price.
 
Foreign Investing Risk
Investing in the securities of foreign companies carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) political and financial instability, (2) less liquidity and greater volatility, (3) lack of uniform accounting, auditing and financial reporting standards, and (4) increased price volatility.
 
Securities Selection Risk
Securities selected by the Manager or a sub-advisor for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to three broad-based market indices, an index specific to the Fund’s strategy, and the

 
 
About the Funds Prospectus
4


 

 
American Beacon
 
Balanced Fund SM  — AMR Class — (continued)
Lipper Mixed-Asset Target Allocation Growth (MATAG) Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market indices and the index specific to the Fund’s strategy do not reflect fees or expenses. Neither the bar chart nor the performance table that follows is intended to indicate how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
(1/1/97 through 12/31/06)
  13.75%
(2nd Quarter 2003)
Lowest Quarterly Return:
(1/1/97 through 12/31/06)
  –10.61%
(3rd Quarter 2002)
 
                         
    Average Annual Total Return
    as of 12/31/06
    1 Year   5 Years   10 Years
Balanced Fund
    14.14%       9.83%       9.00%  
Linked S&P 500/Citigroup Value Index 1
    20.80%       9.13%       9.31%  
S&P 500 Index 2
    15.79%       6.19%       8.42%  
Lehman Bros. Aggregate Index 3
    4.33%       5.06%       6.24%  
Balanced Composite Index 4
    13.99%       7.78%       8.42%  
Lipper MATAG Funds Index
    13.55%       7.66%       8.00%  
 
1
The Linked S&P 500/Citigroup Value Index represents returns of the S&P 500/Barra Value Index (“Barra Index”) up to October 31, 2005 and the S&P 500/Citigroup Value Style Index (“Citigroup Index”) thereafter. The Barra Index is a market value weighted index of stocks with book-to-price ratios in the top 50% of the S&P 500 Index. The Citigroup Index is a market value weighted index of stocks in the S&P 500 that score highest based on an average of book-to-price ratio, cash flow-to-price ratio, sales-to-price ratio, and dividend yield, representing 50% of the total market value of the S&P 500.
 
2
The S&P 500 Index is an unmanaged index of common stocks publicly traded in the United States.
 
3
The Lehman Brothers Aggregate Index is a market value weighted performance benchmark for government, corporate, mortgage-backed and asset-backed fixed-rate debt securities of all maturities.
 
4
To reflect the Fund’s allocation of its assets between investment grade fixed-income securities and equity securities, the Manager has combined the returns of the Linked S&P 500/Citigroup Value Index and the Lehman Brothers Aggregate Index in a 60%/40% proportion.
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Balanced Fund.
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.28 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.05  
Acquired Fund Fees and Expenses 1
    0.03  
         
Total Annual Fund Operating Expenses 2
    0.36 %
         
 
1
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
2
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $37  
3 Years
    $116  
5 Years
    $202  
10 Years
    $456  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
Prospectus About the Funds
5


 

 
American Beacon
 
Large Cap Value Fund SM  — AMR Class
 
 
Investment Objective
 
 
Long-term capital appreciation and current income.
 
Principal Strategies
 
 
Ordinarily, at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in equity securities of large market capitalization U.S. companies. These companies generally have market capitalizations similar to the market capitalization of the companies in the Russell 1000 ® Index 1 at the time of investment. The Russell 1000 Index measures the performance of the 1,000 largest U.S. companies based on total market capitalization. As of December 31, 2006, the market capitalizations of the companies in the Russell 1000 Index ranged from $1.2 billion to $463.6 billion. The Fund’s investments may include common stocks, preferred stocks, securities convertible into U.S. common stocks, U.S. dollar-denominated American Depositary Receipts, and U.S. dollar-denominated foreign stocks traded on U.S. exchanges (collectively referred to as “stocks”).
 
The Fund’s assets are currently allocated among four investment sub-advisors:
 
Barrow, Hanley, Mewhinney & Strauss, Inc.
 
Brandywine Global Investment Management, LLC
 
Hotchkis and Wiley Capital Management, LLC
 
Metropolitan West Capital Management, LLC
 
The Manager does not anticipate allocating any new assets to Hotchkis and Wiley Capital Management, LLC, as they have reached their capacity limit for large cap value assets. The Manager intends to allocate all new assets, generally on an equal basis, among Barrow, Hanley, Mewhinney & Strauss, Inc., Brandywine Global Investment Management, LLC and Metropolitan West Capital Management, LLC.
 
The Fund’s sub-advisors select stocks that, in their opinion, have most or all of the following characteristics (relative to the S&P 500 ® Index):
 
above-average earnings growth potential,
below-average price to earnings ratio,
below-average price to book value ratio, and
above-average dividend yields.
 
Each of the Fund’s sub-advisors determines the earnings growth prospects of companies based upon a combination of internal and external research using fundamental analysis and considering changing economic trends. The decision to sell a stock is typically based on the belief that the company is no longer considered undervalued or shows deteriorating fundamentals, or that better investment opportunities exist in other stocks. The Manager believes that this strategy will help the Fund outperform other investment styles over the longer term while minimizing volatility and downside risk.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term obligations. Investment grade obligations include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Market Risk
Since this Fund invests most of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks will decline due to drops in the stock market. In general, the value of the Fund will move in the same direction as the overall stock market, which will vary from day to day in response to the activities of individual companies and general market and economic conditions.
 
Value Stocks Risk
Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices may go down. While the Fund’s investments in value stocks may limit its downside risk over time, the
 
 
1       The Russell 1000 ® Index is a registered trademark of Frank Russell Company.

 
 
About the Funds Prospectus
6


 

 
American Beacon
 
Large Cap Value Fund SM  — AMR Class — (continued)
Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk.
 
Foreign Investing Risk
Investing in the securities of foreign companies carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) political and financial instability, (2) less liquidity and greater volatility, (3) lack of uniform accounting, auditing and financial reporting standards, and (4) increased price volatility.
 
Securities Selection Risk
Securities selected by a sub-advisor for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to two broad-based market indices and the Lipper Large-Cap Value Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market indices do not reflect fees or expenses. Neither the bar chart nor the performance table that follows is intended to indicate how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
(1/1/97 through 12/31/06)
   19.91%
(2nd Quarter 2003)
Lowest Quarterly Return:
(1/1/97 through 12/31/06)
  –18.59%
(3rd Quarter 2002)
 
                         
    Average Annual Total Return
    as of 12/31/06
    1 Year   5 Years   10 Years
Large Cap Value Fund
    19.27%       12.56%       10.31%  
Linked S&P 500/Citigroup Value Index 1
    20.80%       9.13%       9.31%  
S&P 500 Index 2
    15.79%       6.19%       8.42%  
Lipper Large-Cap Value Funds Index
    18.28%       7.67%       8.54%  
 
1
The Linked S&P 500/Citigroup Value Index represents returns of the S&P 500/Barra Value Index (“Barra Index”) up to October 31, 2005 and the S&P 500/Citigroup Value Style Index (“Citigroup Index”) thereafter. The Barra Index is a market value weighted index of stocks with book-to-price ratios in the top 50% of the S&P 500 Index. The Citigroup Index is a market value weighted index of stocks in the S&P 500 that score highest based on an average of book-to-price ratio, cash flow-to-price ratio, sales-to-price ratio, and dividend yield, representing 50% of the total market value of the S&P 500.
 
2
The S&P 500 Index is an unmanaged index of common stocks publicly traded in the United States.
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Large Cap Value Fund.
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.29 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.05  
Acquired Fund Fees and Expenses 1
    0.02  
         
Total Annual Fund Operating Expenses 2
    0.36 %
         
 
1
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
2
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.

 
 
Prospectus About the Funds
7


 

 
American Beacon
 
Large Cap Value Fund SM  — AMR Class — (continued)
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $37  
3 Years
    $116  
5 Years
    $202  
10 Years
    $456  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
About the Funds Prospectus
8


 

 
American Beacon
 
Large Cap Growth Fund SM  — AMR Class
 
 
Investment Objective
 
 
Long-term capital appreciation.
 
Principal Strategies
 
 
Ordinarily, at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in equity securities of large market capitalization U.S. companies. These companies generally have market capitalizations similar to the market capitalization of the companies in the Russell 1000 ® Index 1 at the time of investment. The Russell 1000 Index measures the performance of the 1,000 largest U.S. companies based on total market capitalization. As of December 31, 2006, the market capitalizations of the companies in the Russell 1000 Index ranged from $1.2 billion to $463.6 billion. The Fund’s investments may include common stocks, preferred stocks, securities convertible into U.S. common stocks, U.S. dollar-denominated American Depositary Receipts, and U.S. dollar-denominated foreign stocks traded on U.S. exchanges (collectively referred to as “stocks”) that the investment sub-advisors believe have above-average growth potential.
 
The Manager currently allocates the Fund’s assets, generally on an equal basis, between two investment sub-advisors:
 
Goldman Sachs Asset Management, L.P. (“GSAM”)
 
The Renaissance Group LLC (“Renaissance”)
 
GSAM utilizes quantitative techniques and fundamental research in seeking to maximize its portion of the Fund’s expected return, while maintaining risk, style, capitalization and industry characteristics similar to the Russell 1000 ® Growth Index 1 . GSAM attempts to structure a portfolio that overweights stocks that it believes are attractively valued and profitable with positive momentum, better than average quality earnings and positive sentiment.
 
Renaissance attempts to construct a portfolio of attractively priced companies with demonstrated records of above-average profitability and accelerating earnings trends. Renaissance employs a disciplined decision-making process to create and manage a somewhat concentrated growth-oriented equity portfolio. The cornerstone of its process is a quantitative model that is designed to identify large market capitalization companies with above-average historical rates of profitability and strong financial characteristics.
 
The Fund’s investment strategies are likely to result in a portfolio turnover rate greater than 100%. Portfolio turnover is a measure of the Fund’s trading activity over a one-year period. A portfolio turnover rate of 100% would indicate that the Fund sold and replaced the entire value of its securities holdings during the period. High portfolio turnover could increase the Fund’s transaction costs and possibly have a negative impact on performance. Frequent trading by the Fund could also result in increased short-term capital gain distributions to shareholders, which are taxable as ordinary income.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term obligations. Investment grade obligations include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Market Risk
Since this Fund invests most of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks will decline due to drops in the stock market. In general, the value of the Fund will move in the same direction as the overall stock market, which will vary from day to day in response to the activities of individual companies and general market and economic conditions.
 
Growth Companies Risk
Growth companies are expected to increase their earnings at a certain rate. When these expectations are not met, the prices of these stocks may go down, even if earnings showed an absolute increase. Growth company
 
 
1       Russell 1000 ® Index and Russell 1000 ® Growth Index are registered trademarks of Frank Russell Company.

 
 
Prospectus About the Funds
9


 

 
American Beacon
 
Large Cap Growth Fund SM  — AMR Class — (continued)
stocks also typically lack the dividend yield that can cushion stock prices in market downturns.
 
Foreign Investing Risk
Investing in the securities of foreign companies carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) political and financial instability, (2) less liquidity and greater volatility, (3) lack of uniform accounting, auditing and financial reporting standards, and (4) increased price volatility.
 
Securities Selection Risk
Securities selected by a sub-advisor for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper Large-Cap Growth Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market index do not reflect fees or expenses. Neither the bar chart nor the performance table that follows is intended to indicate how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
   14.87%
(1/1/01 through 12/31/06)
  (4th Quarter 2001)
Lowest Quarterly Return:
  –21.86%
(1/1/01 through 12/31/06)
  (1st Quarter 2001)
 
                         
    Average Annual Total Return
    as of 12/31/06
            Since Inception
    1 Year   5 Years   (7/31/00)
Large Cap Growth Fund
    8.20%       2.86%       –5.02%  
Russell 1000 Growth Index 1
    9.07%       2.69%       –5.29%  
Lipper Large-Cap Growth Funds Index
    4.71%       2.02%       –5.66%  
 
1
The Russell 1000 Growth Index is an unmanaged index of those stocks in the Russell 1000 Index with above-average price-to-book ratios and above-average forecasted growth values.
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Large Cap Growth Fund.
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.50 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.09  
         
Total Annual Fund Operating Expenses
    0.59 %
         
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $60  
3 Years
    $189  
5 Years
    $329  
10 Years
    $738  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
About the Funds Prospectus
10


 

 
American Beacon
 
Mid-Cap Value Fund SM  — AMR Class
 
 
Investment Objective
 
 
Long-term capital appreciation and current income.
 
Principal Strategies
 
 
Ordinarily, at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in equity securities of middle market capitalization U.S. companies. These companies generally have market capitalizations between $1 billion and the market capitalization of the largest company in the Russell Midcap ® Index 1 at the time of investment. As of December 31, 2006, the market capitalization of the largest company in the Russell Midcap Index was $21.4 billion. The Fund’s investments may include common stocks, preferred stocks, securities convertible into U.S. common stocks, U.S. dollar-denominated American Depositary Receipts, and U.S. dollar-denominated foreign stocks traded on U.S. exchanges (collectively referred to as “stocks”).
 
The Manager currently allocates the Fund’s assets, generally on an equal basis, between two sub-advisors:
 
Barrow, Hanley, Mewhinney & Strauss, Inc. (“Barrow”)
 
Pzena Investment Management, LLC (“Pzena”)
 
In general, the sub-advisors select stocks that, in their opinion, have most or all of the following characteristics (relative to the Russell Midcap Index):
 
above-average earnings growth potential,
below-average price to earnings ratio,
below-average price to book value ratio, and
above-average dividend yields.
 
Barrow invests in medium-sized companies with low price to earnings and price to book value ratios and high dividend yields in relation to the Russell Midcap Index. Through extensive research and meetings with company management teams, Barrow seeks to identify companies that not only possess these three characteristics, but that also exhibit high or improving profitability translating into earnings growth above that of the overall Russell Midcap Index. Barrow’s portfolio will generally consist of 35 to 45 stocks.
 
Pzena invests in medium-sized companies and intends to maintain a concentrated portfolio of 30 to 40 stocks selected from the most undervalued or “deep” value portion of its investment universe. Pzena looks for companies within that universe that sell for a low price relative to normal earnings (with “normal earnings” defined as a 5 year estimate of what the company should earn in a normal environment based on research of the company’s history and the history of its industry).
 
Each of the Fund’s sub-advisors determines the earnings growth prospects of companies based upon a combination of internal and external research using fundamental analysis and considering changing economic trends. The decision to sell a security is typically based on the belief that the company is no longer considered undervalued or shows deteriorating fundamentals, or that better investment opportunities exist in other stocks. The Manager believes that this strategy will help the Fund outperform other investment styles over the longer term while minimizing volatility and downside risk.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term obligations. Investment grade obligations include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Market Risk
Since this Fund invests most of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks will decline due to drops in the stock market. In general, the value of the Fund will move in the same direction as the overall stock market, which will vary from day to day in response to the activities of individual companies and general market and economic conditions.
 
 
1       The Russell Midcap Index is a registered trademark of Frank Russell Company.

 
 
Prospectus About the Funds
11


 

 
American Beacon
 
Mid-Cap Value Fund SM  — AMR Class — (continued)
 
Mid-Capitalization Companies Risk
Investing in the securities of mid-capitalization companies involves greater risk and the possibility of greater price volatility than investing in larger capitalization and more established companies, since smaller companies may have limited operating history, product lines, and financial resources, the securities of these companies may lack sufficient market liquidity, and they can be sensitive to expected changes in interest rates, borrowing costs and earnings.
 
Value Stocks Risk
Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices may go down. While the Fund’s investments in value stocks may limit its downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk.
 
Foreign Investing Risk
Investing in the securities of foreign companies carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) political and financial instability, (2) less liquidity and greater volatility, (3) lack of uniform accounting, auditing and financial reporting standards, and (4) increased price volatility.
 
Securities Selection Risk
Securities selected by a sub-advisor for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper Mid-Cap Value Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market index do not reflect fees, expenses or taxes. Prior to November 30, 2005, the AMR Class of the Fund was known as the Institutional Class. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
(1/1/05 through 12/31/06)
  7.23%
(4th Quarter 2006)
Lowest Quarterly Return:
(1/1/05 through 12/31/06)
  –1.99%
(2nd Quarter 2006)
 
                 
    Average Annual Total Return
    as of 12/31/06
        Since Inception
    1 Year   (6/30/04)
Mid-Cap Value Fund
    18.29%       16.02%  
Russell Midcap ® Value Index 1
    20.22%       19.56%  
Lipper Mid-Cap Value Funds Index
    15.66%       14.18%  
 
1
The Russell Midcap Value Index is an unmanaged index of those stocks in the Russell Midcap Index with below-average price-to-book ratios and below-average forecasted growth values. The Russell Midcap Index measures the performance of the 800 smallest companies in the Russell 1000 ® Index. The Russell Midcap Value Index and Russell 1000 Index are registered trademarks of Frank Russell Company.

 
 
About the Funds Prospectus
12


 

 
American Beacon
 
Mid-Cap Value Fund SM  — AMR Class — (continued)
 
Fees and Expenses
 
 
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Mid-Cap Value Fund.
 
Shareholder Fees
(fees paid directly from your investment)
 
         
Redemption Fee
       
(as a percentage of amount redeemed, if applicable)
    2.00 % 1
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.72 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.20  
Acquired Fund Fees and Expenses 2
    0.03  
         
Total Annual Fund Operating Expenses 3
    0.95 %
         
 
1
Fee applies to the proceeds of shares that are redeemed within 180 days of purchase.
 
2
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
2
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $97  
3 Years
    $303  
5 Years
    $525  
10 Years
    $1,166  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
Prospectus About the Funds
13


 

 
American Beacon
 
Small Cap Value Fund SM  — AMR Class
 
 
Investment Objective
 
 
Long-term capital appreciation and current income.
 
Principal Strategies
 
 
Ordinarily, at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in equity securities of small market capitalization U.S. companies. These companies generally have market capitalizations of $3 billion or less at the time of investment. The Fund’s investments may include common stocks, preferred stocks, securities convertible into common stocks, U.S. dollar-denominated American Depositary Receipts, and U.S. dollar-denominated foreign stocks traded on U.S. exchanges (collectively, “stocks”).
 
The Fund’s assets are currently allocated among five investment sub-advisors:
 
Barrow, Hanley, Mewhinney & Strauss, Inc. (“Barrow”)
 
Brandywine Global Investment Management, LLC (“Brandywine Global”)
 
Hotchkis and Wiley Capital Management, LLC (“Hotchkis”)
 
Opus Capital Group, LLC (“Opus”)
 
The Boston Company Asset Management, LLC (“The Boston Company”)
 
The Fund’s Board of Trustees has appointed the following three investment sub-advisors to the Fund, but the Manager has not allocated Fund assets to these sub-advisors:
 
Dreman Value Management, LLC (“Dreman”)
 
Metropolitan West Capital Management, LLC (“MetWest Capital”)
 
SSgA Funds Management, Inc. (“SSgA”)
 
The Manager does not anticipate allocating any new assets to Barrow or Hotchkis, as these sub-advisors have reached their capacity limit for small cap assets. The Manager intends to allocate new assets among Brandywine Global, Dreman, MetWest Capital, Opus, SSgA, and The Boston Company as their capacity commitments to the Fund permit.
 
The sub-advisors, except SSgA, select stocks that, in their opinion, have most or all of the following characteristics (relative to the Russell 2000 ® Index 1 ):
 
above-average earnings growth potential,
below-average price to earnings ratio, and
below-average price to book value ratio.
 
SSgA pursues an enhanced index strategy, seeking to outperform the Russell 2000 ® Value Index 1 (the “Index”) by selecting stocks that are undervalued by the market and that possess superior earnings growth potential. In deciding to purchase or hold a stock, SSgA considers perspectives on the stock’s growth potential and valuation as well as sentiment toward the stock by the market and the company’s management. As an essential component of its investment process, SSgA attempts to control risk by constructing a portfolio with overall characteristics similar to the Index.
 
Each of the sub-advisors determines the earnings growth prospects of companies based upon a combination of internal and external research using fundamental analysis and considering changing economic trends. The decision to sell a stock is typically based on the belief that the company is no longer considered undervalued or shows deteriorating fundamentals, or that better investment opportunities exist in other stocks. The Manager believes that this strategy will help the Fund outperform other investment styles over the longer term while minimizing volatility and downside risk.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term obligations. Investment grade obligations include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will
 
 
1       Russell 2000  ® Index and Russell 2000  ® Value Index are registered trademarks of Frank Russell Company.

 
 
About the Funds Prospectus
14


 

 
American Beacon
 
Small Cap Value Fund SM  — AMR Class  — (continued)
be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Market Risk
Since this Fund invests most of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks will decline due to drops in the stock market. In general, the value of the Fund will move in the same direction as the overall stock market, which will vary from day to day in response to the activities of individual companies and general market and economic conditions.
 
Small Capitalization Companies Risk
Investing in the securities of small capitalization companies involves greater risk and the possibility of greater price volatility than investing in larger capitalization and more established companies, since smaller companies may have limited operating history, product lines, and financial resources, the securities of these companies may lack sufficient market liquidity, and they can be particularly sensitive to expected changes in interest rates, borrowing costs and earnings.
 
Value Stocks Risk
Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices may go down. While the Fund’s investments in value stocks may limit its downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk.
 
Foreign Investing Risk
Investing in the securities of foreign companies carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) political and financial instability, (2) less liquidity and greater volatility, (3) lack of uniform accounting, auditing and financial reporting standards, and (4) increased price volatility.
 
Securities Selection Risk
Securities selected by a sub-advisor for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper Small-Cap Value Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market index do not reflect fees or expenses. The AMR Class of the Fund began offering its shares on March 1, 1999. However, another class of shares of the Fund not offered in this Prospectus began offering its shares on January 1, 1999. In the chart and table below, performance results before March 1, 1999 are for the older class. Because the other class had lower expenses, its performance was better than the AMR Class of the Fund would have realized in the same period. Neither the bar chart nor the performance table that follows is intended to indicate how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
(1/1/99 through 12/31/06)
  24.93%
(2nd Quarter 2003)
Lowest Quarterly Return:
(1/1/99 through 12/31/06)
  –20.79%
(3rd Quarter 2002)
 
                         
    Average Annual Total Return
    as of 12/31/06
            Since Inception
    1 Year   5 Years   (12/31/98)
Small Cap Value Fund
    14.99%       16.54%       15.38%  
Russell 2000 Value Index 1
    23.48%       15.37%       13.84%  
Lipper Small-Cap Value Funds Index
    17.13%       14.75%       13.44%  
 
1
The Russell 2000 Value Index is an unmanaged index of those stocks in the Russell 2000 Index with below-average price-to-book ratios and below-average forecasted growth values.

 
 
Prospectus About the Funds
15


 

 
American Beacon
 
Small Cap Value Fund SM  — AMR Class  — (continued)
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Small Cap Value Fund.
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.51 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.04 %
Acquired Fund Fees and Expenses 1
    0.03  
         
Total Annual Fund Operating Expenses 2
    0.58 %
         
 
1
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
2
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $59  
3 Years
    $186  
5 Years
    $324  
10 Years
    $726  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
About the Funds Prospectus
16


 

 
American Beacon
 
International Equity Fund SM  — AMR Class
 
 
Investment Objective
 
 
Long-term capital appreciation.
 
Principal Strategies
 
 
Ordinarily, at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in common stocks and securities convertible into common stocks (collectively, “stocks”) of issuers based in at least three different countries located outside the United States. The Fund will primarily invest in countries comprising the Morgan Stanley Capital International Europe Australasia Far East Index (“EAFE Index”). The EAFE Index is comprised of equity securities of companies from various industrial sectors whose primary trading markets are located outside the United States. Companies included in the EAFE Index are selected from among the larger capitalization companies in these markets.
 
The Fund’s assets are currently allocated among four investment sub-advisors:
 
Causeway Capital Management LLC
 
Lazard Asset Management LLC
 
Templeton Investment Counsel, LLC
 
The Boston Company Asset Management, LLC (“The Boston Company”)
 
The Manager does not anticipate allocating any new assets to Causeway Capital Management LLC, as it has closed its international value equity strategy to further investments by the Fund. The Manager intends to allocate all new assets among Lazard Asset Management LLC, Templeton Investment Counsel, LLC and The Boston Company. The Boston Company has recently been selected as a sub-advisor to the Fund, and as such, the Manager intends to gradually increase the portion of Fund assets under The Boston Company’s management to approximate that of the other sub-advisors.
 
The sub-advisors select stocks that, in their opinion, have most or all of the following characteristics (relative to that stock’s country, sector or industry):
 
•  above-average return on equity or earnings growth potential,
•  below-average price to earnings or price to cash flow ratio,
•  below-average price to book value ratio, and
•  above-average dividend yields.
 
The sub-advisors may consider potential changes in currency exchange rates when choosing stocks. Each of the sub-advisors determines the earnings growth prospects of companies based upon a combination of internal and external research using fundamental analysis and considering changing economic trends. The decision to sell a stock is typically based on the belief that the company is no longer considered undervalued or shows deteriorating fundamentals, or that better investment opportunities exist in other stocks. The Manager believes that this strategy will help the Fund outperform other investment styles over the longer term while minimizing volatility and downside risk. A sub-advisor may trade forward foreign currency contracts or currency futures in an attempt to reduce the Fund’s risk exposure to adverse fluctuations in currency exchange rates.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term obligations. Investment grade obligations include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Market Risk
Since this Fund invests most of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks of a particular country will decline due to drops in that country’s stock market. In general, the value of the Fund will move in the same direction as the international stock markets in which it invests, which will vary from day to day in response to the activities of individual companies and general market, economic and political conditions of that country.

 
 
Prospectus About the Funds
17


 

 
American Beacon
 
International Equity Fund SM  — AMR Class  — (continued)
 
Foreign Investing Risk
Overseas investing carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) currency exchange rate fluctuations, (2) political and financial instability, (3) less liquidity and greater volatility of foreign investments, (4) lack of uniform accounting, auditing and financial reporting standards, (5) less government regulation and supervision of foreign stock exchanges, brokers and listed companies, (6) increased price volatility, and (7) delays in transaction settlement in some foreign markets.
 
Market Timing Risk
Because the Fund invests in foreign securities, it is particularly subject to the risk of market timing activities. The Fund generally prices foreign securities using their closing prices from the foreign markets in which they trade, typically prior to the Fund’s determination of its net asset value. These prices may be affected by events that occur after the close of a foreign market but before the Fund prices its shares. In such instances, the Fund may fair value foreign securities. However, some investors may engage in frequent short-term trading in the Fund to take advantage of any price differentials that may be reflected in the net asset value of the Fund’s shares. There is no assurance that fair valuation of securities can reduce or eliminate market timing. While the Manager monitors trading in Fund shares, there is no guarantee that it can detect all market timing activities. For further information regarding the Fund’s fair valuation and market timing policies, please see the sections titled “Valuation of Shares” and “Frequent Trading and Market Timing.”
 
Derivatives Risk
The Fund may use derivatives, such as futures contracts and foreign currency forward contracts as a hedge against foreign currency fluctuations. There can be no assurance that any strategy used will succeed. If one of the sub-advisors incorrectly forecasts currency exchange rates in utilizing a derivatives strategy for the Fund, the Fund could lose money.
 
Securities Selection Risk
Securities selected by a sub-advisor for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper International Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market index do not reflect fees or expenses. Neither the bar chart nor the performance table that follows is intended to indicate how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
(1/1/97 through 12/31/06)
  21.92%
(2nd Quarter 2003)
Lowest Quarterly Return:
(1/1/97 through 12/31/06)
  –22.36%
(3rd Quarter 2002)
 
                         
    Average Annual Total Return
    as of 12/31/06
    1 Year   5 Years   10 Years
International Equity Fund
    26.66%       16.50%       10.60%  
EAFE Index 1
    26.34%       14.98%       7.71%  
Lipper International Funds Index
    25.89%       15.14%       8.77%  
 
1
The EAFE Index is an unmanaged index of international stock investment performance.

 
 
About the Funds Prospectus
18


 

 
American Beacon
 
International Equity Fund SM  — AMR Class  — (continued)
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the International Equity Fund. 1
 
Shareholder Fees
(fees paid directly from your investment)
 
         
Redemption Fee
       
(as a percentage of amount redeemed, as applicable)
    2.00 % 2
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.34 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.11  
Acquired Fund Fees and Expenses 3
    0.01  
         
Total Annual Fund Operating Expenses 4
    0.46 %
         
 
1
Prior to March 1, 2006, the Fund invested all of its investable assets in a corresponding portfolio of the Master Trust. Accordingly, the expense table and the Example below reflect the expenses of both the Fund and the International Equity Portfolio of the Master Trust through February 28, 2006.
 
2
Fee applies to the proceeds of shares that are redeemed within 90 days of their purchase.
 
3
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
4
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $47  
3 Years
    $148  
5 Years
    $258  
10 Years
    $579  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
Prospectus About the Funds
19


 

 
American Beacon
 
Emerging Markets Fund SM  — AMR Class
 
 
Investment Objective
 
 
Long-term capital appreciation.
 
Principal Strategies
 
 
Ordinarily, at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in equity securities of issuers that:
 
•  are primarily listed on the trading market of an emerging market country;
•  are headquartered in an emerging market country; or
•  derive 50% or more of their revenues from, or have 50% or more of their assets in, an emerging market country.
 
An emerging market country is one that:
 
•  has an emerging stock market as defined by the International Finance Corporation (“IFC”);
•  has a low- to middle-income economy according to the World Bank;
•  is included in the IFC Investable Index or the Morgan Stanley Capital International Emerging Markets Index; or
•  has a per-capita gross national product of $10,000 or less.
 
The Fund’s investments may include common stocks, preferred stocks, securities convertible into common stocks, rights, warrants, and depositary receipts (collectively referred to as “stocks”).
 
The Manager currently allocates the Fund’s assets, generally on an equal basis, between two investment sub-advisors:
 
Morgan Stanley Investment Management Inc. (“MSIM Inc.”)
 
The Boston Company Asset Management, LLC (“The Boston Company”)
 
MSIM Inc. combines a top-down country allocation investment approach with bottom-up stock selection. MSIM Inc. first allocates its portion of the Fund’s assets among emerging market countries based on relative economic, political and social fundamentals, stock valuations and investor sentiment. MSIM Inc. then selects individual securities within these countries on the basis of attractive growth characteristics, reasonable valuations and company managements with a strong shareholder value orientation. To manage risk, MSIM Inc. emphasizes thorough macroeconomic and fundamental research.
 
The Boston Company utilizes a bottom-up investment strategy that is value-oriented and research-driven. This style is both quantitative and fundamentally based, focusing first on stock selection, then enhanced by broadly diversified country allocation.
 
The sub-advisors may consider potential changes in currency exchange rates when choosing stocks. A sub-advisor may trade forward foreign currency contracts or currency futures in an attempt to reduce the Fund’s risk exposure to adverse fluctuations in currency exchange rates.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term obligations. Investment grade obligations include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Market Risk
Since this Fund invests most of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks of a particular country will decline due to drops in that country’s stock market. In general, the value of the Fund will move in the same direction as the international stock markets in which it invests, which will vary from day to day in response to the activities of individual companies and general market, economic and political conditions of each country.
 
Foreign Investing Risk
Overseas investing carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) currency exchange rate fluctuations,

 
 
About the Funds Prospectus
20


 

 
American Beacon
 
Emerging Markets Fund SM  — AMR Class — (continued)
(2) political and financial instability, (3) less liquidity and greater volatility of foreign investments, (4) lack of uniform accounting, auditing and financial reporting standards, (5) less government regulation and supervision of foreign stock exchanges, brokers and listed companies, (6) increased price volatility, and (7) delays in transaction settlement in some foreign markets.
 
Market Timing Risk
Because the Fund invests in foreign securities, it is subject to the risk of market timing activities. The Fund generally prices foreign securities using their closing prices from the foreign markets in which they trade, typically prior to the Fund’s determination of its net asset value. These prices may be affected by events that occur after the close of a foreign market but before the Fund prices its shares. In such instances, the Fund may fair value foreign securities. However, some investors may engage in frequent short-term trading in the Fund to take advantage of any price differentials that may be reflected in the net asset value of the Fund’s shares. There is no assurance that fair valuation of securities can reduce or eliminate market timing. While the Manager monitors trading in Fund shares, there is no guarantee that it can detect all market timing activities. For further information regarding the Fund’s fair valuation and market timing policies, please see the sections titled “Valuation of Shares” and “Frequent Trading and Market Timing.”
 
Emerging Markets Risk
The risks of foreign investing mentioned above are heightened when investing in emerging markets. In addition, the economies and political environments of emerging market countries tend to be more unstable than those of developed countries, resulting in more volatile rates of return than the developed markets and substantially greater risk to investors.
 
Derivatives Risk
The Fund may use derivatives, such as futures contracts and foreign currency forward contracts as a hedge against foreign currency fluctuations. There can be no assurance that any strategy used will succeed. If one of the sub-advisors incorrectly forecasts currency exchange rates in utilizing a derivatives strategy for the Fund, the Fund could lose money.
 
Securities Selection Risk
Securities selected by a sub-advisor for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper Emerging Markets Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market index do not reflect fees or expenses. Neither the bar chart nor the performance table that follows is intended to indicate how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
   26.03%
(1/1/01 through 12/31/06)
  (4th Quarter 2001)
Lowest Quarterly Return:
  –20.36%
(1/1/01 through 12/31/06)
  (3rd Quarter 2001)
 
                         
    Average Annual Total Return
    as of 12/31/06
            Since Inception
    1 Year   5 Years   (7/31/00)
Emerging Markets Fund
    33.28%       26.85%       15.95%  
MSCI Emerging Markets Index 1
    32.17%       26.59%       15.45%  
Lipper Emerging Markets Funds Index
    32.07%       26.94%       15.60%  
 
1
The MSCI Emerging Markets Index is a market capitalization-weighted index composed of companies that are representative of the market structure of developing countries in Latin America, Asia, Eastern Europe, the Middle East and Africa.

 
 
Prospectus About the Funds
21


 

 
American Beacon
 
Emerging Markets Fund SM  — AMR Class — (continued)
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Emerging Markets Fund.
 
Shareholder Fees
(fees paid directly from your investment)
 
         
Redemption Fee
       
(as a percentage of amount redeemed, as applicable)
    2.00 % 1
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.83 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.47  
Acquired Fund Fees and Expenses 2
    0.01  
         
Total Annual Fund Operating Expenses 3
    1.31 %
         
 
1
Fee applies to the proceeds of shares that are redeemed within 90 days of their purchase.
 
2
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
3
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $133  
3 Years
    $415  
5 Years
    $718  
10 Years
    $1,579  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
About the Funds Prospectus
22


 

 
American Beacon
 
S&P 500 Index Fund 1  — Institutional Class
 
 
Investment Objective
 
 
To replicate as closely as possible, before expenses, the performance of the Standard & Poor’s 500 Composite Stock Price Index (“S&P 500 Index” or “Index”).
 
Principal Strategies
 
 
The Fund seeks its investment objective by investing all of its investable assets in the State Street Equity 500 Index Portfolio.
 
The Fund uses a passive management strategy designed to track the performance of the S&P 500 Index. The S&P Index is a well-known stock market index that includes common stocks of 500 companies from several industrial sectors representing a significant portion of the market value of all stocks publicly traded in the United States.
 
The Fund is not managed according to traditional methods of “active” investment management, which involve the buying and selling of securities based upon economic, financial and market analysis and investment judgement. Instead, the Fund, using a “passive” or “indexing” investment approach, attempts to replicate, before expenses, the performance of the S&P 500 Index. SSgA seeks a correlation of 0.95 or better between the Fund’s performance and the performance of the Index; a figure of 1.00 would represent perfect correlation.
 
The Fund intends to invest in all 500 stocks comprising the Index in proportion to their weightings in the Index. However, under various circumstances, it may not be possible or practicable to purchase all 500 stocks in those weightings. In those circumstances, the Fund may purchase a sample of the stocks in the Index in proportions expected by SSgA to replicate generally the performance of the Index as a whole. In addition, from time to time stocks are added to or removed from the Index. The Fund may sell stocks that are represented in the Index, or purchase stocks that are not yet represented in the Index, in anticipation of their removal from or addition to the Index.
 
In addition, the Fund may at times purchase or sell futures contracts on the Index, or options on those futures, in lieu of investment directly in the stocks making up the Index. The Fund might do so, for example, in order to increase its investment exposure pending investment of cash in the stocks comprising the Index. Alternatively, the Fund might use futures or options on futures to reduce its investment exposure in situations where it intends to sell a portion of the stocks in its portfolio but the sale has not yet been completed. The Fund may also enter into other derivatives transactions, including the purchase or sale of options or enter into swap transactions, to assist in replicating the performance of the Index.
 
Principal Risk Factors
 
 
Market Risk
Since this Fund invests most of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks will decline due to drops in the stock market. In general, the value of the Fund will move in the same direction as the overall stock market, which will vary from day to day in response to the activities of individual companies and general market and economic conditions.
 
Tracking Error Risk
The Fund’s return may not match the return of the Index for a number of reasons. For example, the Fund incurs a number of operating expenses not applicable to the Index, and incurs costs in buying and selling securities. The Fund may not be fully invested at times, either as a result of cash flows into the Fund or reserves of cash held by the Fund to meet redemptions. The return on the sample of stocks purchased by the Fund, or futures or other derivative positions taken by the Fund, to replicate the performance of the Index may not correlate precisely with the return on the Index.
 
Derivatives Risk
The use of these instruments to pursue the S&P 500 Index returns requires special skills, knowledge and investment techniques that differ from those required for normal portfolio management. Gains or losses from positions in a derivative instrument may be much greater than the derivative’s original cost.
 
Investment Risks
An investment in the Fund is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit
 
 
1      S&P is a trademark of The McGraw-Hill Companies, Inc. and has been licensed for use. “Standard and Poor’s ® ,” “S&P ® ,” “Standard & Poor’s 500,” “S&P 500 ® ” and “500” are all trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by State Street Bank and Trust Company. The S&P 500 Index Fund is not sponsored, sold or promoted by Standard & Poor’s, and Standard & Poor’s makes no representation regarding the advisability of investing in this Fund.

 
 
Prospectus About the Funds
23


 

 
American Beacon
 
S&P 500 Index Fund — Institutional Class — (continued)
Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper S&P 500 Objective Funds Index, a composite of funds comparable to the Fund. The returns of the broad-based market index do not reflect fees or expenses. The Fund began offering its shares on January 1, 1997. Prior to March 1, 1998, the Fund’s shares were offered as AMR Class shares. On March 1, 1998, AMR Class shares of the Fund were designated Institutional Class shares. Prior to March 1, 2000, the Fund invested all of its investable assets in the BT Equity 500 Index Portfolio, a separate investment company managed by Bankers Trust Company. Neither the bar chart nor the performance table that follows is intended to indicate how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
(1/1/97 through 12/31/06)
   21.32%
(4th Quarter 1998)
Lowest Quarterly Return:
(1/1/97 through 12/31/06)
   –17.43%
(3rd Quarter 2002)
 
                         
    Average Annual Total Return
    as of 12/31/06
    1 Year   5 Years   10 Years
S&P 500 Index Fund
    15.69%       6.00%       8.26%  
S&P 500 Index 1
    15.79%       6.19%       8.42%  
Lipper S&P 500 Objective Funds Index
    15.55%       5.90%       8.13%  
 
1
The S&P 500 Index is an unmanaged index of common stocks publicly traded in the United States.
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the S&P 500 Index Fund. 1
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees 2
    0.045 %
Distribution (12b-1) Fees
    0.000  
Other Expenses
    0.095  
         
Total Annual Fund Operating Expenses
    0.140 %
         
 
1
The expense table and the Example below reflect the expenses of both the Fund and the State Street Equity 500 Index Portfolio.
 
2
This fee represents the total fees paid by the State Street Equity 500 Index Portfolio to State Street Bank and Trust Company for its service as administrator, custodian and transfer agent and SSgA’s service as investment advisor.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $14  
3 Years
    $45  
5 Years
    $79  
10 Years
    $179  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
About the Funds Prospectus
24


 

 
American Beacon
 
Small Cap Index Fund SM  — Institutional Class
 
 
Investment Objective
 
 
To match the performance of the Russell 2000 ® Index 1 (the “Russell 2000” or “Index”) as closely as possible before the deduction of Fund expenses.
 
Principal Strategies
 
 
The Fund seeks its investment objective by investing all of its investable assets in the Master Small Cap Index Series of the Index Trust. The investment objective of the Master Small Cap Index Series may be changed without shareholder approval.
 
The Fund employs a “passive” management approach, attempting to invest in a portfolio of assets whose performance is expected to match approximately the performance of the Russell 2000. The Russell 2000 is composed of the common stocks of the 1,001st through the 3,000th largest U.S. companies weighted by market capitalization, as determined by the Frank Russell Company. As of December 31, 2006, the market capitalizations of the companies in the Russell 2000 Index ranged from $68 million to $3.0 billion. The Fund will be substantially invested in securities in the Russell 2000, and will invest at least 80% of its assets in securities or other financial instruments, which are components of or correlated with, the Russell 2000. The Fund is also a non-diversified fund.
 
The Fund invests in a statistically selected sample of stocks included in the Russell 2000 and in derivative instruments linked to the Russell 2000. The Fund may not invest in all of the common stocks in the Russell 2000, or in the same weightings as in the Russell 2000. The Fund chooses investments so that the market capitalizations, industry weightings and other fundamental characteristics of the stocks and derivative instruments chosen are similar to the Russell 2000 as a whole.
 
The Fund may invest in derivative instruments, and may invest a substantial portion of its assets in options and futures contracts linked to the performance of the Russell 2000. Derivatives allow the Fund to increase or decrease its exposure to the Russell 2000 quickly and at less cost than buying or selling stocks. The Fund will invest in options and futures and other derivative instruments in order to gain market exposure quickly in the event of subscriptions, to maintain liquidity in the event of redemptions and to keep trading costs low. In connection with the use of derivative instruments, the Fund may enter into short sales in order to adjust the weightings of particular securities represented in a derivative to more accurately reflect the securities’ weightings in the Index. The Fund may engage in securities lending, which involves the risk that the borrower may fail to return the Fund’s securities in a timely manner or at all.
 
Principal Risk Factors
 
 
Market Risk
Since this Fund invests most of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks will decline due to drops in the stock market. In general, the value of the Fund will move in the same direction as the overall stock market, which will vary from day to day in response to the activities of individual companies and general market and economic conditions.
 
Tracking Error Risk
The Fund’s return may not match the return of the Index for a number of reasons. For example, the Fund incurs a number of operating expenses not applicable to the Index, and incurs costs in buying and selling securities. The Fund may not be fully invested at times, either as a result of cash flows into the Fund or reserves of cash held by the Fund to meet redemptions. The return on the sample of stocks purchased by the Fund, or futures or other derivative positions taken by the Fund, to replicate the performance of the Index may not correlate precisely with the return on the Index.
 
Non-Diversification Risk
The Fund is non-diversified, which means that it may invest a high percentage of its assets in a limited number of securities. Since the Fund is non-diversified, its net asset value and total return may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund.
 
Small Capitalization Companies Risk
Investing in the securities of small capitalization companies involves greater risk and the possibility of greater price volatility than investing in larger capitalization and more established companies, since smaller companies may have limited operating history, product lines, and financial resources, the securities of these companies may lack sufficient market liquidity, and they can be particularly sensitive to expected changes in interest rates, borrowing costs and earnings.
 
 
1       The Russell 2000  ® Index is a registered trademark of Frank Russell Company.

 
 
Prospectus About the Funds
25


 

 
American Beacon
 
Small Cap Index Fund SM  — Institutional Class — (continued)
 
Derivatives Risk
Gains or losses from positions in a derivative instrument may be much greater than the derivative’s original cost. The counterparty to the transaction may be unable to honor its financial obligation to the Fund. In addition, a derivative may be difficult or impossible to sell at the time the investment advisor would like or at the price the investment advisor believes the security is currently worth.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper Small-Cap Core Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market index do not reflect fees or expenses. Neither the bar chart nor the performance table that follows is intended to indicate how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
  23.23%
(1/1/01 through 12/31/06)
  (2nd Quarter 2003)
Lowest Quarterly Return:
  –21.33%
(1/1/01 through 12/31/06)
  (3rd Quarter 2002)
 
                         
    Average Annual Total Return
    as of 12/31/06
            Since Inception
    1 Year   5 Years   (7/31/00)
Small Cap Index Fund
    17.85%       11.18%       8.51%  
Russell 2000 Index 1
    18.37%       11.39%       8.71%  
Lipper Small-Cap Core Funds Index
    13.70%       10.49%       9.53%  
 
1
The Russell 2000 Index is an unmanaged index comprised of approximately 2,000 smaller-capitalization stocks from various industrial sectors.
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Small Cap Index Fund. 1
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.01 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.17  
         
Total Annual Fund Operating Expenses
    0.18 %
         
 
1
The expense table and the Example below reflect the expenses of both the Fund and the Master Small Cap Index Series.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $18  
3 Years
    $58  
5 Years
    $101  
10 Years
    $230  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
About the Funds Prospectus
26


 

 
American Beacon
 
International Equity Index Fund SM  —
Institutional Class
 
 
Investment Objective
 
 
To match the performance of the Morgan Stanley Capital International EAFE Index (the “EAFE Index” or “Index”) as closely as possible before the deduction of Fund expenses.
 
Principal Strategies
 
 
The Fund seeks its investment objective by investing all of its investable assets in the Master International Index Series of the Index Trust. The investment objective of the Master International Index Series may be changed without shareholder approval.
 
The Fund employs a “passive” management approach, attempting to invest in a portfolio of assets whose performance is expected to match approximately the performance of the EAFE Index. The EAFE Index is composed of equity securities of companies from various industrial sectors whose primary trading markets are located outside the United States. Companies included in the EAFE Index are selected from among the larger capitalization companies in these markets. The weighting of the countries in the Index is based upon each country’s relative market capitalization, and not its gross domestic product. This means that the Index contains more companies from countries with the largest capital markets (like Japan and the United Kingdom), which in turn, will have the most effect on the Index’s performance.
 
The Fund will be substantially invested in securities in the Index, and will invest at least 80% of its assets in securities or other financial instruments, which are components of or correlated with, the Index. The Fund is also a non-diversified fund.
 
The Fund invests in a statistically selected sample of equity securities included in the EAFE Index and in derivative instruments linked to the EAFE Index. The Fund will, under normal circumstances, invest in all of the countries represented in the EAFE Index. The Fund may not, however, invest in all of the companies within a country, represented in the EAFE Index, or in the same weightings as in the EAFE Index. The Fund will choose investments so that the market capitalizations, industry weightings and other fundamental characteristics of the stocks and derivative instruments chosen are similar to the EAFE Index as a whole.
 
The Fund may invest in derivative instruments, and will normally invest a substantial portion of its assets in options and futures contracts correlated with market indices or countries included within the EAFE Index. Derivatives allow the Fund to increase or decrease its exposure to the EAFE Index quickly and at less cost than buying or selling stocks. The Fund will invest in options and futures and other derivative instruments in order to gain market exposure quickly in the event of subscriptions, to maintain liquidity in the event of redemptions and to keep trading costs low. In connection with the use of derivative instruments, the Fund may enter into short sales in order to adjust the weightings of particular securities represented in a derivative to more accurately reflect the securities’ weightings in the Index. The Fund may engage in securities lending, which involves the risk that the borrower may fail to return the Fund’s securities in a timely manner or at all.
 
Principal Risk Factors
 
 
Market Risk
Since this Fund invests most of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks of a particular country will decline due to drops in that country’s stock market. In general, the value of the Fund will move in the same direction as the international stock markets in which it invests, which will vary from day to day in response to the activities of individual companies and general market, economic and political conditions of each country.
 
Foreign Investing Risk
Overseas investing carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) currency exchange rate fluctuations, (2) political and financial instability, (3) less liquidity and greater volatility of foreign investments, (4) lack of uniform accounting, auditing and financial reporting standards, (5) less government regulation and supervision of foreign stock exchanges, brokers and listed companies, (6) increased price volatility, and (7) delays in transaction settlement in some foreign markets.
 
Tracking Error Risk
The Fund’s return may not match the return of the Index for a number of reasons. For example, the Fund incurs a number of operating expenses not applicable to the Index and incurs costs in buying and selling securities. The Fund may not be fully invested at times, either as a result of cash flows into the Fund or reserves of cash held by the Fund to meet redemptions. The return of the sample of stocks purchased by the Fund, or futures or other derivative positions taken by the Fund, to replicate

 
 
Prospectus About the Funds
27


 

 
American Beacon
 
International Equity Index Fund SM  — Institutional Class —
(continued)
the performance of the Index may not correlate precisely with the return of the Index.
 
Non-Diversification Risk
The Fund is non-diversified, which means that it may invest a high percentage of its assets in a limited number of securities. Since the Fund is non-diversified, its net asset value and total return may fluctuate more or fall greater in times of weaker markets than a diversified mutual fund.
 
Derivatives Risk
Gains or losses from positions in a derivative instrument may be much greater than the derivative’s original cost. The counterparty to the transaction may be unable to honor its financial obligation to the Fund. In addition, a derivative may be difficult or impossible to sell at the time the investment advisor would like or at the price the investment advisor believes the security is currently worth.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper International Large-Cap Core Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market index do not reflect fees or expenses. Neither the bar chart nor the performance table that follows is intended to indicate how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
  19.48%
(1/1/01 through 12/31/06)
  (2nd Quarter 2003)
Lowest Quarterly Return:
  –19.77%
(1/1/01 through 12/31/06)
  (3rd Quarter 2002)
 
                         
    Average Annual Total Return
    as of 12/31/06
            Since Inception
    1 Year   5 Years   (7/31/00)
International Equity Index Fund
    26.52%       15.12%       6.12%  
EAFE Index 1
    26.34%       15.06%       6.26%  
Lipper International Large-Cap Core Funds Index
    25.11%       10.39%       4.42%  
 
1
Performance is that of the EAFE Index from inception through September 30, 2001 and from June 1, 2002 through December 31, 2002. Performance from October 1, 2001 through May 31, 2002 is that of the Provisional EAFE Index.
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the International Equity Index Fund. 1
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.01 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.21  
         
Total Annual Fund Operating Expenses
    0.22 %
         
 
1
The expense table and the Example below reflect the expenses of both the Fund and the Master International Index Series.

 
 
About the Funds Prospectus
28


 

 
American Beacon
 
International Equity Index Fund SM  — Institutional Class —
(continued)
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $23  
3 Years
    $71  
5 Years
    $124  
10 Years
    $280  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
Prospectus About the Funds
29


 

 
American Beacon
 
High Yield Bond Fund SM  — Institutional Class
 
 
Investment Objective
 
 
High current income and capital appreciation.
 
Principal Strategies
 
 
This Fund seeks to maximize current income by investing in a diversified portfolio of public and private issue debt securities that are generally rated below investment grade (such as BB or lower by Standard & Poor’s Ratings Services and/or Ba or lower by Moody’s Investors Service, Inc.) or deemed to be below investment grade by the investment sub-advisors. These types of securities are commonly referred to as “junk bonds.” The Fund seeks capital appreciation by investing in issues whose relative value is expected to increase over time.
 
The Manager currently allocates the Fund’s assets between two investment sub-advisors:
 
Franklin Advisers, Inc. (“Franklin”)
 
Post Advisory Group, LLC (“Post”)
 
Because the Manager recently selected Franklin as a sub-advisor to the Fund, Franklin manages a smaller portion of the Fund’s assets than Post. The Manager intends to gradually increase the portion of Fund assets managed by Franklin.
 
The Fund seeks its investment objective by investing, under normal circumstances, at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in a diversified portfolio of domestic and foreign high yield bonds. High yield issuers are generally those which have below investment grade ratings because they are relatively small in size, relatively young in years, relatively leveraged financially (perhaps borrowing heavily to finance expansion or due to a leveraged buyout), or formerly “blue chip” companies that have encountered some financial difficulties.
 
In selecting investments, both Franklin and Post utilize a bottom-up and research-driven investment process that relies heavily on internal research and fundamental credit analysis. The investment philosophy of each sub-advisor concentrates on identification of relative value and downside protection.
 
To a lesser extent, the Fund may invest in other securities, including foreign securities, common and preferred stocks, convertible securities, warrants, rights, and options, in keeping with the Fund’s overall investment objective.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term debt obligations. Investment grade obligations include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Interest Rate Risk
The Fund is subject to the risk that the market value of the bonds it holds will decline due to rising interest rates. When interest rates rise, the prices of most bonds go down. The price of a bond is also affected by its maturity. Bonds with longer maturities generally have greater sensitivity to changes in interest rates.
 
Credit Risk
The Fund is subject to the risk that the issuer of a bond will fail to make timely payment of interest or principal. A decline in an issuer’s credit rating can cause its price to go down. Since the Fund invests in lower-quality debt securities considered speculative in nature, this risk will be substantial.
 
High Yield Securities Risk
Investing in junk bonds generally involves significantly greater risks of loss of your money than an investment in investment grade bonds. Compared with issuers of investment grade bonds, junk bonds are more likely to encounter financial difficulties and to be materially affected by these difficulties. Rising interest rates may compound these difficulties and reduce an issuer’s ability to repay principal and interest obligations. Issuers of lower-rated securities also have a greater risk of default or bankruptcy.

 
 
About the Funds Prospectus
30


 

 
American Beacon
 
High Yield Bond Fund SM  — Institutional Class — (continued)
 
Market Risk
Market risk involves the possibility that the value of the Fund’s investments will decline due to drops in the overall high yield bond market. Changes in the economic climate, investor perceptions, and stock market volatility can cause the prices of the Fund’s investments to decline, regardless of the financial conditions of the issuers held by the Fund.
 
Foreign Investing Risk
Investing in foreign securities carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) currency exchange rate fluctuations, (2) political and financial instability, (3) less liquidity and greater volatility of foreign investments, (4) lack of uniform accounting, auditing and financial reporting standards, (5) less government regulation and supervision of foreign stock exchanges, brokers and listed companies, (6) increased price volatility, and (7) delays in transaction settlement in some foreign markets.
 
Liquidity Risk
High yield bonds tend to be less liquid than higher-rated bonds. This means that the Fund may experience difficulty selling the Fund’s investments at favorable prices. In addition, valuation of the Fund’s investments may become more difficult if objective market prices are unavailable.
 
Market Timing Risk
Because the Fund invests in high yield bonds that may lack market liquidity, it is subject to the risk of market timing activities. The limited trading activity of some high yield bonds may result in market prices that do not reflect the true market value of these illiquid securities. In such instances, the Fund may fair value illiquid securities. However, some investors may engage in frequent short-term trading in the Fund to take advantage of any price differentials that may be reflected in the net asset value of the Fund’s shares. There is no assurance that fair valuation of securities can reduce or eliminate market timing. While the Manager monitors trading in Fund shares, there is no guarantee that it can detect all market timing activities. For further information regarding the Fund’s fair valuation and market timing policies, please see the sections titled “Valuation of Shares” and “Frequent Trading and Market Timing.”
 
Hedging Risk
Gains or losses from positions in hedging instruments, such as options or short sales, may be much greater than the instrument’s original cost. The counterparty may be unable to honor its financial obligation to the Fund. In addition, Post may be unable to close the transaction at the time it would like or at the price it believes the security is currently worth.
 
Securities Selection Risk
Securities selected by Post for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to three broad-based market indices and the Lipper High Current Yield Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market indices do not reflect fees or expenses. Neither the bar chart nor the performance table that follows is intended to indicate how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
  6.83%
(1/1/01 through 12/31/06)
  (4th Quarter 2001)
Lowest Quarterly Return:
  –4.04%
(1/1/01 through 12/31/06)
  (3rd Quarter 2001)
 

 
 
Prospectus About the Funds
31


 

 
American Beacon
 
High Yield Bond Fund SM  — Institutional Class — (continued)
                         
    Average Annual Total Return
    as of 12/31/06
            Since Inception
    1 Year   5 Years   (12/29/00)
High Yield Bond Fund
    9.60%       9.27%       9.21%  
JPMorgan Global High-Yield Index 1
    11.45%       10.79%       9.99%  
Citigroup High-Yield Market Index 2
    11.85%       10.22%       9.41%  
Citigroup High-Yield Capped Index 3
    10.21%       N/A       N/A  
Lipper High Current Yield Funds Index
    10.17%       9.07%       7.32%  
 
1
The JPMorgan Global High-Yield Index (“JPMorgan Index”) has replaced the Citigroup High-Yield Market Index as the Fund’s broad-based market index, because the Manager has access to better statistical and performance information for the JPMorgan Index. The JPMorgan Index is an unmanaged index of fixed income securities of domestic and foreign issuers with a maximum credit rating of BB+ or Ba1. Issues must be publicly registered or issued under Rule 144A under the Securities Act of 1933, with a minimum issue size of $75 million (par amount). A maximum of two issues per issuer are included in the JPMorgan Index. Convertible bonds, preferred stock, and floating-rate bonds are excluded from the JPMorgan Index.
 
2
The Citigroup High-Yield Market Index is an unmanaged index of fixed income securities with a maximum credit rating of BB+, a minimum amount outstanding of $100 million, and at least one year to maturity.
 
3
The Citigroup High-Yield Market Capped Index (“Citigroup Capped Index”) is an unmanaged index of fixed income securities with a maximum credit rating of BB+, a minimum amount outstanding of $100 million, and at least one year to maturity. The total par amount outstanding for each issuer in the Citigroup Capped Index is capped at $5 billion, which results in a more diversified index of securities that more closely reflects the Fund’s issuer diversification. The Citigroup Capped Index has an inception date of 1/2/02.
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the High Yield Bond Fund.
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.52 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.33  
Acquired Fund Fees and Expenses 1
    0.01  
         
Total Annual Fund Operating Expenses 2
    0.86 %
         
 
1
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
2
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expense remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $88  
3 Years
    $274  
5 Years
    $477  
10 Years
    $1,061  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
About the Funds Prospectus
32


 

 
American Beacon
 
Intermediate Bond Fund SM  — Institutional Class
 
 
Investment Objective
 
 
Income and capital appreciation.
 
Principal Strategies
 
 
The Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in obligations of the U.S. Government, its agencies and instrumentalities (some of which are not backed by the full faith and credit of the U.S. Government); corporate debt securities, such as commercial paper, master demand notes, loan participation interests, medium-term notes and funding agreements; mortgage-backed securities; asset-backed securities; and Yankeedollar and Eurodollar bank certificates of deposit, time deposits, bankers’ acceptances and other notes. The Fund seeks capital appreciation by investing in corporate issues whose relative value is expected to increase over time.
 
The Manager currently allocates the Fund’s assets, generally on an equal basis, between itself and Barrow, Hanley, Mewhinney & Strauss, Inc. (“Barrow”).
 
The Fund will only buy debt securities that are investment grade at the time of purchase. Investment grade securities include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two rating organizations rating the securities (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. The Fund, at the discretion of the Manager or Barrow, may retain a security that has been downgraded below the initial investment criteria.
 
In determining which securities to buy and sell, the Manager employs a top-down fixed income investment strategy, as follows:
 
•  Develop an overall investment strategy, including a portfolio duration target, by examining the current trends in the U.S. economy.
•  Set desired portfolio maturity structure by comparing the differences between corporate and U.S. Government securities of similar duration to judge their potential for optimal return in accordance with the target duration benchmark.
•  Determine the weightings of each security type by analyzing the difference in yield spreads between corporate and U.S. Government securities.
•  Select specific debt securities within each security type.
•  Review and monitor portfolio composition for changes in credit, risk-return profile and comparisons with benchmarks.
 
Barrow uses a bottom-up fixed income investment strategy in determining which securities to buy and sell, as follows:
•  Search for eligible securities with a yield to maturity advantage versus a U.S. Government security with a similar maturity.
•  Evaluate credit quality of the securities.
•  Perform an analysis of the expected price volatility of the securities to changes in interest rates by examining actual price volatility between U.S. Government and non-U.S. Government securities.
 
The Fund may invest in debt obligations of U.S. Government-sponsored enterprises, including the Federal National Mortgage Association (“Fannie Mae”), Federal Home Loan Mortgage Corporation (“Freddie Mac”), Federal Home Loan Banks (“FHLB”), and Federal Farm Credit Banks (“FFCB”). Although chartered or sponsored by Acts of Congress, these entities are not backed by the full faith and credit of the U.S. Government. Freddie Mac and FFCB are supported by the right to borrow from the U.S. Treasury, and FHLB and Fannie Mae are supported by the U.S. Treasury’s discretionary authority to purchase their securities. The Fund’s investments may also include direct obligations of the U.S. Treasury (such as Treasury bills, Treasury notes and Treasury bonds) and obligations issued by the Government National Mortgage Association (commonly referred to as Ginnie Mae), which are backed by the full faith and credit of the U.S. Government.
 
Under normal circumstances, the Fund seeks to maintain a duration of three to seven years. Duration is a measure of price sensitivity relative to changes in interest rates. For example, if a bond had a duration of four years, a 1% increase in U.S. Treasury interest rates could be expected to result in a 4% decrease in the value of the bond. Therefore, portfolios with longer durations are typically more sensitive to changes in interest rates. Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term debt obligations. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will

 
 
Prospectus About the Funds
33


 

 
American Beacon
 
Intermediate Bond Fund SM  — Institutional Class — (continued)
be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Interest Rate Risk
The Fund is subject to the risk that the market value of the bonds it holds will decline due to rising interest rates. When interest rates rise, the prices of most bonds go down. The price of a bond is also affected by its maturity. Bonds with longer maturities generally have greater sensitivity to changes in interest rates.
 
Credit Risk
The Fund is subject to the risk that the issuer of a bond, including a U.S. Government agency not backed by the full faith and credit of the U.S. Government, will fail to make timely payment of interest or principal. A decline in an issuer’s credit rating can cause its price to go down.
 
Prepayment and Extension Risk
The Fund’s investments in asset-backed and mortgage-backed securities are subject to the risk that the principal amount of the underlying collateral may be repaid prior to the bond’s maturity date. If this occurs, no additional interest will be paid on the investment and the Fund may have to invest at a lower rate. Conversely, a decrease in expected prepayments may result in the extension of a security’s effective maturity and a decline in its price.
 
Securities Selection Risk
Securities selected by the Manager or Barrow for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper Intermediate Investment Grade Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market index do not reflect fees or expenses. The Institutional Class of the Fund began offering its shares on March 1, 1999. However, another class of shares of the Fund no longer in operation began offering its shares on September 15, 1997. In the chart and table below, performance results before March 1, 1999 are for the other class. Because the other class had slightly higher expenses, its performance was slightly lower than the Fund would have realized in the same period. Prior to March 1, 2005, the Institutional Class of the Fund was known as the AMR Class. Neither the bar chart nor the performance table that follows is intended to indicate how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
(1/1/98 through 12/31/06)
   4.72%
(3rd Quarter 2001)
Lowest Quarterly Return:
(1/1/98 through 12/31/06)
  –2.75%
(2nd Quarter 2004)
 
                         
    Average Annual Total Return
    as of 12/31/06
            Since
            Inception
    1 Year   5 Years   (9/15/97)
Intermediate Bond Fund
    4.55%       4.72%       5.74%  
Lehman Bros. Aggregate Index 2
    4.33%       5.06%       6.14% 1
Lipper Intermediate Investment Grade Index
    4.47%       4.93%       5.74%  
 
1
The Since Inception return is shown from 8/31/97.
 
2
The Lehman Brothers Aggregate Index is a market value weighted performance benchmark for government, corporate, mortgage-backed and asset-backed fixed-rate debt securities of all maturities.

 
 
About the Funds Prospectus
34


 

 
American Beacon
 
Intermediate Bond Fund SM  — Institutional Class — (continued)
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Intermediate Bond Fund.
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.25 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.10  
Acquired Fund Fees and Expenses 1
    0.03  
         
Total Annual Fund Operating Expenses 2
    0.38 %
         
 
1
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
2
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
Example
 
 
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $39  
3 Years
    $122  
5 Years
    $213  
10 Years
    $480  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
Prospectus About the Funds
35


 

 
American Beacon
 
Short-Term Bond Fund SM  — Institutional Class
 
 
Investment Objective
 
 
Income and capital appreciation.
 
Principal Strategies
 
 
The Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in obligations of the U.S. Government, its agencies and instrumentalities (some of which are not backed by the full faith and credit of the U.S. Government); corporate debt securities, such as commercial paper, master demand notes, loan participation interests, medium-term notes and funding agreements; mortgage-backed securities; asset-backed securities; and Yankeedollar and Eurodollar bank certificates of deposit, time deposits, bankers’ acceptances and other notes. The Fund seeks capital appreciation by investing in corporate issues whose relative value is expected to increase over time.
 
Currently, the Manager is the sole investment advisor to the Fund.
 
The Fund will only buy debt securities that are investment grade at the time of purchase. Investment grade securities include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two rating organizations rating the securities (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. The Fund, at the discretion of the Manager, may retain a security that has been downgraded below the initial investment criteria.
 
In determining which securities to buy and sell, the Manager employs a top-down fixed income investment strategy, as follows:
 
•  Develop an overall investment strategy, including a portfolio duration target, by examining the current trends in the U.S. economy.
•  Set desired portfolio maturity structure by comparing the differences between corporate and U.S. Government securities of similar duration to judge their potential for optimal return in accordance with the target duration benchmark.
•  Determine the weightings of each security type by analyzing the difference in yield spreads between corporate and U.S. Government securities.
•  Select specific debt securities within each security type.
•  Review and monitor portfolio composition for changes in credit, risk-return profile and comparisons with benchmarks.
 
The Fund may invest in debt obligations of U.S. Government-sponsored enterprises, including the Federal National Mortgage Association (“Fannie Mae”), Federal Home Loan Mortgage Corporation (“Freddie Mac”), Federal Home Loan Banks (“FHLB”), and Federal Farm Credit Banks (“FFCB”). Although chartered or sponsored by Acts of Congress, these entities are not backed by the full faith and credit of the U.S. Government. Freddie Mac and FFCB are supported by the right to borrow from the U.S. Treasury, and FHLB and Fannie Mae are supported by the U.S. Treasury’s discretionary authority to purchase their securities. The Fund’s investments may also include direct obligations of the U.S. Treasury (such as Treasury bills, Treasury notes and Treasury bonds) and obligations issued by the Government National Mortgage Association (commonly referred to as Ginnie Mae), which are backed by the full faith and credit of the U.S. Government.
 
Under normal circumstances, the Fund seeks to maintain a duration of one to three years. Duration is a measure of price sensitivity relative to changes in interest rates. For example, if a bond had a duration of four years, a 1% increase in U.S. Treasury interest rates could be expected to result in a 4% decrease in the value of the bond. Therefore, portfolios with longer durations are typically more sensitive to changes in interest rates. Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term debt obligations. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Interest Rate Risk
The Fund is subject to the risk that the market value of the bonds it holds will decline due to rising interest rates. When interest rates rise, the prices of most bonds go down. The price of a bond is also affected by its maturity.

 
 
About the Funds Prospectus
36


 

 
American Beacon
 
Short-Term Bond Fund SM  — Institutional Class — (continued)
Bonds with longer maturities generally have greater sensitivity to changes in interest rates.
 
Credit Risk
The Fund is subject to the risk that the issuer of a bond, including a U.S. Government agency not backed by the full faith and credit of the U.S. Government, will fail to make timely payment of interest or principal. A decline in an issuer’s credit rating can cause its price to go down.
 
Prepayment and Extension Risk
The Fund’s investments in mortgage-backed securities are subject to the risk that the principal amount of the underlying mortgage may be repaid prior to the bond’s maturity date. If this occurs, no additional interest will be paid on the investment and the Fund may have to invest at a lower rate. Conversely, a decrease in expected prepayments may result in the extension of a security’s effective maturity and a decline in its price.
 
Securities Selection Risk
Securities selected by the Manager for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper Short Investment Grade Bond Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market index do not reflect fees or expenses. Neither the bar chart nor the performance table that follows is intended to indicate how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
   3.34%
(1/1/97 through 12/31/06)
  (3rd Quarter 2001)
Lowest Quarterly Return:
  –1.03%
(1/1/97 through 12/31/06)
  (2nd Quarter 2004)
 
                         
    Average Annual Total Return
    as of 12/31/06
    1 Year   5 Years   10 Years
Short-Term Bond Fund
    5.09%       3.37%       4.88%  
Merrill Lynch 1-3 Yr Gov./ Corp. Index 1
    4.25%       3.20%       4.95%  
Lipper Short Investment Grade Bond Funds Index
    4.40%       2.94%       4.47%  
 
1
The Merrill Lynch 1-3 Yr. Gov./Corp. Index is a market value weighted performance benchmark for government and corporate fixed-rate debt securities with maturities between one and three years.
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Short-Term Bond Fund.
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.25 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.10  
Acquired Fund Fees and Expenses 1
    0.01  
         
Total Annual Fund Operating Expenses 2
    0.36 %
         
 
1
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
2
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.

 
 
Prospectus About the Funds
37


 

 
American Beacon
 
Short-Term Bond Fund SM  — Institutional Class — (continued)
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $37  
3 Years
    $116  
5 Years
    $202  
10 Years
    $456  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
About the Funds Prospectus
38


 

 
American Beacon
 
Treasury Inflation Protected Securities Fund SM  —
Institutional Class
 
 
Investment Objective
 
 
Inflation protection and income.
 
Principal Strategies
 
 
Ordinarily, at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in inflation-indexed debt securities issued by the U.S. Treasury Department and backed by the full faith and credit of the U.S. Government. Up to 20% of the Fund’s assets may be invested in inflation-indexed debt securities issued by U.S. Government agencies or instrumentalities (some of which are not backed by the full faith and credit of the U.S. Government), foreign governments, their agencies or instrumentalities, or U.S. and foreign corporations, as well as fixed income securities that are not indexed to inflation.
 
Inflation-indexed securities, also known as inflation-protected securities, are fixed income instruments structured such that their interest and principal payments are adjusted in order to provide a total return exceeding inflation over the long term. Each inflation-indexed security is tied to a particular inflation index, such as the Consumer Price Index in the U.S. or a comparable measure of inflation in a foreign country. As changes occur in the inflation rate, as represented by the designated index, the value of the security’s principal is adjusted by the same proportion. Interest payments are calculated by multiplying the security’s fixed coupon rate determined at issuance by the adjusted principal and dividing by the number of interest payments per year.
 
The Manager currently allocates the Fund’s assets, generally on an equal basis, between two investment sub-advisors:
 
Brown Brothers Harriman & Co. (“BBH”)
 
NISA Investment Advisors, LLC (“NISA”)
 
The Fund will only buy debt securities that are investment grade at the time of purchase. Investment grade securities include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as other securities rated in one of the four highest rating categories by at least two rating organizations rating the securities (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security.
 
BBH employs a fundamental, bottom-up investment strategy coupled with clearly defined risk parameters designed to capture inefficiencies in the inflation-indexed securities market. NISA’s investment process combines strategic (top-down) and tactical (bottom-up) analysis to determine a strategy whose goal is to outperform the Fund’s benchmark. The sub-advisors may use derivative instruments, such as futures contracts, options and swap agreements as a hedge against interest rate or foreign currency fluctuations.
 
Under normal circumstances, the Fund’s dollar-weighted average maturity is expected to be between five and twenty years. Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term obligations that are not inflation-indexed. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Interest Rate Risk
The Fund is subject to the risk that the market value of the securities it holds will decline due to rising interest rates. When interest rates rise, the prices of most fixed income securities go down. Although the inflation-indexed securities held by the Fund are protected against loss in principal value due to inflation, their prices will be affected by fluctuations in real interest rates. The price of a fixed income security is also affected by its maturity. Securities with longer maturities generally have greater sensitivity to changes in interest rates.
 
Credit Risk
Securities issued directly by the U.S. Government are backed by the full faith and credit of the U.S. Government. However, securities issued by U.S. Government agencies and instrumentalities are not necessarily subject to the same guarantee. The Fund is subject to the risk that the issuer of a bond will fail to make timely payment of interest or principal. A decline in an issuer’s credit rating can cause its price to go down.

 
 
Prospectus About the Funds
39


 

 
American Beacon
 
Treasury Inflation Protected Securities Fund SM  —
Institutional Class — (continued)
 
Income Risk
Because the interest and/or principal payments on an inflation-indexed security are adjusted periodically for changes in inflation, the income distributed by the Fund may be irregular. To achieve a total return greater than the rate of inflation over the long term, the portion of the Fund’s distributions attributable to inflation adjustments must be reinvested in additional Fund shares.
 
Deflation Risk
In a period of sustained deflation, the inflation-indexed securities held by the Fund may not pay any income. Although the U.S. Treasury guarantees to pay at least the original face value of any inflation-indexed securities it issues, other issuers may not offer the same guarantee. As a result, the Fund may suffer a loss during periods of sustained deflation.
 
Derivatives Risk
The use of derivative instruments requires special skills, knowledge and investment techniques that differ from those required for normal portfolio management. Gains or losses from positions in a derivative instrument may be much greater than the derivative’s original cost.
 
Foreign Investing Risk
The Fund may invest a portion of its assets in securities issued by foreign governments or foreign corporations. Overseas investing carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) currency exchange rate fluctuations, (2) political and financial instability, (3) less liquidity and greater volatility of foreign investments, (4) lack of uniform accounting, auditing and financial reporting standards, (5) less government regulation and supervision of foreign stock exchanges, brokers and listed companies, (6) increased price volatility, and (7) delays in transaction settlement in some foreign markets.
 
Securities Selection Risk
Securities selected by a sub-advisor for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Additional Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper Treasury Inflation-Protected Securities (TIPS) Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market index do not reflect fees, expenses or taxes. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
 
     
Highest Quarterly Return:
  2.39%
(1/1/05 through 12/31/06)
  (2nd Quarter 2005)
Lowest Quarterly Return:
  −1.13%
(1/1/05 through 12/31/06)
  (1st Quarter 2006)
 
                 
    Average Annual
    Total Return
    as of 12/31/06
        Since
        Inception
    1 Year   (6/30/04)
Treasury Inflation Protected Securities Fund
    1.05%       2.73%  
Lehman Bros. 1-10 Yr. U.S. TIPS Index 1
    1.56%       3.35%  
Lipper TIPS Index
    −0.09%       3.78%  
 
1
The Lehman Brothers 1-10 Year U.S. TIPS Index is an unmanaged market index comprised of U.S. Treasury inflation-indexed securities with maturities between one and ten years.

 
 
About the Funds Prospectus
40


 

 
American Beacon
 
Treasury Inflation Protected Securities Fund SM  —
Institutional Class — (continued)
 
Fees and Expenses
 
 
The following table describes the fees and expenses that you may pay if you buy and hold shares of the Treasury Inflation Protected Securities Fund.
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.22 %
Distribution (12b-1) Fees
    0.00  
Other Expenses
    0.27  
         
Total Annual Fund Operating Expenses
    0.49 %
         
Expense Reimbursement/(Recoupment)
    0.14 % 1
Net Expenses
    0.35 % 2
 
1
The Manager has contractually agreed to reimburse the Institutional Class of the Fund for Other Expenses through February 29, 2008 to the extent that Total Annual Fund Operating Expenses exceed 0.35%. The contractual expense reimbursement can be changed by approval of a majority of the Fund’s Board of Trustees. In addition, the Manager may decide voluntarily to waive additional fees or reimburse the Fund for other expenses. The Manager can be reimbursed by the Fund for any contractual or voluntary fee waivers or expense reimbursements made on or after the inception date of the Institutional Class of the Fund. Such reimbursements to the Manager will be made only if the reimbursement (a) occurs within three years after the Manager’s own waiver or reimbursement and (b) does not cause the Total Annual Fund Operating Expenses of the Institutional Class of the Fund to exceed 0.35%.
 
2
The contractual expense limitation excludes interest, taxes, brokerage commissions, and extraordinary expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Because the Manager has contractually agreed to reimburse expenses only through February 29, 2008, Net Expenses were used to calculate the cost in year one, and Total Annual Fund Operating Expenses were used to calculate costs for years two through ten. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $36  
3 Years
    $143  
5 Years
    $260  
10 Years
    $602  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
Prospectus About the Funds
41


 

 
 
The Manager
 
 
The Funds have retained American Beacon Advisors, Inc. to serve as their Manager. The Manager, located at 4151 Amon Carter Boulevard, Fort Worth, Texas 76155, is a wholly owned subsidiary of AMR Corporation. The Manager was organized in 1986 to provide investment management, advisory, administrative and asset management consulting services. As of December 31, 2006, the Manager had approximately $57.9 billion of assets under management, including approximately $28.2 billion under active management and $29.7 billion as named fiduciary or financial advisor. Approximately $26.9 billion of the Manager’s total assets under management were related to AMR Corporation.
 
The Manager provides or oversees the provision of all administrative, investment advisory and portfolio management services to the Funds. The Manager
 
•  develops the investment programs for each Fund,
•  selects and changes sub-advisors and master portfolios, where applicable (subject to requisite approvals),
•  allocates assets among sub-advisors,
•  monitors the sub-advisors’ and master portfolio advisors’ investment programs and results,
•  coordinates the investment activities of the sub-advisors to ensure compliance with regulatory restrictions,
•  oversees each Fund’s securities lending activities and actions taken by the securities lending agent, and
•  with the exception of the High Yield Bond, S&P 500 Index, Small Cap Index, International Equity Index, and Treasury Inflation Protected Securities Funds, invests the portion of Fund assets that the sub-advisors determine should be allocated to high quality short-term debt obligations.
 
As compensation for providing management services, the Manager receives an annualized advisory fee that is calculated and accrued daily, equal to the sum of:
 
•  0.25% of the net assets of the Manager’s portion of the Intermediate Bond Fund,
•  0.25% of the net assets of the Short-Term Bond Fund, plus
•  0.10% of the net assets of all other Funds, except the Index Funds.
 
The Manager receives a fee of 0.10% of the net assets of the Balanced Fund (as noted above) plus a fee of 0.15% of the Fund’s net fixed income assets under its management. In addition, the Balanced, Large Cap Value, Large Cap Growth, Mid-Cap Value, Small Cap Value, International Equity, Emerging Markets, High Yield Bond, Intermediate Bond, and Treasury Inflation Protected Securities Funds pay the Manager the amounts due to their respective sub-advisors. The Manager then remits these amounts to the sub-advisors.
 
The Manager also may receive up to 25% of the net annual interest income or up to 25% of loan fees in regards to securities lending activities. Currently, the Manager receives 10% of the net annual interest income from the investment of cash collateral or 10% of the loan fees posted by borrowers. The Securities and Exchange Commission (“SEC”) has granted exemptive relief that permits the Funds to invest cash collateral received from securities lending transactions in shares of one or more private or registered investment companies managed by the Manager.
 
The management fees paid for the Funds for the fiscal year ended October 31, 2006, net of reimbursements and shown as a percentage of average net assets, were as follows:
 
         
    Management
Fund
  Fees
Balanced
    0.28%  
Large Cap Value
    0.29%  
Large Cap Growth
    0.50%  
Mid-Cap Value
    0.72%  
Small Cap Value
    0.51%  
International Equity
    0.34%  
Emerging Markets
    0.83%  
High Yield Bond
    0.52%  
Intermediate Bond
    0.25%  
Short-Term Bond
    0.25%  
 
The management fees paid by the Treasury Inflation Protected Securities Fund for its fiscal year ended December 31, 2006 were 0.22% of average net assets.
 
A discussion of the Board’s consideration and approval of the Management Agreement between the Funds and the Manager and the Investment Advisory Agreements between the sub-advisors and the Manager is available in the semi-annual reports dated June 30, 2006 for the S&P 500 Index, Small Cap Index, International Equity Index, and TIPS Funds and April 30, 2006 for all other Funds.
 
William F. Quinn and Douglas G. Herring are the leaders of the Manager’s portfolio management team that has joint responsibility for the day-to-day management of the Funds, except for the Short-Term Bond Fund. Mr. Quinn and Mr. Herring are responsible for developing each Fund’s investment program and recommending sub-advisors to the Funds’ Board of Trustees. In addition, Mr. Quinn, in conjunction with the team members listed below, oversees the sub-advisors, reviews each sub-advisor’s performance and allocates the Funds’ assets among the sub-advisors and the Manager, as applicable.
 
     
Funds Under Management
 
Team Members
Balanced, Large Cap Value, Mid-Cap Value, Small Cap Value, and Intermediate Bond
  Wyatt Crumpler
Adriana R. Posada
Large Cap Growth, S&P 500 Index, Small Cap Index, and International Equity Index
  Wyatt Crumpler
Cynthia Thatcher
International Equity, Emerging Markets, High Yield Bond, and Treasury Inflation Protected Securities
  Wyatt Crumpler
Kirk L. Brown

 
 
About the Funds Prospectus
42


 

 
Mr. Quinn is Chairman and CEO of the Manager and has served on the portfolio management team since the inception of the Funds in 1987. Mr. Herring is President of the Manager and has served on the portfolio management team since September 2006. Prior to joining the Manager, Mr. Herring was Vice President and Controller of American Airlines, Inc. from August 1998 to March 2006. Mr. Crumpler joined the Manager in January 2007 as Vice President of Trust Investments and a member of the portfolio management team. From January 2004 to January 2007, Mr. Crumpler was Managing Director of Corporate Accounting at American Airlines, Inc. Prior to that time, he was Director of IT Strategy and Finance for American Airlines, Inc. Ms. Posada became Manager of Trust Investments and a member of the team in October 1998. Ms. Thatcher is Manager of Trust Investments and became a member of the team upon joining the Manager in December 1999. Mr. Brown is Managing Director of Trust and Alternative Investments, and he has served on the portfolio management team since February 1994. The Funds’ Statement of Additional Information (“SAI”) provides additional information about the members of the portfolio management team, including other accounts they manage, their ownership in the Funds they manage and their compensation.
 
Michael W. Fields oversees the team responsible for the portfolio management of the Short-Term Bond Fund and a portion of the fixed income assets of the Balanced and Intermediate Bond Funds. Mr. Fields has been with the Manager since it was founded in 1986 and serves as Vice President of Fixed Income Investments. As the leader of the team, Mr. Fields determines the overall strategy for each Fund under his management. In addition to Mr. Fields, the team responsible for the portfolio management of the Balanced, Intermediate Bond and Short-Term Bond Funds includes Patrick A. Sporl and Gyeong Kim. Mr. Sporl has served as the Senior Portfolio Manager to the Balanced Fund since September 2001 and to the Intermediate Bond and Short-Term Bond Funds since January 1999. He is primarily responsible for implementing the strategy outlined by Mr. Fields by determining the Funds’ holdings and characteristics. Ms. Kim has served as Portfolio Manager to the Balanced Fund, Intermediate Bond and Short-Term Bond Funds since November 2002. Prior to becoming a Portfolio Manager, Ms. Kim had been the Manager of Credit Research and Analysis for the Manager since June 1998. She has responsibility for credit and relative value analysis of corporate bonds. The Funds’ SAI provides additional information about Mr. Fields, Mr. Sporl, and Ms. Kim, including other accounts they manage, their ownership in the Funds they manage and their compensation.
 
SSgA
 
 
The S&P 500 Index Fund invests all of its investable assets in the State Street Equity 500 Index Portfolio (the “State Street Portfolio”), which is advised by SSgA Funds Management Inc. (“SSgA FM”). SSgA FM is a subsidiary of State Street Corporation and is located at One Lincoln Street, Boston, Massachusetts 02111. As of December 31, 2006, SSgA FM managed approximately $121.7 billion in assets and, together with its affiliates, which comprise State Street Global Advisors (“SSgA”), the investment management business of State Street Corporation, managed approximately $1.7 trillion in assets. SSgA FM serves as investment advisor, and State Street Bank and Trust Company (“State Street”) serves as administrator, custodian and transfer agent to the State Street Portfolio. As compensation for SSgA FM’s services as investment advisor and State Street’s services as administrator, custodian and transfer agent (and for assuming ordinary operating expenses of the State Street Portfolio, including ordinary audit and legal expenses), State Street receives an advisory fee at an annual rate of 0.045% of the average daily net assets of the State Street Portfolio.
 
SSgA FM manages the State Street Portfolio using a team of investment professionals. The team approach is used to create an environment that encourages the flow of investment ideas. The portfolio managers within the team work together in a cohesive manner to develop and enhance techniques that drive the investment process for the respective investment strategy. This approach requires portfolio managers to share a variety of responsibilities including investment strategy and analysis while retaining responsibility for the implementation of the strategy within any particular portfolio. The approach also enables the team to draw upon the resources of other groups within the firm. Each portfolio management team is overseen by the SSgA Investment Committee. Key professionals involved in the day-to-day portfolio management for the State Street Portfolio include the following: James May and Karl Schneider. Mr. May is a Principal of SSgA and a Principal of SSgA FM. Mr. May is a Senior Portfolio Manager in SSgA FM’s Global Structured Products Team. Mr. May joined SSgA in 1991. Prior to joining the Global Structured Products Group, Mr. May worked in the SSgA Passive U.S. Equity Operations department as a Senior Analyst. As a member of the Developed Markets team, he worked on the formulation of trading strategies for index change trades, Russell reconstitution, and MSCI quarterly rebalancing and Provisional trades. Mr. Schneider is a Principal of SSgA and a Principal of SSgA FM. Mr. Schneider joined SSgA in 1996 as a member of the SSgA Global Fundamental Strategies Team. The Funds’ SAI provides additional information about Mr. May and Mr. Schneider, including other accounts they manage, their ownership in the State Street Portfolio and their compensation.
 
BlackRock Advisors
 
 
The Small Cap Index and International Equity Index Funds invest all of their investable assets in corresponding portfolios of the Quantitative Master Series Trust (“Index Trust”) with similar names and identical investment objectives. The Index Trust is managed by BlackRock Advisors, LLC, a Delaware limited liability

 
 
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company. BlackRock Advisors, LLC, on behalf of the Small Cap Index Series and International Index Series, has a sub-advisory agreement with BlackRock Investment Management, LLC (“BIM”), a Delaware limited liability company. BIM is responsible for the day-to-day management of corresponding portfolios of the Index Trust. BlackRock Advisors LLC and BIM (collectively, “BlackRock”) each is an indirect, wholly owned subsidiary of BlackRock, Inc., one of the world’s largest asset management firms with over $1 trillion in assets under management. Assets under management as of December 31, 2006 were approximately $1.1 trillion. BlackRock serves as investment advisor to the Index Trust. As compensation for providing investment advisory services (and for assuming ordinary operating expenses), BlackRock Advisors, LLC receives an annualized fee of 0.01% of the average daily net assets of the Master Small Cap Index Series and 0.01% of the average daily net assets of the Master International Index Series, a portion of which it pays to BIM as compensation for its services as sub-advisor.
 
The Master Small Cap Index Series and the Master International Index Series (the “Series”) are managed by BlackRock Quantitative Index Management Team. The members of the team are Jeffrey L. Russo and Debra L. Jelilian. Mr. Russo and Ms. Jelilian are jointly and primarily responsible for the day to day management of each Series’ portfolio and the selection of each Series’ investments. Mr. Russo has been a Director of and portfolio manager with BlackRock since 2006. Prior to joining BlackRock, Mr. Russo was a Director of Merrill Lynch Investment Managers, L.P. (“MLIM”) from 2004 to 2006 and was a Vice President thereof from 1999 to 2004. He has been a member of the Series’ management team since 2000. Mr. Russo has eleven years’ experience as a portfolio manager and trader. Ms. Jelilian has been a Director of and portfolio manager with BlackRock since 2006. Prior to joining BlackRock, Ms. Jelilian was a Director of MLIM from 1999 to 2006 and has been a member of the Series’ management team since 2000. Ms. Jelilian has fourteen years’ experience in investing and in managing index investments. The Funds’ SAI provides additional information about Mr. Russo and Ms. Jelilian, including other accounts they manage, their ownership in the Series and their compensation.
 
The Sub-Advisors
 
 
The Manager is the sole investment advisor to the Short-Term Bond Fund. Except for this Fund, each Fund’s assets are allocated among one or more sub-advisors by the Manager. The assets of the Intermediate Bond Fund are allocated by the Manager between the Manager and another sub-advisor. The assets of the Balanced Fund are allocated by the Manager among the Manager and three other sub-advisors. Each sub-advisor has discretion to purchase and sell securities for its segment of a Fund’s assets in accordance with the Fund’s objectives, policies, restrictions and more specific strategies provided by the Manager. Pursuant to an exemptive order issued by the SEC, the Manager is permitted to enter into new or modified investment advisory agreements with existing or new sub-advisors without approval of a Fund’s shareholders, but subject to approval of the Funds’ Board of Trustees (“Board”). The Prospectus will be supplemented if additional sub-advisors are retained or the contract with any existing sub-advisor is terminated.
 
Set forth below is a brief description of each sub-advisor and the portfolio managers with primary responsibility for the day-to-day management of the Funds. The Funds’ SAI provides additional information about the portfolio managers, including other accounts they manage, their ownership in the Funds they manage and their compensation.
 
BARROW, HANLEY, MEWHINNEY & STRAUSS, INC. (“Barrow”), 2200 Ross Avenue, 31st Floor, Dallas, Texas 75201, is a professional investment counseling firm that has been providing investment advisory services since 1979. The firm is a subsidiary of Old Mutual Asset Managers (US) LLC, which is a subsidiary of Old Mutual plc, an international financial services group. As of December 31, 2006, Barrow had discretionary investment management authority with respect to approximately $63 billion of assets, including approximately $2.9 billion of assets of AMR Corporation and its subsidiaries and affiliated entities. Barrow serves as a sub-advisor to the Balanced, Large Cap Value, Mid-Cap Value, Small Cap Value, Intermediate Bond, and Short-Term Bond Funds. The Manager does not presently intend to allocate any of the assets in the Short-Term Bond Fund to Barrow.
 
Barrow manages client assets on a team basis for their equity and fixed income strategies. The members of the team for each Fund are listed below.
 
         
        Business
Name and Title of
  Length of Service
  Experience
Portfolio Managers
  to Fund   Past 5 Years
 
Balanced & Large Cap Value Funds
James P. Barrow
Portfolio Manager/Partner
  Since Inception   Portfolio
Manager/Barrow
         
Mid-Cap Value Fund
       
James P. Barrow
Portfolio Manager/Partner
  Since Inception   Portfolio
Manager/Barrow
         
Mark Giambrone
Portfolio Manager/Partner
  Since Inception   Portfolio
Manager/Barrow 1
         
Small Cap Value Fund        
James S. McClure
Portfolio Manager
  Since 2003   Portfolio
Manager/Barrow
         
John P. Harloe
Portfolio Manager
  Since 2003   Portfolio
Manager/Barrow

 
 
About the Funds Prospectus
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        Business
Name and Title of
  Length of Service
  Experience
Portfolio Managers
  to Fund   Past 5 Years
 
Balanced & Intermediate Bond Funds
John S. Williams
Portfolio Manager
  Since Inception   Portfolio
Manager/Barrow
         
David H. Hardin
Portfolio Manager
  Since Inception   Portfolio
Manager/Barrow
         
J. Scott McDonald
Portfolio Manager
  Since 1994   Portfolio
Manager/Barrow
         
Mark C. Luchsinger
Portfolio Manager
  Since 1996   Portfolio
Manager/Barrow
         
Deborah A. Petruzzelli
Portfolio Manager
  Since 2002   Barrow/
Victory Capital 2
 
1
Prior to 2002, Mark Giambrone was an equity analyst with Barrow.
 
2
Prior to joining Barrow in 2002, Debbie Petruzzelli was a portfolio manager with Victory Capital.
 
Barrow’s equity portfolio managers and analysts work as a team for the purposes of generating and researching investment ideas within the large, mid, and small cap segments of the market. Individual equity security holdings and their weightings in Barrow’s portion of the Balanced, Large Cap Value, Mid-Cap Value, and Small Cap Value Funds are the result of input from both analysts and portfolio managers. However, the ultimate decision for inclusion and weighting in a Fund rests with the portfolio manager for large cap, and with the management team for mid and small cap strategies. While all of Barrow’s equity portfolio managers act as generalists, each portfolio manager also has a specific sector responsibility along with an analyst member of the team. This serves as an internal mentoring process, in addition to assuring that Barrow has adequate coverage across all sectors and market capitalization ranges.
 
Barrow manages its fixed income portion of the Balanced and Intermediate Bond Funds using a team approach, with investment strategy decisions resulting from a consensus of its fixed income professionals — five senior portfolio managers and two dedicated research analysts. All five portfolio managers are generalists, but each also has specific responsibilities for strategic focus on particular aspects of the marketplace and the portfolio structure strategy. Fixed income research responsibilities are divided among the team members, each specializing in areas in which they have particular expertise and interest. Individual bond selection decisions are also consistently made across all portfolios having similar investment objectives.
 
BRANDYWINE GLOBAL INVESTMENT MANAGEMENT, LLC (“Brandywine Global”), Formerly known as Brandywine Asset Management, LLC, 2929 Arch Street, 8th Floor, Philadelphia, PA 19104, is a professional investment advisory firm founded in 1986. Brandywine Global is a wholly owned subsidiary of Legg Mason, Inc. As of December 31, 2006, Brandywine had assets under management totaling approximately $39.3 billion, including approximately $4.2 billion of assets of AMR Corporation and its subsidiaries and affiliated entities. Brandywine Global serves as a sub-advisor to the Balanced, Large Cap Value and Small Cap Value Funds.
 
Brandywine Global Portfolio Managers for the
Balanced and Large Cap Value Funds
 
 
Paul R. Lesutis, CFA, Managing Director, is a member of Brandywine Global’s Executive Committee and serves as lead Portfolio Manager of Brandywine Global’s fundamental large cap value equity strategy. In addition, he is responsible for research coverage of the Banks and Paper & Forest Products sectors, contributing insight and stock recommendations to all of Brandywine Global’s domestic equity products. Mr. Lesutis joined Brandywine Global in 1991 and has served as lead portfolio manager to Brandywine Global’s portion of the Balanced and Large Cap Value Funds since 1996.
 
Earl J. Gaskins, Managing Director, is a lead Portfolio Manager for Brandywine Global’s large cap value and socially responsible large cap value equity strategies and is Co-Manager for the fundamental large cap value equity strategy. He is responsible for research coverage of the Chemicals and Energy sectors, contributing industry insight and stock recommendations to all of Brandywine Global’s equity products. Mr. Gaskins has been with Brandywine Global since 1996 and has co-managed Brandywine Global’s portion of the Balanced and Large Cap Value Funds since 1996.
 
Stephen S. Smith, Managing Director, is a member of Brandywine Global’s Executive Committee, serves as co-lead Portfolio Manager for Brandywine Global’s fixed income and balanced strategies and also contributes his extensive knowledge of global markets and currencies to support the research efforts for international/global value equity strategies. Mr. Smith is also a member of Brandywine Global’s large cap value equity team and is responsible for research coverage of the Tobacco, Healthcare, and Financial Services industries, contributing insight and stock recommendations to all of Brandywine Global’s equity products. He joined Brandywine Global in 1991 and has served as a portfolio manager to Brandywine Global’s portion of the fixed income portion of the Balanced Fund since April 1996.
 
Brandywine Global Portfolio Managers
for the Small Cap Value Fund
 
 
Henry F. Otto, Managing Director, is the founder and Co-Manager for Brandywine Global’s diversified value equity strategy and assists in ongoing research into value investing and designing quantitative evaluation tools. Mr. Otto is a member of Brandywine Global’s Executive Committee. He joined Brandywine Global in 1987 and has served as a portfolio manager to Brandywine Global’s portion of the Small Cap Value Fund since December 1998.
 
Steven M. Tonkovich, Managing Director, is a member of Brandywine Global’s Executive Committee, serves as Co-

 
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Manager for Brandywine Global’s diversified value equity strategy and is integral to ongoing research into value investing, to designing quantitative evaluation tools and to managing Brandywine Global’s information systems. Mr. Tonkovich has been with Brandywine Global since 1989 and has served as a portfolio manager to Brandywine Global’s portion of the Small Cap Value Fund since December 1998.
 
BROWN BROTHERS HARRIMAN & CO. (“BBH”), 140 Broadway, New York, New York 10005, is a privately held bank established in 1818. BBH has established a separately identifiable department, Brown Brothers Harriman Mutual Fund Advisory Department (“BBHMFAD”) to provide investment advice to mutual funds. As of December 31, 2006, BBH managed approximately $43.7 billion and BBHMFAD managed approximately $4.3 billion in assets, including approximately $17 million of assets of AMR Corporation and its subsidiaries and affiliated entities. BBH serves as a sub-advisor to the Treasury Inflation Protected Securities Fund.
 
James John Evans, Portfolio Manager for BBH and BBHMFAD, has managed a portion of the Treasury Inflation Protected Securities Fund since its inception in June 2004. Mr. Evans has served as a Portfolio Manager to BBH since 1996 and BBHMFAD since 2001.
 
CAUSEWAY CAPITAL MANAGEMENT LLC (“Causeway”), 11111 Santa Monica Blvd., Suite 1500, Los Angeles, California 90025, is an international and global equity investment management firm. Causeway began operations in June 2001. As of December 31, 2006, Causeway had approximately $18.2 billion in assets under management, including approximately $1.8 billion of assets of AMR Corporation and its subsidiaries and affiliated entities. Causeway serves as a sub-advisor to the International Equity Fund.
 
Causeway’s portion of the International Equity Fund is managed by a team of portfolio managers comprised of Sarah H. Ketterer, Harry W. Hartford, James A. Doyle, Jonathan P. Eng and Kevin Durkin.
 
Sarah H. Ketterer is the Chief Executive Officer of Causeway and is responsible for research in the global financials and healthcare sectors. Ms. Ketterer co-founded Causeway in June 2001. Prior to that, she was with the Hotchkis and Wiley division of Merrill Lynch Investment Managers, L.P. (“MLIM”) since 1996, where she was a Managing Director and co-head of the International and Global Value Equity Team in Los Angeles. Ms. Ketterer has co-managed the Fund since May 1993.
 
Harry W. Hartford is the President of Causeway and is responsible for research in the global financials and materials sectors. Mr. Hartford co-founded Causeway in June 2001. Prior to that, he was with the Hotchkis and Wiley division of MLIM since 1996, where he was a Managing Director and co-head of the International and Global Value Equity Team in Los Angeles. Mr. Hartford has co-managed the Fund since May 1994.
 
James A. Doyle is a Director of Causeway and is responsible for research in the global consumer discretionary, financials and information technology sectors. He joined the firm in June 2001. Previously, Mr. Doyle was with the Hotchkis and Wiley division of MLIM since 1997, where he was a Vice President and the head of investment research for the International and Global Value Equity Team in Los Angeles. Mr. Doyle has co-managed the Fund since January 2006.
 
Jonathan P. Eng is a Director of Causeway and is responsible for research in the consumer discretionary, industrials and materials sectors. Mr. Eng joined the firm in July 2001. From 1997 to July 2001, Mr. Eng was with the Hotchkis and Wiley division of MLIM in Los Angeles and London, where he was an equity research associate for the International and Global Value Equity Team. Mr. Eng has co-managed the Fund since January 2006.
 
Kevin Durkin is a Vice President of Causeway and is responsible for research in the global consumer staples, industrials and energy sectors. Mr. Durkin joined the firm in June 2001. From 1999 to June 2001, Mr. Durkin was with the Hotchkis and Wiley division of MLIM in Los Angeles, where he was an equity research associate for the International and Global Value Equity Team. Mr. Durkin has co-managed the Fund since January 2006.
 
DREMAN VALUE MANAGEMENT, LLC (“Dreman”), Harborside Financial Center, Plaza 10, Suite 800, Jersey City, New Jersey 07311, is an independently owned investment advisor founded in 1997, with predecessor firms dating back to 1977. As of December 31, 2006, Dreman had approximately $21.6 billion of assets under management, which included approximately $391 million of assets of AMR Corporation and its subsidiaries and affiliated entities. Dreman serves as a sub-advisor to the Small Cap Value Fund.
 
David N. Dreman is the Lead Portfolio Manager for Dreman’s portion of the Small Cap Value Fund. Mr. Dreman has over 30 years of investment experience and has served as Chairman and Chief Investment Officer of Dreman and its predecessor firms since 1977. Mr. Dreman has managed Dreman’s portion of the Fund since August 2005. Mark Roach and E. Clifton Hoover, Jr. serve as portfolio managers for Dreman’s portion of the Fund. Mr. Roach has been Managing Director and Portfolio Manager of Dreman since 2006. From 2002 to 2006, he was a Portfolio Manager at Vaughan Nelson Investment Management. Mr. Roach has managed Dreman’s portion of the Fund since November 2006. Mr. Hoover has been Managing Director and Co-Chief Investment Officer of Large Cap Value Strategy for Dreman since 2006. From 1997 to 2006, he was Managing Director and a Portfolio Manager at NFJ Investment Group. Mr. Hoover has managed Dreman’s portion of the Fund since November 2006.
 
FRANKLIN ADVISERS, INC. (“Franklin”), One Franklin Parkway, San Mateo, California 94403, is a wholly-owned subsidiary of Franklin Resources, Inc., a global investment organization operating as Franklin

 
 
About the Funds Prospectus
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Templeton Investments. Franklin Templeton Investments provides global and domestic investment management services, through its Franklin, Templeton, Fiduciary Trust, Mutual Series, and Darby Investments subsidiaries. The San Mateo, CA-based company has over 60 years of investment experience and $552.9 billion in assets under management as of December 31, 2006. Of this amount, approximately $1.6 billion were assets of AMR Corporation and its subsidiaries and affiliated entities. Franklin serves as a sub-advisor to the High Yield Bond Fund.
 
Eric Takaha, Senior Vice President and Director of Corporate Credit and High Yield for the Franklin Templeton Fixed Income Group, is the lead portfolio manager of the team that has primary responsibility for managing Franklin’s portion of the Fund. Mr. Takaha joined Franklin’s High Yield team in 1989 and has managed Franklin’s portion of the Fund since September 2006. Chris Molumphy and Glenn Voyles share responsibility for investment decision-making with Mr. Takaha. Mr. Molumphy, Executive Vice President and Chief Investment Officer for the Franklin Templeton Fixed Income Group, joined Franklin in 1988 and has managed Franklin’s portion of the Fund since September 2006. Mr. Voyles, Vice President for the Franklin Templeton Fixed Income Group, joined Franklin in 1993 and has managed Franklin’s portion of the Fund since September 2006.
 
GOLDMAN SACHS ASSET MANAGEMENT, L.P. (“GSAM”), 32 Old Slip, New York, New York 10005, has been registered as an investment advisor with the SEC since 1990 and is an affiliate of Goldman, Sachs & Co. (“Goldman Sachs”). As of December 31, 2006, GSAM along with other units of the Investment Management Division of Goldman Sachs, had assets under management of $664.4 billion, including approximately $40.3 million of assets of AMR Corporation and its subsidiaries and affiliates entities. GSAM serves as a sub-advisor to the Large Cap Growth Fund.
 
Melissa R. Brown is a Senior Portfolio Manager responsible for U.S. portfolios for GSAM’s Global Quantitative Equity (GQE) Group. A member of the GQE Investment Policy Committee, she is involved with all aspects of the portfolio management process. Ms. Brown joined Goldman in 1998 and began co-managing GSAM’s portion of the Large Cap Growth Fund as of its inception in July 2000.
 
Gary Chropuvka, Managing Director, is Head of Portfolio Implementation for GSAM’s GQE Group. He is responsible for the day-to-day implementation and trading of the Fund. Mr. Chropuvka is also a member of the GQE Investment Policy Committee. Gary joined GSAM in March 1998 working on private equity partnerships and became a co-manager to GSAM’s portion of the Fund in July 2000.
 
HOTCHKIS AND WILEY CAPITAL MANAGEMENT, LLC (“Hotchkis”), 725 South Figueroa Street, 39th Floor, Los Angeles, California 90017, is a professional domestic equity management firm. Hotchkis was formed in October 2001 from the key domestic equity management personnel at Merrill Lynch Investment Managers, L.P., a former sub-advisor to the Funds. As of December 31, 2006, Hotchkis had approximately $35.5 billion in assets under management, including approximately $1.5 billion of assets of AMR Corporation and its subsidiaries and affiliated entities. Hotchkis serves as a sub-advisor to the Balanced, Large Cap Value and Small Cap Value Funds.
 
In addition to the Funds, Hotchkis manages institutional separate accounts and is the advisor and sub-advisor to other mutual funds. The investment process is the same for similar accounts, including the Funds and is driven by team-oriented, in-depth, fundamental research. The investment research staff is organized by industry coverage and supports all of the accounts managed in each of Hotchkis’ investment strategies. Weekly research meetings provide a forum where analysts and portfolio managers discuss current investment ideas within their assigned industries. Generally, the entire investment team, or a sub-set of the team, then debates the merits of recommendations, taking into account the prevailing market environment, the portfolio’s current composition, and the relative value of alternative investments. The culmination of this process is the formation of a “target portfolio” for each investment strategy representing the best investment ideas with appropriate weights for each of the holdings.
 
Although the Balanced (equity portion), Large Cap Value and Small Cap Value Funds are managed by Hotchkis’ investment team, Hotchkis has identified the five portfolio managers with the most significant responsibility for Hotchkis’ portion of each Fund’s assets. This list does not include all members of the investment team.
 
Hotchkis Portfolio Managers for the
Balanced and Large Cap Value Funds
 
 
George Davis, Patricia McKenna, Sheldon Lieberman, Stan Majcher, and David Green participate in the investment decision process during the group meetings in which the team decides the stock/weight selection for the target portfolio. They have authority to direct trading activity for the Funds. Mr. Majcher and Mr. Green are jointly responsible for the day-to-day management of the Funds’ cash flows, which includes directing the Funds’ purchases and sales to ensure that the Funds’ holdings remain reflective of the “target portfolio.”
 
Mr. Davis, currently Principal, Portfolio Manager and Chief Executive Officer, joined Hotchkis in 1988 as Portfolio Manager and Analyst and became a portfolio manager to the Funds at that time. Ms. McKenna, currently Principal and Portfolio Manager, joined Hotchkis in 1995 as Portfolio Manager and Analyst, at which time she began managing Hotchkis’ portion of the Funds. Mr. Lieberman, currently Principal and Portfolio Manager, joined Hotchkis in 1994 as Portfolio Manager and Analyst and has managed Hotchkis’ portion of the Funds since then. Mr. Majcher, currently Principal and Portfolio Manager, joined Hotchkis in 1996 as Analyst and became Portfolio Manager in 1999. He has served as portfolio

 
 
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manager to Hotchkis’ portion of the Funds since 1999. Mr. Green, currently Principal and Portfolio Manager, joined Hotchkis in 1997 as Portfolio Manager and Analyst. He has managed Hotchkis’ portion of the Funds since 1997.
 
Hotchkis Portfolio Managers
for the Small Cap Value Fund
 
 
David Green, Jim Miles, Stan Majcher, George Davis, and Judd Peters participate in the investment decision process during the group meetings in which the team decides the stock/weight selection for the target portfolio. They have authority to direct trading activity for the Fund. Mr. Green, Mr. Miles and Mr. Majcher are jointly responsible for the day-to-day management of the Fund’s cash flows, which includes directing the Fund’s purchases and sales to ensure that the Fund’s holdings remain reflective of the “target portfolio.”
 
Mr. Green, currently Principal and Portfolio Manager, joined Hotchkis in 1997 as Portfolio Manager and Analyst. He has managed the Fund since 1999. Mr. Miles, currently Principal and Portfolio Manager, joined Hotchkis in 1995 as Portfolio Manager and Analyst. He has served as portfolio manager to the Fund since 1999. Mr. Majcher, currently Principal and Portfolio Manager, joined Hotchkis in 1996 as Analyst and became Portfolio Manager in 1999, at which time he became a portfolio manager to Hotchkis’ portion of the Fund. Mr. Davis, currently Principal, Portfolio Manager and Chief Executive Officer, joined Hotchkis in 1988 as Portfolio Manager and Analyst. He has served as portfolio manager to Hotchkis’ portion of the Funds since 1999. Mr. Peters, currently Portfolio Manager, joined Hotchkis in 1999 as an Analyst and became portfolio manager in 2002. He has served as Portfolio Manager to Hotchkis’ portion of the Fund since 2002.
 
LAZARD ASSET MANAGEMENT LLC (“Lazard”), 30 Rockefeller Plaza, New York, New York 10112, an SEC registered investment advisor, is a subsidiary of Lazard Frères & Co. LLC, a registered broker-dealer. Lazard and its affiliates provided investment management services to client discretionary accounts with assets totaling approximately $97.7 billion as of December 31, 2006, including approximately $1.1 billion of assets of AMR Corporation and its subsidiaries and affiliated entities. Lazard serves as a sub-advisor to the International Equity Fund.
 
The following individuals comprise Lazard’s International Equity management team, which is responsible for the day to day management of a portion of the International Equity Fund. Responsibility is shared equally among each member of the team.
 
John R. Reinsberg is a Deputy Chairman of Lazard with responsibility for international and global products. He also oversees the day-to-day operations of Lazard’s International Equity investment team. He joined Lazard in 1992 and began working in the investment field in 1981. Mr. Reinsberg has managed the Fund since March 1999.
 
Michael A. Bennett is a Managing Director of Lazard and a Portfolio Manager for the International Equity, International Equity Select, European Equity Select, and Global Equity teams. He joined Lazard in 1992 and has worked in the investment field since 1987. Mr. Bennett has managed Lazard’s portion of the Fund since May 2003.
 
Michael G. Fry joined Lazard in 2005 as a Managing Director and is also a Managing Director and Portfolio Manager within Lazard Asset Management Limited in London. From 1995 to 2005, Mr. Fry held several positions at UBS Global Asset Management, including Lead Portfolio Manager and Head of Global Equity Portfolio Management, Global Head of Equity Research and Head of Australian Equities. Mr. Fry began working in the investment field in 1987. He has managed Lazard’s portion of the Fund since November 2005.
 
METROPOLITAN WEST CAPITAL MANAGEMENT, LLC (“MetWest Capital”), 610 Newport Center Drive, Suite 1000, Newport Beach, California 92660, is an SEC registered investment advisor founded in 1997. The firm is majority owned by Evergreen Investments, a division of Wachovia Corporation and minority owned by its key professionals. As of December 31, 2006, MetWest Capital had approximately $6.9 billion of assets under management, which included approximately $1.4 billion of assets of AMR Corporation and its subsidiaries and affiliated entities. MetWest Capital serves as a sub-advisor to the Large Cap Value and Small Cap Value Funds.
 
Howard Gleicher oversees the MetWest Capital investment team with responsibility for a portion of the Large Cap Value Fund. Mr. Gleicher has served as Chief Investment Officer since MetWest Capital’s inception in August 1997 and has managed MetWest Capital’s portion of the Large Cap Value Fund since November 2000. In addition to Mr. Gleicher, the Large Cap Value Fund’s investment team includes Gary W. Lisenbee, David M. Graham, Jeffrey Peck, and Jay Cunningham. Mr. Lisenbee has served as President since MetWest Capital’s inception in August 1997 and has managed MetWest Capital’s portion of the Large Cap Value Fund since November 2000. Mr. Graham has served as Research Analyst since September 2000 and has managed MetWest Capital’s portion of the Large Cap Value Fund since November 2000. From May 2000 through September 2000, he was a Senior Portfolio Manager and Research Analyst at Wells Fargo. From 1987 through 1999, he served as Vice President and Director of Research at Palley-Needelman Asset Management, Inc. Mr. Peck has served as Research Analyst since March 2004 and has managed MetWest Capital’s portion of the Large Cap Value Fund since that time. From 2002 to March 2004, he was an equity research analyst with Janney Montgomery Scott, LLC. From 1998 through November 2001, he served as an equity research analyst at Bear Stearns & Company, Inc. Mr. Cunningham has served as Research Analyst since November 2005 and has managed MetWest Capital’s portion of the Large Cap Value Fund since May 2006. From August 2003 to November 2005, he was a Senior Analyst with Hibernia

 
 
About the Funds Prospectus
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Southcoast Capital. From June 2001 through July 2003, he served as a Senior Analyst for AIM Investments.
 
Gary W. Lisenbee and Samir Sikka have joint responsibility for managing MetWest Capital’s portion of the Small Cap Value Fund. Mr. Lisenbee has managed the Fund since August 2005. Mr. Sikka has served as Co-Lead Strategist since February 2007, Research Analyst since July 2006, and has managed MetWest Capital’s portion of the Small Cap Value Fund since July 2006. From April 1999 to February 2006, he was a Senior Analyst with Trust Company of the West. In addition to Messrs. Lisenbee and Sikka, the Small Cap Value Fund’s investment team also includes Mrs. Ellie Chizmarova. Mrs. Chizmarova has served as a Research Analyst since June 2003 and has managed MetWest Capital’s portion of the Small Cap Value Fund since August 2005. From 2001 to June 2003, she was a Technical Support Analyst with MetWest Capital.
 
MORGAN STANLEY INVESTMENT MANAGEMENT INC. (“MSIM Inc.”), 1221 Avenue of the Americas, New York, New York 10020, is a direct subsidiary of Morgan Stanley. As of December 31, 2006, MSIM Inc., together with its affiliated asset management companies, managed assets of approximately $492.2 billion, including approximately $398.5 million of assets of AMR Corporation and its subsidiaries and affiliated entities. MSIM Inc. serves as a sub-advisor to the Emerging Markets Fund.
 
MSIM Inc. has entered into a sub-advisory agreement, whereby MSIM Inc. may delegate certain of its investment advisory services to Morgan Stanley Investment Management Company (“MSIM Company”), an affiliated investment adviser located at 23 Church Street, #16-01 Capital Square, Singapore, Singapore 049481.
 
MSIM Inc.’s Emerging Markets Equity team manages a portion of the Emerging Markets Fund. The team consists of portfolio managers and analysts who work collaboratively when making portfolio decisions. Members of the team who are jointly and primarily responsible for the day-to-day management of the Fund are: Ruchir Sharma, a Managing Director of MSIM Inc., James Cheng, a Managing Director of MSIM Company, and Paul Psaila, Eric Carlson, William Scott Piper and Ana Cristina Piedrahita, each an Executive Director of MSIM Inc.
 
Mr. Sharma has been associated with MSIM Inc. in an investment management capacity since 1996 and has managed MSIM Inc.’s portion of the Emerging Markets Fund since its inception in 2000. Mr. Cheng has been associated with MSIM Company in an investment management capacity and has been a member of the team managing MSIM Inc.’s portion of the Emerging Markets Fund since August 2006. Prior to joining MSIM Company, Mr. Cheng worked in an investment management capacity at Invesco Asia Limited, Asia Strategic Investment Management Limited and Munich Re Asia Capital Management Limited. Mr. Psaila has been associated with MSIM Inc. in an investment management capacity since 1994 and has been a member of the team managing MSIM Inc.’s portion of the Emerging Markets Fund since its inception in 2000. Mr. Carlson has been associated with MSIM Inc. in an investment management capacity since September 1997 and has been a member of the team managing MSIM Inc.’s portion of the Emerging Markets Fund since August 2006. Mr. Piper has been associated with MSIM Inc. in an investment management capacity since December 2002 and has been a member of the team managing MSIM Inc.’s portion of the Emerging Markets Fund since August 2006. Prior to joining MSIM Inc., Mr. Piper was a portfolio manager at Deltec Asset Management. Ms. Piedrahita has been associated with MSIM Inc. in an investment management capacity since January 2002 and has been a member of the team managing MSIM Inc.’s portion of the Emerging Markets Fund since August 2006. Prior to joining MSIM Inc., Ms. Piedrahita was an equity analyst at Fidelity Investments.
 
Mr. Sharma is the lead portfolio manager and is responsible for overall portfolio performance and construction. Mr. Sharma focuses on country allocation, relying heavily on input from the regional co-portfolio manager teams who are responsible for stock selection for their respective regions. Portfolio managers generally specialize by region, with the exception of a few specialized groups focusing on specific sectors.
 
NISA INVESTMENT ADVISORS, LLC (“NISA”), 150 N. Meramec Avenue, Suite 640, St. Louis, Missouri 63105, is an employee-owned investment advisory firm that began managing assets in 1994. As of December 31, 2006, NISA had assets of approximately $28.8 billion under management, including approximately $1.9 billion of assets of AMR Corporation and its subsidiaries and affiliated entities. NISA serves as a sub-advisor to the Treasury Inflation Protected Securities Fund.
 
NISA’s Investment Committee develops the investment strategy for NISA’s portion of the Treasury Inflation Protected Securities Fund. The Investment Committee comprises Dr. Jess Yawitz, Dr. William Marshall and Mr. Ken Lester. Dr. Yawitz is NISA’s Chairman and Chief Executive Officer. Dr. Marshall is NISA’s President. Mr. Lester is NISA’s Managing Director, Fixed Income and Derivatives. Each has held these or comparable positions since the firm’s inception in 1994. Drs. Yawitz and Marshall lead the portfolio management team that has joint responsibility for the day-to-day management of the Fund and oversee the personnel responsible for implementing the strategy. Although Mr. Lester is part of the Investment Committee, he has no other direct involvement with the Fund. Mohan Balachandran and Anthony Pope, Senior Investment Officers, Fixed Income Trading, are responsible for implementing NISA’s strategy for the Fund on a day-to-day basis. Dr. Balachandran and Mr. Pope have served as Fixed Income Investment Officers since 1997 and 1999, respectively. The NISA portfolio management team has managed the Fund since its inception in June 2004.
 
OPUS CAPITAL GROUP, LLC (“Opus”), 1 West Fourth Street, 25th Floor, Cincinnati, Ohio 45202, is an

 
 
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employee-owned registered investment advisor established in 1996. As of December 31, 2006, Opus had assets under management of approximately $1.1 billion, including approximately $475 million of assets of AMR Corporation and its subsidiaries and affiliated entities. Opus serves as a sub-advisor to the Small Cap Value Fund.
 
The Investment Committee at Opus is comprised of Len Haussler, President and Portfolio Manager, Kevin Whelan, Vice President and Portfolio Manager, and Jon Detter, Portfolio Manager. Opus has a team approach to the buying and selling of individual securities, and a consensus is usually formed before any purchase or sale of a security is initiated. If there is a lack of consensus, the Portfolio Manager makes the final decision. If the Portfolio Manager is out of the office and unavailable for consultation, the remaining members of the Investment Committee are authorized to make investment decisions.
 
Len A. Haussler co-founded Opus in 1996 and serves as the lead portfolio manager for the firm. Mr. Haussler develops the investment strategy, directs investments and oversees trading for all client portfolios. He has over 25 years of investment experience and has managed a portion of the Small Cap Value Fund since January 2005.
 
Kevin P. Whelan has served as Vice President and Portfolio Manager of Opus since 1998. He is primarily responsible for conducting research and directing trades. Mr. Whelan has over nine years of investment experience and has managed a portion of the Fund since January 2005.
 
Jonathon M. Detter has served as Portfolio Manager for Opus since 2003. He is primarily responsible for conducting research and directing trades. Prior to joining Opus, Mr. Detter valued private and public firms at Valuation Research Company and Arthur Andersen LLP. He has over five years of investment and valuation experience and has managed a portion of the Fund since January 2005.
 
POST ADVISORY GROUP, LLC (“Post”), 11755 Wilshire Blvd., Suite 1400, Los Angeles, California 90025, is a high yield fixed income management firm and the successor advisory entity of Post Advisory Group, Inc., initially founded by Lawrence Post in April 1992. Post is majority owned by Principal Global Investors, LLC. As of December 31, 2006, Post had assets under management totaling approximately $9 billion, including approximately $286 million of assets of AMR Corporation and its subsidiaries and affiliated entities. Post serves as sub-advisor to the High Yield Bond Fund.
 
As a firm, Post utilizes a co-manager system to protect the client and to ensure continuity of performance. The High Yield Bond Fund has been managed by Lawrence Post since its inception in December 2000, and Allan Schweitzer became co-manager in 2004. Lawrence Post, Chief Executive Officer, President and Chief Investment Officer of Post, has overall responsibility for the Fund’s portfolio and investment process. Mr. Post has over 30 years of experience in the investment business, including 25 years in the high yield bond area. Mr. Schweitzer joined Post in 2000 from Trust Company of the West where he was a senior high yield analyst specializing in healthcare, media, and lodging research. He has over twelve years of experience in the high yield bond area.
 
PZENA INVESTMENT MANAGEMENT, LLC (“Pzena”), 120 West 45th Street, 20th Floor, New York, New York 10036, is a majority employee-owned investment management firm founded in 1995. As of December 31, 2006, Pzena had assets of approximately $27.3 billion under management, including approximately $51.1 million of assets of AMR Corporation and its subsidiaries and affiliated entities. Pzena serves as a sub-advisor to the Mid-Cap Value Fund.
 
Investment decisions for the portion of the Mid-Cap Value Fund sub-advised by Pzena are made by a three-person investment team. The team consists of Richard S. Pzena, John P. Goetz and Manoj Tandon. Each member has equal weight in determining how research findings are translated into an earnings model. Further, all decisions require unanimous consent of the three individuals. Should one of the members become unavailable for either planned or unplanned reasons, the remaining members would continue the process.
 
Mr. Pzena is Managing Principal, Chief Executive Officer, Co-Chief Investment Officer and Founder of Pzena. He has served on the portfolio management team since the inception of the Mid-Cap Value Fund in June 2004 and has been with Pzena since its inception in January 1996. Mr. Goetz is a Managing Principal and Co-Chief Investment Officer of Pzena as of January 1, 2005. Prior to becoming Co-CIO, Mr. Goetz was Director of Research for Pzena. He has also served on the Fund’s portfolio management team since its inception and has been with Pzena since 1996. Manoj Tandon is a Principal and Portfolio Manager at Pzena. Prior to joining Pzena in 2002, Mr. Tandon was Associate Analyst for the Global Software and IT Services Strategy team at Deutsche Bank and a member of its Enterprise Software Research team from 1999 to 2002. He began managing Pzena’s portion of the Fund in January 2006.
 
SSgA FUNDS MANAGEMENT, INC. (“SSgA FM”), One Lincoln Street, Boston, Massachusetts 02111, is a subsidiary of State Street Corporation and an affiliate of State Street Bank and Trust Company. As of December 31, 2006, SSgA FM managed approximately $121.7 billion in assets and, together with its affiliates, which comprise State Street Global Advisors (“SSgA”), the investment management business of State Street Corporation, managed approximately $1.7 trillion in assets. SSgA FM serves as the sub-advisor to the Small Cap Value Fund.
 
SSgA FM’s portion of the Small Cap Value Fund is managed by a team of investment professionals. The team approach is used to create an environment that encourages the flow of investment ideas. The portfolio managers within the team work together in a cohesive manner to develop and enhance techniques that drive the

 
 
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investment process for the respective investment strategy. This approach requires portfolio managers to share a variety of responsibilities including investment strategy and analysis while retaining responsibility for the implementation of the strategy within any particular portfolio. The approach also enables the team to draw upon the resources of other groups within the firm. Each portfolio management team is overseen by the SSgA Investment Committee. Key professionals involved in the day-to-day portfolio management for the Small Cap Value Fund include the following: Chuck Martin is a Vice President of SSgA and a Principal of SSgA FM and has served as a Portfolio Manager in the SSgA Enhanced Equity Group since 2001. Prior to joining SSgA, Mr. Martin was an equity analyst at SunTrust Equitable Securities. Ric Thomas is a Managing Director of SSgA and a Principal of SSgA FM and has served as Department Head and Deputy Department Head of the SSgA Enhanced Equity Group since 1998. Mr. Martin and Mr. Thomas have managed SSgA FM’s portion of the Small Cap Value Fund since August 2005.
 
TEMPLETON INVESTMENT COUNSEL, LLC (“Templeton”), 500 East Broward Blvd., Suite 2100, Fort Lauderdale, Florida 33394, is an indirect wholly owned subsidiary of Franklin Resources, Inc., a global investment organization operating as Franklin Templeton Investments. Franklin Templeton Investments provides global and domestic investment management services, through its Franklin, Templeton, Mutual Series and Fiduciary Trust subsidiaries. The San Mateo, CA-based company has over 60 years of investment experience and more than $552.9 billion in assets under management as of December 31, 2006. Of this amount, approximately $1.6 billion were assets of AMR Corporation and its subsidiaries and affiliated entities. Templeton serves as a sub-advisor to the International Equity Fund.
 
Gary P. Motyl has served as a portfolio manager to Templeton’s portion of the International Equity Fund since the Fund’s inception in August 1991. Mr. Motyl is President of Templeton and Chief Investment Officer of Templeton Institutional Global Equities. He joined Templeton in 1981.
 
THE BOSTON COMPANY ASSET MANAGEMENT, LLC (“The Boston Company”), One Boston Place, Boston, Massachusetts 02108, is a subsidiary of Mellon Financial Corporation. Assets under management as of December 31, 2006 were $72.7 billion, including approximately $2.0 billion of assets of AMR Corporation and its subsidiaries and affiliated entities. Certain of the assets managed by The Boston Company are managed as dual officers of affiliated entities. The Boston Company serves as a sub-advisor to the Small Cap Value, International Equity and Emerging Markets Funds.
 
The Boston Company Portfolio
Managers for the Small Cap Value Fund
 
 
Joseph M. Corrado, Senior Vice President, is the lead portfolio manager for the US Small Cap Value Equity strategy for The Boston Company and he oversees the US Small Cap Value team. Mr. Corrado joined The Boston Company in 1986. Stephanie K. Brandaleone, Vice President, and Edward R. Walter, Vice President, have served as US Small Cap Value Equity portfolio managers for The Boston Company since February 1999 and May 2004, respectively. Prior to becoming portfolio managers, both Ms. Brandaleone and Mr. Walter served as research analysts, and they continue to fulfill certain research responsibilities in conjunction with their portfolio management duties. Ms. Brandaleone’s research role involves covering a broad range of industries and special situations, while Mr. Walter focuses on the Health Care, Technology, Business Services and Industrial sectors. Mr. Corrado, Ms. Brandaleone and Mr. Walter have managed a portion of the Small Cap Value Fund since September 2004.
 
The Boston Company Portfolio
Managers for the Emerging Markets
and International Equity Funds
 
 
D. Kirk Henry is the Director of International Value Equities for The Boston Company. He is the lead portfolio manager for the International Value and Emerging Markets strategies. Mr. Henry joined The Boston Company in 1994. He has served as a portfolio manager for a portion of the Emerging Markets Fund since August 2000 and a portion of the International Equity Fund since September 2004. Clifford A. Smith, Senior Vice President, and Carolyn M. Kedersha, Senior Vice President, have been with The Boston Company since 1998 and 1988, respectively. Prior to becoming portfolio managers in March 2003, they each served as research analysts. Mr. Smith has served as a portfolio manager for a portion of the International Equity Fund since September 2004, and Ms. Kedersha has served as a portfolio manager to a portion of the Emerging Markets Fund since March 2003. Both Mr. Smith and Ms. Kedersha continue to conduct research on a variety of regions and sectors. Mr. Smith focuses on global technology and European capital goods companies, while Ms. Kedersha targets companies located in the United Kingdom, Greece, Egypt, Turkey, Israel, Russia, and Latin America.
 
THE RENAISSANCE GROUP LLC (“Renaissance”), The Baldwin Center, 625 Eden Park Drive, Suite 1200, Cincinnati, Ohio 45202, is an investment advisor that has specialized in growth equity management since 1978. Renaissance operates under the name of Renaissance Investment Management and is majority owned by Affiliated Managers Group, Inc., a publicly traded asset management company. As of December 31, 2006, Renaissance had $6.0 billion in assets under management, which included approximately $40.2 million of assets of AMR Corporation and its subsidiaries and affiliated entities. Renaissance serves as a sub-advisor to the Large Cap Growth Fund.
 
Michael E. Schroer, Renaissance’s Chief Investment Officer and Managing Partner, serves as portfolio manager for Renaissance’s portion of the Large Cap Growth Fund.

 
 
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Mr. Schroer joined Renaissance in 1984 and has managed Renaissance’s portion of the Fund since September 2006.
 
All other assets of AMR Corporation, Inc. and its affiliates under management by each respective sub-advisor (except assets managed by Barrow and NISA under the HALO Bond Program) are considered when calculating the fees for each sub-advisor. Including these assets lowers the investment advisory fees for each applicable Fund.
 
Valuation of Shares
 
 
The price of each Fund’s shares is based on its net asset value (“NAV”) per share. Each Fund’s NAV is computed by adding total assets, subtracting all of the Fund’s liabilities, and dividing the result by the total number of shares outstanding. Equity securities are valued based on market value. Debt securities (other than short-term securities) usually are valued on the basis of prices provided by a pricing service. In some cases, the price of debt securities is determined using quotes obtained from brokers.
 
Securities may be valued at fair value, as determined in good faith and pursuant to procedures approved by a Fund’s or Portfolio’s applicable Board of Trustees, under certain limited circumstances. For example, fair value pricing will be used when market quotations are not readily available or reliable, as determined by the Manager, such as when (i) trading for a security is restricted or stopped; (ii) a security’s trading market is closed (other than customary closings); or (iii) a security has been de-listed from a national exchange. A security with limited market liquidity may require fair value pricing if the Manager determines that the available price does not reflect the security’s true market value. In addition, if a significant event that the Manager determines to affect the value of one or more securities held by a Fund occurs after the close of a related exchange but before the determination of the Fund’s NAV, fair value pricing may be used on the affected security or securities. Fair value pricing may be used by any of the Funds, but certain Funds are more likely to hold securities requiring fair value pricing. The Emerging Markets Fund, International Equity Fund and Master International Index Series often fair value securities as a result of significant events occurring after the close of the foreign markets in which these Funds invest. In addition, the High Yield Bond Fund may invest in illiquid securities requiring fair value pricing.
 
Attempts to determine the fair value of securities introduce an element of subjectivity to the pricing of securities. As a result, the price of a security determined through fair valuation techniques may differ from the price quoted or published by other sources and may not accurately reflect the market value of the security when trading resumes. If a reliable market quotation becomes available for a security formerly valued through fair valuation techniques, the Manager compares the new market quotation to the fair value price to evaluate the effectiveness of the Funds’ fair valuation procedures. If any significant discrepancies are found, the Manager may adjust the Funds’ fair valuation procedures.
 
The NAV of AMR and Institutional Class shares will be determined based on a pro rata allocation of the Fund’s or Portfolio’s (as applicable) investment income, expenses and total capital gains and losses. Each Fund’s NAV per share is determined as of the close of the New York Stock Exchange (“Exchange”), generally 4:00 p.m. Eastern Time, on each day on which it is open for business. Because the International Equity, Emerging Markets, and International Equity Index Funds (the “International Funds”) invest in securities primarily listed on foreign exchanges that trade on days when the Funds do not price their shares, the NAV per share of the International Funds may change on days when shareholders will not be able to purchase or redeem the International Funds’ shares.
 
About Your Investment
 
Purchase and Redemption of Shares
 
 
Eligibility
 
 
AMR Class shares are offered only to investors in the retirement and benefit plans of AMR Corporation and its affiliates.
 
Purchase Policies
 
 
Shares of the Funds are offered and purchase orders are typically accepted until 4:00 p.m. Eastern Time or the close of the Exchange (whichever comes first) on each day on which the Exchange is open for business. If a purchase order is received in good order prior to the deadline, the purchase price will be the NAV per share next determined on that day. If a purchase order is received in good order after the deadline, the purchase price will be the NAV per share of the following day that the Fund is open for business. Each Fund has the right to reject any purchase order or cease offering shares at any time. No sales charges are assessed on the purchase or sale of Fund shares.
 
Redemption Policies
 
 
Shares of any Fund may be redeemed by telephone or mail on any day that the Fund is open for business. The redemption price will be the NAV next determined after a redemption request is received in good order, minus a redemption fee, if applicable. In order to receive the redemption price calculated on a particular business day, redemption requests must be received in good order by 4:00 p.m. Eastern Time or by the close of the Exchange

 
 
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(whichever comes first). For assistance with completing a redemption request, please call 1-800-658-5811.
 
Proceeds from redemption requests received by 4:00 p.m. Eastern Time are generally transmitted to shareholders on the next day the Funds are open for business. In any event, proceeds from a redemption request for any Fund will typically be transmitted to a shareholder by no later than seven days after the receipt of a redemption request in good order.
 
A redemption fee of 2% will be deducted from your redemption amount when you sell shares of the Mid-Cap Value Fund that you have owned for less than 180 days. A redemption fee of 2% will be deducted from your redemption amount when you sell shares of the International Equity Fund or Emerging Markets Fund that you have owned for less than 90 days. The redemption fee is paid to the applicable Fund and is intended to offset the trading costs, market impact and other costs associated with short-term trading activity in and out of the Funds. If you purchased shares on multiple dates, the shares you have held the longest will be redeemed first for purposes of assessing the redemption fee. Shares acquired through payroll contributions, reinvestment of distributions, rollovers and loan repayments are not considered purchases for redemption fee purposes. Shares redeemed as part of a participant-directed distribution, such as a loan withdrawal, death distribution or hardship withdrawal, are not subject to redemption fees.
 
The Funds reserve the right to suspend redemptions or postpone the date of payment (i) when the Exchange is closed (other than for customary weekend and holiday closings); (ii) when trading on the Exchange is restricted; (iii) when the SEC determines that an emergency exists so that disposal of a Fund’s investments or determination of its NAV is not reasonably practicable; or (iv) by order of the SEC for protection of the Funds’ shareholders.
 
Although the Funds intend to redeem shares in cash, each Fund reserves the right to pay the redemption price in whole or in part by a distribution of readily marketable securities held by the applicable Fund or its corresponding portfolio.
 
Exchange Policies
 
 
A 90-day exchange restriction applies to the Funds. Pursuant to this restriction, participants will be limited to one purchase and one sale during a rolling 90-day period. Participants exceeding one purchase and one sale of the same Fund within a 90-day period cannot purchase shares of that Fund via an exchange for an additional 90 days.
 
General Policies
 
 
The following policies apply to instructions you may provide to the Funds by telephone:
 
•  The Funds, their officers, trustees, employees, or agents are not responsible for the authenticity of instructions provided by telephone, nor for any loss, liability, cost or expense incurred for acting on them.
•  The Funds employ procedures reasonably designed to confirm that instructions communicated by telephone are genuine.
•  Due to the volume of calls or other unusual circumstances, telephone redemptions may be difficult to implement during certain time periods.
 
The Funds reserve the right to:
 
•  liquidate a shareholder’s account at the current day’s NAV and remit proceeds via check if the Funds are unable to verify the shareholder’s identity within three business days of account opening,
•  modify or terminate the exchange privilege at any time, and
•  limit the number of exchanges between Funds a shareholder may exercise.
 
Frequent Trading and Market Timing
 
 
Frequent trading by Fund shareholders poses risks to other shareholders in that Fund, including (i) the dilution of the Fund’s NAV, (ii) an increase in the Fund’s expenses, and (iii) interference with the portfolio manager’s ability to execute efficient investment strategies. Frequent, short-term trading of Fund shares in an attempt to profit from day-to-day fluctuations in the Fund’s NAV is known as market timing. The International Equity, Emerging Markets, and High Yield Bond Funds are particularly at risk for market timing activity. Please see Market Timing Risk under the description of each of these Funds.
 
The Funds’ Board of Trustees has adopted policies and procedures intended to discourage frequent trading and market timing. These policies include redemption fees imposed on the Mid-Cap Value, International Equity and Emerging Markets Funds, which are described in the Redemption Policies section. In addition, the Funds have established limitations on exchanges between Funds, which are described in the Exchange Policies section. In general, the Funds reserve the right to reject any purchase order, terminate the exchange privilege or liquidate the account of any shareholder that the Manager determines has engaged in frequent trading or market timing.
 
Distributions and Taxes
 
 
The Funds distribute most or all of their net earnings in the form of dividends from net investment income and distributions of realized net capital gains and gains from foreign currency transactions. Unless the account

 
 
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application instructs otherwise, distributions on a class of Fund shares will be reinvested in additional shares of the same class. Monthly distributions are paid to shareholders on the first business day of the following month. Distributions are paid as follows:
 
         
        Other
        Distributions
Fund
 
Dividends Paid
  Paid
Balanced
  Annually   Annually
Large Cap Value
  Annually   Annually
Large Cap Growth
  Annually   Annually
Mid-Cap Value
  Annually   Annually
Small Cap Value
  Annually   Annually
International Equity
  Annually   Annually
Emerging Markets
  Annually   Annually
S&P 500 Index
  April, July, October
and December
  Annually
Small Cap Index
  Annually   Annually
International Equity Index
  Annually   Annually
High Yield Bond
  Monthly   Annually
Intermediate Bond
  Monthly   Annually
Short-Term Bond
  Monthly   Annually
Treasury Inflation
       
Protected Securities
  July and December   Annually
 
The qualified retirement and benefit plans of AMR Corporation and its affiliates (“Plans”) pay no federal income tax. Individual participants in the Plans should consult the Plans’ governing documents and their own tax advisors for information on the tax consequences associated with participating in the Plans.
Additional Information
 
Distribution of Fund Shares
 
 
The Funds do not incur any direct distribution expenses related to AMR Class or Institutional Class shares. However, the Funds have adopted a Distribution Plan in accordance with Rule 12b-1 under the Investment Company Act of 1940, which authorizes the use of any fees received by the Manager in accordance with the Administrative Services and Management Agreements, and any fees received by the sub-advisors pursuant to their Investment Advisory Agreements with the Manager, to be used for the sale and distribution of Fund shares. In the event the Funds begin to incur distribution expenses, distribution fees may be paid out of Fund assets, possibly causing the cost of your investment to increase over time and resulting in costs higher than other types of sales charges.
 
Master-Feeder Structure
 
 
Under a master-feeder structure, a “feeder” fund invests all of its investable assets in a “master” fund with the same investment objective. The “master” fund purchases securities for investment. The master-feeder structure works as follows:
 
(MASTER-FEEDER STRUCTURE CHART)
 
Each Master-Feeder Fund can withdraw its investment in its corresponding Portfolio at any time if the Board of Trustees determines that it is in the best interest of the Fund and its shareholders to do so. A change in a Portfolio’s fundamental objective, policies and restrictions, which is not approved by the shareholders of its corresponding Fund could require that Fund to redeem its interest in the Portfolio. Any such redemption could result in a distribution in kind of portfolio securities (as opposed to a cash distribution) by the Portfolio. Should such a distribution occur, that Fund could incur brokerage fees or other transaction costs in converting such securities to cash. In addition, a distribution in kind could result in a less diversified portfolio of investments for that Fund and could affect adversely the liquidity of the Fund. If a Master-Feeder Fund withdraws its investment in its corresponding portfolio, the Fund’s assets will be invested directly in investment securities or in another master fund, according to the investment policies and restrictions described in this Prospectus.
 
Prior to March 1, 2006, the International Equity Fund invested all of its investable assets in a corresponding portfolio of the Master Trust with a similar name and identical investment objective. On March 1, 2006, the master-feeder structure of this Fund was discontinued, and the Fund now directly purchases securities for investment in accordance with its investment objective.
 
Portfolio Holdings
 
 
With the exception of the International Equity Index, S&P 500 Index, and Small Cap Index Funds, a complete listing of each Fund’s holdings is made available on the Funds’ website on a monthly basis. The holdings information is generally posted to the website approximately thirty days after the end of each month and remains available for six months thereafter. To access a Fund’s complete list of holdings, go to www.americanbeaconfunds.com and select “Fund Holdings” under the “I want info on . . .”

 
 
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menu on the home page. A list of each Fund’s ten largest holdings is made available on the Funds’ website on a quarterly basis. The ten largest holdings of the International Equity Index, S&P 500 Index, and Small Cap Index Funds are generally posted to the website approximately thirty days after the end of each calendar quarter, and the ten largest holdings of all other Funds are generally posted to the website approximately fifteen days after the end of each calendar quarter. Each Fund’s list of its ten largest holdings remains available on the website until the next quarter. To access a Fund’s ten largest holdings on www.americanbeaconfunds.com, select “Fund Holdings” under the “I want info on . . .” menu on the home page or view the Fund’s “Portfolio Characteristics,” which are accessible under the “Funds Info” tab on the home page.
 
Financial Highlights
 
 
The financial highlights tables are intended to help you understand each Fund’s financial performance for the past five fiscal years (or, if shorter, the period of the Fund’s operations). Certain information reflects financial results for a single Fund share. The total returns in each Fund’s table represent the rate that an investor would have earned (or lost) on an investment in that Fund (assuming reinvestment of all dividends and distributions). Each Fund’s financial highlights were audited by Ernst & Young LLP, Independent Registered Public Accounting Firm. The report of Ernst & Young LLP, along with the Funds’ financial statements, is found in the Funds’ Annual Report, which you may obtain upon request.
  
 
                                         
    Balanced Fund-AMR Class  
    Year Ended October 31,  
For a share outstanding throughout the period:   2006     2005     2004     2003     2002  
Net asset value, beginning of period
  $ 14.49     $ 13.87     $ 12.60     $ 10.98     $ 12.06  
                                         
Income from investment operations:
                                       
Net investment income A B
    0.45       0.39       0.32       0.34       0.48  
Net gains (losses) on securities (both realized and unrealized) B
    1.46       1.05       1.31       1.78       (1.01 )
                                         
Total income (loss) from investment operations
    1.91       1.44       1.63       2.12       (0.53 )
                                         
Less distributions:
                                       
Dividends from net investment income
    (0.41 )     (0.35 )     (0.36 )     (0.50 )     (0.47 )
Distributions from net realized gains on securities
    (0.72 )     (0.47 )                 (0.08 )
                                         
Total distributions
    (1.13 )     (0.82 )     (0.36 )     (0.50 )     (0.55 )
                                         
Net asset value, end of period
  $ 15.27     $ 14.49     $ 13.87     $ 12.60     $ 10.98  
                                         
Total return
    13.98 %     10.63 %     13.13 %     20.06 %     (4.71 )%
                                         
Ratios and supplemental data:
                                       
Net assets, end of period (in thousands)
  $ 817,333     $ 712,073     $ 636,420     $ 557,612     $ 487,526  
Ratios to average net assets (annualized):
                                       
Expenses, after expense reimbursements (recoupments) B
    0.33 %     0.33 %     0.37 %     0.38 %     0.35 %
Expenses, before expense reimbursements (recoupments) B
    0.33 %     0.33 %     0.37 %     0.38 %     0.35 %
Net investment income, after expense reimbursements (recoupments) B
    3.08 %     2.70 %     2.40 %     2.98 %     3.39 %
Net investment income, before expense reimbursements (recoupments) B
    3.08 %     2.70 %     2.40 %     2.98 %     3.39 %
Portfolio turnover rate C
    59 %     58 %     62 %     69 %     84 %
 
A
Class expenses per share were subtracted from net investment income per share for the Fund before class expenses to determine net investment income per share through October 31, 2005.
 
B
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the AMR Investment Services Balanced Portfolio through February 28, 2002.
 
C
The Balanced Fund invested all of its investable assets in its corresponding Portfolio through February 28, 2002. Portfolio turnover rate through February 28, 2002 was that of the Portfolio.

 
 
Prospectus Additional Information
55


 

                                         
    Large Cap Value Fund-AMR Class  
    Year Ended October 31,  
For a share outstanding throughout the period:   2006     2005     2004     2003     2002  
Net asset value, beginning of period
  $ 20.78     $ 18.02     $ 15.44     $ 12.40     $ 14.34  
                                         
Income from investment operations:
                                       
Net investment income A B
    0.35       0.31       0.30       0.29       0.31  
Net gains (losses) on securities (both realized and unrealized) B
    3.47       2.73       2.58       3.06       (1.75 )
                                         
Total income (loss) from investment operations
    3.82       3.04       2.88       3.35       (1.44 )
                                         
Less distributions:
                                       
Dividends from net investment income
    (0.29 )     (0.28 )     (0.30 )     (0.31 )     (0.33 )
Distributions from net realized gains on securities
    (0.76 )                       (0.17 )
                                         
Total distributions
    (1.05 )     (0.28 )     (0.30 )     (0.31 )     (0.50 )
                                         
Net asset value, end of period
  $ 23.55     $ 20.78     $ 18.02     $ 15.44     $ 12.40  
                                         
Total return
    19.08 %     16.95 %     18.89 %     27.64 %     (10.62 )%
                                         
Ratios and supplemental data:
                                       
Net assets, end of period (in thousands)
  $ 1,024,899     $ 848,219     $ 696,206     $ 598,869     $ 511,287  
Ratios to average net assets (annualized):
                                       
Expenses, net of waivers B
    0.34 %     0.35 %     0.38 %     0.39 %     0.36 %
Expenses, before waivers B
    0.34 %     0.35 %     0.38 %     0.39 %     0.36 %
Net investment income, net of waivers B
    2.18 %     1.87 %     1.79 %     2.13 %     2.06 %
Net investment income, before waivers B
    2.18 %     1.87 %     1.79 %     2.13 %     2.06 %
Portfolio turnover rate C
    26 %     25 %     29 %     27 %     34 %
 
A
Class expenses per share were subtracted from net investment income per share for the Fund before class expenses to determine net investment income per share.
 
B
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the AMR Investment Services Large Cap Value Portfolio through February 28, 2002.
 
C
The Large Cap Value Fund invested all of its investable assets in its corresponding Portfolio through February 28, 2002. Portfolio turnover rate through February 28, 2002 was that of the Portfolio.
 
                                         
    Large Cap Growth Fund-AMR Class  
    Year Ended October 31,  
For a share outstanding throughout the period:   2006 C     2005     2004     2003     2002  
Net asset value, beginning of period
  $ 6.21     $ 5.84     $ 5.48     $ 4.54     $ 5.67  
                                         
Income from investment operations:
                                       
Net investment income A
    0.05       0.06       0.02       0.02       0.02  
Net gains (losses) on securities (both realized and unrealized) A
    0.73       0.36       0.36       0.93       (1.14 )
                                         
Total income (loss) from investment operations
    0.78       0.42       0.38       0.95       (1.12 )
                                         
Less distributions:
                                       
Dividends from net investment income
    (0.04 )     (0.05 )     (0.02 )     (0.01 )     (0.01 )
                                         
Total distributions
    (0.04 )     (0.05 )     (0.02 )     (0.01 )     (0.01 )
                                         
Net asset value, end of period
  $ 6.95     $ 6.21     $ 5.84     $ 5.48     $ 4.54  
                                         
Total return
    12.52 %     7.22 %     6.88 %     21.09 %     (19.85 )%
                                         
Ratios and supplemental data:
                                       
Net assets, end of period (in thousands)
  $ 82,042     $ 63,183     $ 55,121     $ 48,926     $ 28,017  
Ratios to average net assets (annualized) A :
                                       
Expenses, net of waivers
    0.59 %     0.64 %     0.71 %     0.68 %     0.67 %
Expenses, before waivers
    0.59 %     0.64 %     0.71 %     0.68 %     0.67 %
Net investment income, net of waivers
    0.88 %     0.98 %     0.34 %     0.40 %     0.30 %
Net investment income, before waivers
    0.88 %     0.98 %     0.34 %     0.40 %     0.30 %
Portfolio turnover rate B
    181 %     164 %     131 %     138 %     135 %
 
A
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the AMR Investment Services Large Cap Growth Portfolio through February 28, 2001.
 
B
The Large Cap Growth Fund invested all of its investable assets in its corresponding Portfolio through February 28, 2001. Portfolio turnover rate through February 28, 2001 was that of the Portfolio.
 
C
On September 12, 2006, The Renaissance Group LLC assumed management of the Large Cap Growth Fund’s assets previously managed by J.P. Morgan Investment Management Inc.
 

 
 
Additional Information Prospectus
56


 

                             
    Mid-Cap Value Fund-
     
    AMR Class
     
    (formerly Institutional Class prior to December 1, 2005) D      
    Year Ended
    June 30 to
     
    October 31,     October 31,      
For a share outstanding throughout the period:   2006     2005     2004      
Net asset value, beginning of period
  $ 11.72     $ 10.27     $ 10.00      
                             
Income from investment operations:
                           
Net investment income
    0.12       0.13       0.02 B    
Net gains on securities (both realized and unrealized)
    1.75       1.37       0.25      
                             
Total income from investment operations
    1.87       1.50       0.27      
                             
Less distributions:
                           
Dividends from net investment income
    (0.14 )     (0.05 )          
Distributions from net realized gains on securities
    (2.58 )                
                             
Total distributions
    (2.72 )     (0.05 )          
                             
Net asset value, end of period
  $ 10.87     $ 11.72     $ 10.27      
                             
Total return
    19.16 %     14.63 %     2.70 % A    
                             
Ratios and supplemental data:
                           
Net assets, end of period (in thousands)
  $ 66,290     $ 44,342     $ 25,546      
Ratios to average net assets (annualized):
                           
Expenses, after expense reimbursements (recoupments)
    0.97 %     1.01 %     1.14 % C    
Expenses, before expense reimbursements (recoupments)
    0.92 %     1.02 %     1.34 % C    
Net investment income, after expense reimbursements (recoupments)
    1.38 %     0.92 %     0.73 % C    
Net investment income, before expense reimbursements (recoupments)
    1.42 %     0.91 %     0.53 % C    
Portfolio turnover rate
    42 %     298 %     6 % A    
 
A
Not annualized.
 
B
Based on average shares outstanding.
 
C
Annualized.
 
D
On November 30, 2005, the Mid-Cap Value Fund’s Institutional Class of shares was renamed the AMR Class, and the Fund began offering a new class of shares known as the Institutional Class.
 
                                             
    Small Cap Value Fund-AMR Class      
    Year Ended October 31,      
For a share outstanding throughout the period:   2006     2005 C     2004 E     2003 D     2002      
Net asset value, beginning of period
  $ 20.38     $ 18.78     $ 16.13     $ 11.30     $ 11.71      
                                             
Income from investment operations:
                                           
Net investment income A
    0.27       0.21       0.14       0.10       0.15      
Net gains on securities (both realized and unrealized) A
    2.91       2.26       3.04       5.15       0.34      
                                             
Total income from investment operations
    3.18       2.47       3.18       5.25       0.49      
                                             
Less distributions:
                                           
Dividends from net investment income
    (0.19 )     (0.10 )     (0.09 )     (0.14 )     (0.14 )    
Distributions from net realized gains on securities
    (0.89 )     (0.77 )     (0.44 )     (0.28 )     (0.76 )    
                                             
Total distributions
    (1.08 )     (0.87 )     (0.53 )     (0.42 )     (0.90 )    
                                             
Net asset value, end of period
  $ 22.48     $ 20.38     $ 18.78     $ 16.13     $ 11.30      
                                             
Total return
    16.12 %     13.23 %     20.12 %     47.93 %     3.54 %    
                                             
Ratios and supplemental data:
                                           
Net assets, end of period (in thousands)
  $ 412,857     $ 424,965     $ 438,353     $ 327,542     $ 181,180      
Ratios to average net assets (annualized):
                                           
Expenses, net of waivers A
    0.55 %     0.58 %     0.60 %     0.61 %     0.56 %    
Expenses, before waivers A
    0.55 %     0.58 %     0.60 %     0.61 %     0.56 %    
Net investment income, net of waivers A
    1.10 %     0.94 %     0.84 %     0.95 %     1.09 %    
Net investment income, before waivers A
    1.10 %     0.94 %     0.84 %     0.95 %     1.09 %    
Portfolio turnover rate B
    48 %     47 %     35 %     75 %     81 %    
 
A
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the AMR Investment Services Small Cap Value Portfolio through February 28, 2002.
 
B
The Small Cap Value Fund invested all of its investable assets in its corresponding Portfolio through February 28, 2002. Portfolio turnover rate through February 28, 2002 was that of the Portfolio.
 
C
Opus Capital Group, LLC was added as an investment advisor on February 1, 2005 and Metropolitan West Capital Management, LLC, SSgA Funds Management, Inc. and Dreman Value Management, LLC were added as investment advisors on August 12, 2005.
 
D
Barrow, Hanley, Mewhinney & Strauss, Inc. was added as an investment advisor to the Small Cap Value Fund on September 18, 2003.
 
E
The Boston Company Asset Management, LLC was added as an investment advisor to the Small Cap Value Fund on September 27, 2004.

 
Prospectus Additional Information
57


 

 
                                             
    International Equity Fund-AMR Class      
    Year Ended October 31,      
For a share outstanding throughout the period:   2006     2005     2004 B     2003 E     2002      
Net asset value, beginning of period
  $ 21.12     $ 18.58     $ 15.54     $ 12.18     $ 13.86      
                                             
Income from investment operations:
                                           
Net investment income A D
    0.63       0.50       0.34       0.29       0.24      
Net gains (losses) on securities (both realized and unrealized) D
    4.92       2.33       3.14       3.46       (1.62 )    
                                             
Total income (loss) from investment operations
    5.55       2.83       3.48       3.75       (1.38 )    
                                             
Less distributions:
                                           
Dividends from net investment income
    (0.48 )     (0.29 )     (0.44 )     (0.39 )     (0.30 )    
Distributions from net realized gains on securities
    (1.33 )                            
                                             
Total distributions
    (1.81 )     (0.29 )     (0.44 )     (0.39 )     (0.30 )    
                                             
Redemption fees added to beneficial interest
    F     F     F     F          
Net asset value, end of period
  $ 24.86     $ 21.12     $ 18.58     $ 15.54     $ 12.18      
                                             
Total return
    27.88 %     15.32 %     22.84 %     31.77 %     (10.26 )%    
                                             
Ratios and supplemental data:
                                           
Net assets, end of period (in thousands)
  $ 563,231     $ 448,096     $ 460,114     $ 322,801     $ 264,579      
Ratios to average net assets (annualized):
                                           
Expenses, net of waivers D
    0.45 %     0.44 %     0.49 %     0.52 %     0.49 %    
Expenses, before waivers D
    0.45 %     0.44 %     0.49 %     0.52 %     0.49 %    
Net investment income, net of waivers D
    2.76 %     2.49 %     1.97 %     2.22 %     1.81 %    
Net investment income, before waivers D
    2.76 %     2.49 %     1.97 %     2.22 %     1.81 %    
Portfolio turnover rate C
    40 %     37 %     36 %     44 %     43 %    
 
A
Class expenses per share were subtracted from net investment income per share for the Fund before class expenses to determine net investment income per share.
 
B
The Boston Company Asset Management, LLC was added as an investment advisor to the International Equity Fund on September 27, 2004.
 
C
The International Equity Fund invested all of its investable assets in its corresponding Portfolio through February 28, 2006. Portfolio turnover rate through February 28, 2006 is that of the Portfolio.
 
D
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the American Beacon Master International Equity Portfolio through February 28, 2006.
 
E
Independence Investment LLC was removed as an investment advisor to the International Equity Fund on October 24, 2003.
 
F
Amounts represent less than $0.01 per share.
 
                                             
    Emerging Markets Fund-AMR Class      
    Year Ended October 31,      
For a share outstanding throughout the period:   2006     2005     2004     2003     2002      
Net asset value, beginning of period
  $ 15.17     $ 12.68     $ 10.66     $ 7.22     $ 6.65      
                                             
Income from investment operations:
                                           
Net investment income A
    0.15       0.24       0.10       0.07       0.09      
Net gains (losses) on securities (both realized and unrealized) A
    4.65       3.42       2.00       3.44       0.59      
                                             
Total income (loss) from investment operations
    4.80       3.66       2.10       3.51       0.68      
                                             
Less distributions:
                                           
Dividends from net investment income
    (0.24 )     (0.09 )     (0.08 )     (0.07 )     (0.11 )    
Distributions from net realized gains on securities
    (2.21 )     (1.08 )                      
                                             
Total distributions
    (2.45 )     (1.17 )     (0.08 )     (0.07 )     (0.11 )    
                                             
Redemption fees added to beneficial interests
                                 
Net asset value, end of period
  $ 17.52     $ 15.17     $ 12.68     $ 10.66     $ 7.22      
                                             
Total return
    34.87 %     30.43 %     20.00 %     48.84 %     10.10 %    
                                             
Ratios and supplemental data:
                                           
Net assets, end of period (in thousands)
  $ 135,146     $ 94,864     $ 74,199     $ 51,498     $ 32,731      
Ratios to average net assets (annualized):
                                           
Expenses, after expense reimbursements (recoupments) A
    1.30 %     1.25 %     1.59 %     1.50 %     1.26 %    
Expenses, before expense reimbursements (recoupments) A
    1.30 %     1.25 %     1.59 %     1.50 %     1.26 %    
Net investment income, after expense reimbursements (recoupments) A
    1.01 %     1.60 %     1.01 %     0.92 %     1.35 %    
Net investment income, before expense reimbursements (recoupments) A
    1.01 %     1.60 %     1.01 %     0.92 %     1.35 %    
Portfolio turnover rate B
    67 %     63 %     76 %     80 %     94 %    
 
A
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the AMR Investment Services Emerging Markets Portfolio through February 28, 2002.
 
B
The Emerging Markets Fund invested all of its investable assets in its corresponding Portfolio through February 28, 2002. Portfolio turnover rate through February 28, 2002 was that of the Portfolio.
 

 
 
Additional Information Prospectus
58


 

                                             
    S&P 500 Index Fund-Institutional Class      
    Year Ended December 31,      
For a share outstanding throughout the period:   2006     2005     2004     2003     2002      
Net asset value, beginning of period
  $ 16.90     $ 16.43     $ 15.10     $ 11.96     $ 15.62      
                                             
Income from investment operations A :
                                           
Net investment income
    0.33       0.29       0.29       0.21       0.20      
Net gains (losses) on investments, foreign currency and futures transactions (both realized and unrealized)
    2.30       0.47       1.32       3.14       (3.66 )    
                                             
Total from investment operations
    2.63       0.76       1.61       3.35       (3.46 )    
                                             
Less distributions:
                                           
Dividends from net investment income
    (0.34 )     (0.29 )     (0.28 )     (0.21 )     (0.20 )    
Tax return of capital
          B                      
                                             
Total distributions
    (0.34 )     (0.29 )     (0.28 )     (0.21 )     (0.20 )    
                                             
Net asset value, end of period
  $ 19.19     $ 16.90     $ 16.43     $ 15.10     $ 11.96      
                                             
Total return
    15.69 %     4.74 %     10.76 %     28.26 %     (22.27 )%    
                                             
Ratios and supplemental data:
                                           
Net assets, end of period (in thousands)
  $ 223,008     $ 225,857     $ 244,668     $ 245,251     $ 195,368      
Ratios to average net assets (annualized) A :
                                           
Net investment income
    1.85 %     1.75 %     1.85 %     1.63 %     1.47 %    
Expenses, including expenses of the master portfolio
    0.14 %     0.13 %     0.17 %     0.14 %     0.14 %    
 
A
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the State Street Equity 500 Index Portfolio.
 
B
The tax return of capital is calculated based upon outstanding shares at the time of distribution. Amounts are less than $0.01 per share.
 
                                             
    Small Cap Index Fund-Institutional Class      
    Year Ended December 31,      
For a share outstanding throughout the period:   2006     2005     2004     2003     2002      
Net asset value, beginning of period
  $ 12.78     $ 12.57     $ 11.27     $ 7.70     $ 9.79      
                                             
Income from investment operations A :
                                           
Net investment income
    0.17       0.16       0.14       0.04       0.11      
Net gains (losses) on investments, foreign currency and futures transactions (both realized and unrealized)
    2.11       0.42       1.87       3.57       (2.10 )    
                                             
Total from investment operations
    2.28       0.58       2.01       3.61       (1.99 )    
                                             
Less distributions:
                                           
Dividends from net investment income
    (0.17 )     (0.17 )     (0.13 )     (0.04 )     (0.10 )    
Distributions from net realized gain on investments
          (0.15 )     (0.58 )                
Tax return of capital
          (0.05 ) B                      
                                             
Total distributions
    (0.17 )     (0.37 )     (0.71 )     (0.04 )     (0.10 )    
                                             
Net asset value, end of period
  $ 14.89     $ 12.78     $ 12.57     $ 11.27     $ 7.70      
                                             
Total return
    17.85 %     4.51 %     17.91 %     46.90 %     (20.37 )%    
                                             
Ratios and supplemental data:
                                           
Net assets, end of period (in thousands)
  $ 151,878     $ 46,113     $ 39,196     $ 67,756     $ 11,227      
Ratios to average net assets (annualized) A :
                                           
Net investment income
    1.49 %     1.12 %     0.90 %     1.04 %     1.13 %    
Expenses, including expenses of the master portfolio
    0.18 %     0.18 %     0.22 %     0.24 %     0.20 %    
 
A
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the Master Small Cap Index Series.
 
B
The tax return of capital is calculated based upon outstanding shares at the time of distribution.
 

 
Prospectus Additional Information
59


 

                                             
    International Equity Index Fund-Institutional Class      
    Year Ended December 31,      
For a share outstanding throughout the period:   2006     2005     2004     2003     2002      
Net asset value, beginning of period
  $ 10.33     $ 9.39     $ 8.01     $ 5.86     $ 7.07      
                                             
Income from investment operations A :
                                           
Net investment income
    0.26       0.21       0.17       0.14       0.11      
Net gains (losses) on investments, foreign currency and futures transactions (both realized and unrealized)
    2.47       1.06       1.44       2.13       (1.23 )    
                                             
Total from investment operations
    2.73       1.27       1.61       2.27       (1.12 )    
                                             
Less distributions:
                                           
Dividends from net investment income
    (0.23 )     (0.24 )     (0.23 )     (0.12 )     (0.09 )    
Dividends from net realized gains on investments
    (0.07 )                            
Tax return of capital
          (0.09 ) B                      
                                             
Total distributions
    (0.30 )     (0.33 )     (0.23 )     (0.12 )     (0.09 )    
                                             
Net asset value, end of period
  $ 12.76     $ 10.33     $ 9.39     $ 8.01     $ 5.86      
                                             
Total return
    26.52 %     13.58 %     20.12 %     38.87 %     (15.65 )%    
                                             
Ratios and supplemental data:
                                           
Net assets, end of period (in thousands)
  $ 162,113     $ 90,200     $ 23,156     $ 10,043     $ 4,912      
Ratios to average net assets (annualized) A :
                                           
Net investment income
    2.44 %     2.49 %     2.16 %     2.71 %     1.97 %    
Expenses, including expenses of the master portfolio
    0.22 %     0.23 %     0.26 %     0.31 %     0.25 %    
 
A
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the Master International Index Series.
 
B
The tax return of capital is calculated based upon outstanding shares at the time of distribution.
 
                                             
    High Yield Bond Fund-Institutional Class      
    Year Ended October 31,      
For a share outstanding throughout the period:   2006 A     2005     2004     2003     2002      
Net asset value, beginning of period
  $ 10.22     $ 10.86     $ 10.73     $ 9.63     $ 9.82      
                                             
Income from investment operations:
                                           
Net investment income
    0.88       0.76       0.78       0.78       0.80      
Net gains (losses) on securities (both realized and unrealized)
    0.09       (0.84 )     0.27       1.10       (0.19 )    
                                             
Total income from investment operations
    0.97       (0.08 )     1.05       1.88       0.61      
                                             
Less distributions:
                                           
Dividends from net investment income
    (0.88 )     (0.76 )     (0.78 )     (0.78 )     (0.80 )    
Distributions from net realized gains on securities
    (0.11 )     0.20       (0.14 )                
                                             
Total distributions
    (0.99 )     (0.56 )     (0.92 )     (0.78 )     (0.80 )    
                                             
Net asset value, end of period
  $ 10.20     $ 10.22     $ 10.86 )   $ 10.73     $ 9.63      
                                             
Total return
    8.78 %     3.03 %     10.19%       20.11%       6.28 %    
                                             
Ratios and supplemental data:
                                           
Net assets, end of period (in thousands)
  $ 231,693     $ 216,744     $ 241,777     $ 161,380     $ 104,813      
Ratios to average net assets (annualized):
                                           
Expenses, after expense reimbursements (recoupments)
    0.85 %     0.84 %     0.88%       0.90 %     0.90 %    
Expenses, before expense reimbursements (recoupments)
    0.85 %     0.84 %     0.92%       1.00 %     0.98 %    
Net investment income, after expense reimbursements (recoupments)
    7.55 %     7.24 %     7.27%       7.51 %     8.02 %    
Net investment income, before expense reimbursements (recoupments)
    7.55 %     7.24 %     7.23%       7.41 %     7.94 %    
Portfolio turnover rate
    88 %     128 %     138%       114 %     163 %    
 
A
Franklin Advisers, Inc. was added as an investment advisor to the High Yield Bond Fund on September 12, 2006.
 

 
Additional Information Prospectus
60


 

                                             
    Intermediate Bond Fund-Institutional Class
     
    (formerly AMR Class prior to 3/1/05)      
    Year Ended October 31,      
For a share outstanding throughout the period:   2006     2005 C     2004     2003     2002      
Net asset value, beginning of period
  $ 10.01     $ 10.33     $ 10.24     $ 10.22     $ 10.30      
                                             
Income from investment operations:
                                           
Net investment income A
    0.46       0.42       0.40       0.45       0.53      
Net gains (losses) on securities (both realized and unrealized) A
    0.02       (0.29 )     0.14       0.02       (0.08 )    
                                             
Total income from investment operations
    0.48       0.13       0.54       0.47       0.45      
                                             
Less distributions:
                                           
Dividends from net investment income
    (0.47 )     (0.45 )     (0.45 )     (0.45 )     (0.53 )    
Distributions from net realized gains on securities
                                 
                                             
Total distributions
    (0.47 )     (0.45 )     (0.45 )     (0.45 )     (0.53 )    
                                             
Net asset value, end of period
  $ 10.02     $ 10.01     $ 10.33     $ 10.24     $ 10.22      
                                             
Total return
    4.96 %     1.26 %     5.38 %     4.62 %     4.57 %    
                                             
Ratios and supplemental data:
                                           
Net assets, end of period (in thousands)
  $ 97,319     $ 93,270     $ 96,242     $ 131,927     $ 144,098      
Ratios to average net assets (annualized):
                                           
Expenses, net of waivers A
    0.35 %     0.31 %     0.34 %     0.32 %     0.30 %    
Expenses, before waivers A
    0.35 %     0.31 %     0.34 %     0.32 %     0.30 %    
Net investment income, net of waivers A
    4.64 %     4.12 %     3.97 %     4.32 %     5.23 %    
Net investment income, before waivers A
    4.64 %     4.12 %     3.97 %     4.32 %     5.23 %    
Portfolio turnover rate B
    122 %     119 %     106 %     187 %     185 %    
 
A
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the AMR Investment Services Intermediate Bond Portfolio through February 28, 2002.
 
B
The Intermediate Bond Fund invested all of its investable assets in its corresponding Portfolio through February 28, 2002. Portfolio turnover rate through February 28, 2002 was that of the Portfolio.
 
C
On March 1, 2005, the existing Institutional Class shares were terminated and exchanged for AMR Class shares at a conversion rate of 1.0202. Following this exchange, the former AMR Class Shares were re-named Institutional Class.
 
                                         
    Short-Term Bond Fund-Institutional Class
 
    (formerly AMR Class prior to 3/1/05)  
    Year Ended October 31,  
For a share outstanding throughout the period:   2006     2005 C     2004     2003     2002  
Net asset value, beginning of period
  $ 8.75     $ 9.07     $ 9.31     $ 9.44     $ 9.60  
                                         
Income from investment operations:
                                       
Net investment income B
    0.32 D     0.29       0.27       0.42       0.44  
Net gains (losses) on securities (both realized and unrealized) B
    0.07       (0.20 )     (0.05 )     (0.07 )     (0.11 )
                                         
Total income from investment operations
    0.39       0.09       0.22       0.35       0.33  
                                         
Less distributions:
                                       
Dividends from net investment income
    (0.40 )     (0.41 )     (0.46 )     (0.48 )     (0.49 )
                                         
Total distributions
    (0.40 )     (0.41 )     (0.46 )     (0.48 )     (0.49 )
                                         
Net asset value, end of period
  $ 8.74     $ 8.75     $ 9.07     $ 9.31     $ 9.44  
                                         
Total return
    4.56 %     1.00 %     2.39 %     3.82 %     3.60 %
                                         
Ratios and supplemental data:
                                       
Net assets, end of period (in thousands)
  $ 73,417     $ 79,683     $ 80,504     $ 91,911     $ 89,932  
Ratios to average net assets (annualized):
                                       
Expenses, net of waivers B
    0.35 %     0.33 %     0.33 %     0.33 %     0.30 %
Expenses, before waivers B
    0.35 %     0.33 %     0.33 %     0.33 %     0.30 %
Net investment income, net of waivers B
    3.64 %     3.15 %     3.00 %     4.54 %     4.63 %
Net investment income, before waivers B
    3.64 %     3.15 %     3.00 %     4.54 %     4.63 %
Portfolio turnover rate A
    48 %     38 %     41 %     81 %     63 %
 
A
The Short-Term Bond Fund invested all of its investable assets in its corresponding Portfolio through February 28, 2002. Portfolio turnover rate through February 28, 2002 was that of the Portfolio.
 
B
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the AMR Investment Services Short-Term Bond Portfolio through February 28, 2002.
 
C
On March 1, 2005, the existing Institutional Class shares were terminated and exchanged for AMR Class shares at a conversion rate of 1.0014. Following this exchange, the former AMR Class Shares were re-named Institutional Class.
 
D
For purposes of this calculation, the change in undistributed net investment income per share was derived by dividing the change in undistributed net investment income by average shares outstanding for the period.

 
Prospectus Additional Information
61


 

                         
    Treasury Inflation Protected Securities Fund-Institutional Class  
    Year Ended
    June 30 to
 
    December 31,     December 31,
 
For a share outstanding throughout the period   2006     2005     2004 A  
Net asset value, beginning of period
  $ 9.75     $ 10.16     $ 10.00  
                         
Income from investment operations:
                       
Net investment income
    0.29       0.56       0.18 B
Net gains on securities (both realized and unrealized)
    (0.19 )     (0.37 )     0.21  
                         
Total income from investment operations
    0.10       (0.19 )     0.39  
                         
Less distributions:
                       
Dividends from net investment income
    (0.32 )     (0.55 )     (0.23 )
Distributions from net realized gains on securities
          (0.05 )     D
                         
Total distributions
    (0.32 )     (0.60 )     (0.23 )
                         
Net asset value, end of period
  $ 9.53     $ 9.75     $ 10.16  
                         
Total return
    1.05 %     1.86 %     3.94 % C
                         
Ratios and supplemental data:
                       
Net assets, end of period (in thousands)
  $ 33,792     $ 30,584     $ 20,943  
Ratios to average net assets (annualized):
                       
Expenses, after expense reimbursements (recoupments)
    0.49 %     0.44 %     0.46 %
Expenses, before expense reimbursements (recoupments)
    0.49 %     0.39 %     0.62 %
Net investment income, after expense reimbursements (recoupments)
    2.94 %     5.45 %     3.34 %
Net investment income, before expense reimbursements (recoupments)
    2.94 %     5.50 %     3.18 %
Portfolio turnover rate
    259 %     355 %     190 % C
 
A
The Treasury Inflation Protected Securities Fund commenced active operations on June 30, 2004.
 
B
Based on average shares outstanding.
 
C
Not annualized.
 
D
Amount is less than $0.01 per share.

 
 
Additional Information Prospectus
62


 

— Notes —


 

— Notes —


 

— Notes —


 

Additional Information
 
Additional information about the Funds is found in the documents listed below. Request a free copy of these documents by calling 1-800-345-2345 or you may access them on the Funds’ website at www.americanbeaconfunds.com.
 
         
         
Annual Report/Semi-Annual Report
  Statement of Additional Information (SAI)    
The Funds’ Annual and Semi-Annual Reports list each Fund’s actual investments as of the report’s date. They also include a discussion by the Manager of market conditions and investment strategies that significantly affected the Funds’ performance. The report of the Funds’ independent auditors is included in the Annual Report.
  The SAI contains more details about the Funds and their investment policies. The SAI is incorporated in this Prospectus by reference (it is legally part of this Prospectus). A current SAI is on file with the Securities and Exchange Commission (SEC).    
 
To obtain more information about the Funds or to request a copy of the documents listed above:
 
             
(TELEPHONE GRAPHIC)   (MAILBOX GRAPHIC)   (KEYBOARD GRAPHIC)   (MOUSE GRAPHIC)
By Telephone:   By Mail:   By E-mail:   On the Internet:
Call 1-800-345-2345   American Beacon Funds
4151 Amon Carter Blvd. MD 2450
Fort Worth, TX 76155
  american
   
 beacon.funds@ambeacon.com
  Visit our website at
www.americanbeaconfunds.com
Visit the SEC website at www.sec.gov
 
The SAI and other information about the Funds are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic mail to publicinfo@sec.gov, or by writing to: SEC’s Public Reference Section, 100 F Street NE, Washington, D.C. 20549. The SAI and other information about the Funds may also be reviewed and copied at the SEC’s Public Reference Room. Information on the operation of the SEC’s Public Reference Room may be obtained by calling the SEC at (202) 551-8090.
 
Fund Service Providers:
 
             
             
Custodian
State Street Bank
  and Trust
Boston, Massachusetts
 
Transfer Agent
Boston Financial
  Data Services
Kansas City, Missouri
 
Independent Registered
Public Accounting Firm
Ernst & Young LLP
Dallas, Texas
 
Distributor
Foreside Fund Services
Portland, Maine
 
 
(AMERICAN BEACON FUNDS LOGO)
 
SEC File Number 811-4984
 
American Beacon Funds is a service mark of AMR Corporation. American Beacon Balanced Fund, American Beacon Large Cap Value Fund, American Beacon Large Cap Growth Fund, American Beacon Mid-Cap Value Fund, American Beacon International Equity Fund, American Beacon Emerging Markets Fund, American Beacon Small Cap Index Fund, American Beacon International Equity Index Fund, American Beacon High Yield Bond Fund, American Beacon Intermediate Bond Fund, American Beacon Short-Term Bond Fund, American Beacon Treasury Inflation Protected Securities Fund, and American Beacon Small Cap Value Fund are service marks of American Beacon Advisors, Inc.

 
 
Additional Information Prospectus


 

(AMERICAN BEACON COVER)


 

(AMERICAN BEACON FUNDS LOGO)
 
(SERVICE CLASS)
 
Table of Contents
 
         
         
About the Funds
       
         
Overview
    2  
Balanced Fund
    3  
Large Cap Value Fund
    7  
Small Cap Value Fund
    10  
International Equity Fund
    13  
The Manager
    16  
The Sub-Advisors
    17  
Valuation of Shares
    22  
         
About Your Investment
       
Purchase and Redemption of Shares
    23  
Frequent Trading and Market Timing
    27  
Distributions and Taxes
    27  
         
Additional Information
       
Distribution of Fund Shares
    28  
Portfolio Holdings
    28  
Delivery of Documents
    29  
Financial Highlights
    29  
Additional InformationBack Cover
About the Funds
 
Overview
 
 
The American Beacon Funds (the “Funds”) are managed by American Beacon Advisors, Inc. (the “Manager”), a wholly owned subsidiary of AMR Corporation.
 

 
 
About the Funds Prospectus
2


 

 
American Beacon
 
Balanced Fund SM
 
 
Investment Objective
 
 
Income and capital appreciation.
 
Principal Strategies
 
 
Ordinarily, between 50% and 70% of the Fund’s total assets are invested in equity securities and between 30% and 50% of the Fund’s total assets are invested in debt securities.
 
The Fund’s equity investments may include common stocks, preferred stocks, securities convertible into common stocks, U.S. dollar-denominated American Depositary Receipts, and U.S. dollar-denominated foreign stocks traded on U.S. exchanges (collectively referred to as “stocks”).
 
The Fund’s assets are currently allocated among the Manager and the following three investment sub-advisors:
 
Barrow, Hanley, Mewhinney & Strauss, Inc. (“Barrow”)
 
Brandywine Global Investment Management, LLC (“Brandywine Global”)
 
Hotchkis and Wiley Capital Management, LLC (“Hotchkis”)
 
The Manager intends to allocate all new assets, generally on an equal basis, between Barrow and Brandywine Global, who each decide the proportion of assets to invest in equity and fixed income securities in accordance with the Fund’s guidelines. The Manager does not anticipate allocating any new assets to Hotchkis, as they have reached their capacity limit for large cap value assets, nor does the Manager anticipate allocating any new assets to itself, other than to periodically rebalance the proportion of assets invested in equity and fixed income securities managed by Hotchkis and the Manager, respectively.
 
The Fund’s sub-advisors select stocks that, in their opinion, have most or all of the following characteristics (relative to the S&P 500 ® Index):
 
•  above-average earnings growth potential,
•  below-average price to earnings ratio,
•  below-average price to book value ratio, and
•  above-average dividend yields.
 
Each of the Fund’s sub-advisors determines the earnings growth prospects of companies based upon a combination of internal and external research using fundamental analysis and considering changing economic trends. The decision to sell a stock is typically based on the belief that the company is no longer considered undervalued or shows deteriorating fundamentals, or that better investment opportunities exist in other stocks. The Manager believes that this strategy will help the Fund outperform other investment styles over the longer term while minimizing volatility and downside risk.
 
The Fund’s investments in debt securities may include: obligations of the U.S. Government, its agencies and instrumentalities (some of which are not backed by the full faith and credit of the U.S. Government); U.S. corporate debt securities, such as notes and bonds; mortgage-backed securities; asset-backed securities; master-demand notes; Yankeedollar and Eurodollar bank certificates of deposit, time deposits, bankers’ acceptances, commercial paper and other notes; and other debt securities. The Fund will only buy debt securities that are investment grade at the time of purchase. Investment grade securities include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. The Fund, at the discretion of the Manager or the applicable sub-advisor, may retain a security that has been downgraded below the initial investment criteria.
 
In determining which debt securities to buy and sell, the Manager and the sub-advisors generally use a “top-down” or “bottom-up” investment strategy, or a combination of both strategies.
 
The top-down fixed income investment strategy is implemented as follows:
 
•  Develop an overall investment strategy, including a portfolio duration target, by examining the current trends in the U.S. economy. Duration is a measure of price sensitivity relative to changes in interest rates. For example, if a bond had a duration of four years, a 1% increase in U.S. Treasury interest rates could be expected to result in a 4% decrease in the value of the bond. Therefore, portfolios with longer durations are typically more sensitive to changes in interest rates.
•  Set desired portfolio maturity structure by comparing the differences between corporate and U.S. Government securities of similar duration to judge their potential for optimal return in accordance with the target duration benchmark.

 
 
Prospectus About the Funds
3


 

 
American Beacon
 
Balanced Fund SM  — (continued)
•  Determine the weightings of each security type by analyzing the difference in yield spreads between corporate and U.S. Government securities.
•  Select specific debt securities within each security type.
•  Review and monitor portfolio composition for changes in credit, risk-return profile and comparisons with benchmarks.
 
The bottom-up fixed income investment strategy is implemented as follows:
 
•  Search for eligible securities with a yield to maturity advantage versus a U.S. Government security with a similar maturity.
•  Evaluate credit quality of the securities.
•  Perform an analysis of the expected price volatility of the securities to changes in interest rates by examining actual price volatility between U.S. Government and non-U.S. Government securities.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term obligations. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
Principal Risk Factors
 
 
Market Risk (Stocks)
Since this Fund invests a substantial portion of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks will decline due to drops in the stock market. In general, the value of the Fund will move in the same direction as the overall stock market, which will vary from day to day in response to the activities of individual companies and general market and economic conditions.
 
Value Stocks Risk (Stocks)
Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices may go down. While the Fund’s investments in value stocks may limit its downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk.
 
Interest Rate Risk (Bonds)
The Fund is subject to the risk that the market value of the bonds it holds will decline due to rising interest rates. When interest rates rise, the prices of most bonds go down. The price of a bond is also affected by its maturity. Bonds with longer maturities generally have greater sensitivity to changes in interest rates.
 
Credit Risk (Bonds)
The Fund is subject to the risk that the issuer of a bond, including a U.S. Government agency not backed by the full faith and credit of the U.S. Government, will fail to make timely payment of interest or principal. A decline in an issuer’s credit rating can cause its price to go down.
 
Prepayment and Extension Risk (Bonds)
The Fund’s investments in asset-backed and mortgage-backed securities are subject to the risk that the principal amount of the underlying collateral may be repaid prior to the bond’s maturity date. If this occurs, no additional interest will be paid on the investment and the Fund may have to invest at a lower rate. Conversely, a decrease in expected prepayments may result in the extension of a security’s effective maturity and a decline in its price.
 
Foreign Investing Risk
Investing in the securities of foreign companies carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) political and financial instability, (2) less liquidity and greater volatility, (3) lack of uniform accounting, auditing and financial reporting standards, and (4) increased price volatility.
 
Securities Selection Risk
Securities selected by the Manager or a sub-advisor for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to three broad-based market indices, an index specific to the Fund’s strategy, and the Lipper Mixed-Asset Target Allocation Growth (MATAG) Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market indices and the index specific to the Fund’s strategy do not reflect fees, expenses or taxes. The Service

 
 
About the Funds Prospectus
4


 

 
American Beacon
 
Balanced Fund SM  — (continued)
Class of the Fund began offering its shares on May 31, 2005. However, another class of shares of the Fund not offered in this Prospectus began offering its shares on August 1, 1994. In the chart and table below, performance results before May 31, 2005 are for the older class. Because the other class had lower expenses, its performance was better than the Service Class of the Fund would have realized in the same period. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
     
Highest Quarterly Return:
   13.65%
(1/1/97 through 12/31/06)
  (2nd Quarter 2003)
Lowest Quarterly Return:
  –10.75%
(1/1/97 through 12/31/06)
  (3rd Quarter 2002)
 
                         
    Average Annual Total Return
    as of 12/31/06
    1 Year   5 Years   10 Years
Return Before Taxes
    13.32%       9.10%       8.33%  
Return After Taxes on Distributions
    11.57%       7.75%       6.12%  
Return After Taxes on Distributions and Sale of Fund Shares
    9.82%       7.32%       6.04%  
 
 
Linked S&P 500/Citigroup Value Index 1
    20.80%       9.13%       9.31%  
S&P 500 Index 2
    15.79%       6.19%       8.42%  
Lehman Bros. Aggregate Index 3
    4.33%       5.06%       6.24%  
Balanced Composite Index 4
    13.99%       7.78%       8.42%  
Lipper MATAG Funds Index
    13.55%       7.66%       8.00%  
 
1
The Linked S&P 500/Citigroup Value Index represents returns of the S&P 500/Barra Value Index (“Barra Index”) up to October 31, 2005 and the S&P 500/Citigroup Value Style Index (“Citigroup Index”) thereafter. The Barra Index is a market value weighted index of stocks with book-to-price ratios in the top 50% of the S&P 500 Index. The Citigroup Index is a market value weighted index of stocks in the S&P 500 that score highest based on an average of book-to-price ratio, cash flow-to-price ratio, sales-to-price ratio, and dividend yield, representing 50% of the total market value of the S&P 500.
 
2
The S&P 500 Index is an unmanaged index of common stocks publicly traded in the United States.
 
3
The Lehman Brothers Aggregate Index is a market value weighted performance benchmark for government, corporate, mortgage-backed and asset-backed fixed-rate debt securities of all maturities.
 
4
To reflect the Fund’s allocation of its assets between investment grade fixed-income securities and equity securities, the Manager has combined the returns of the Linked S&P 500/Citigroup Value Index and the Lehman Brothers Aggregate Index in a 60%/40% proportion.
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the Return After Taxes on Distributions and Sale of Fund Shares may be higher than the other returns for the same period. This occurs when a capital loss is realized upon redemption, resulting in a tax deduction that benefits the shareholder. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. If you hold your Fund shares through a tax-deferred arrangement, such as an IRA or a 401(k), the after-tax returns do not apply to your situation.
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Balanced Fund.
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.28 %
Distribution (12b-1) Fees
    0.25  
Other Expenses
    0.69  
Acquired Fund Fees and Expenses 1
    0.03  
         
Total Annual Fund Operating Expenses 2
    1.25 %
         
Expense Reimbursement/(Recoupment)
    0.15 3
Net Expenses
    1.10 % 4
 
1
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
2
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.

 
 
Prospectus About the Funds
5


 

 
American Beacon
 
Balanced Fund SM  — (continued)
 
3
The Manager has contractually agreed to waive Distribution Fees and reimburse the Service Class of the Fund for Other Expenses through February 29, 2008 to the extent that Total Annual Fund Operating Expenses exceed 1.10%. The contractual expense reimbursement can be changed by approval of a majority of the Fund’s Board of Trustees. In addition, the Manager may decide voluntarily to waive additional fees or reimburse the Fund for other expenses. The Manager can be reimbursed by the Fund for any contractual or voluntary fee waivers or expense reimbursements made on or after the inception date of the Service Class of the Fund. Such reimbursements to the Manager will be made only if the reimbursement (a) occurs within three years after the Manager’s own waiver or reimbursement and (b) does not cause the Total Annual Fund Operating Expenses of the Service Class of the Fund to exceed 1.10%.
 
4
The contractual expense limitation excludes interest, taxes, brokerage commissions and extraordinary expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Because the Manager has contractually agreed to reimburse expenses only through February 29, 2008, Net Expenses were used to calculate the cost in year one, and Total Annual Fund Operating Expenses were used to calculate costs for years two through ten. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $112  
3 Years
    $382  
5 Years
    $672  
10 Years
    $1,498  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.
 

 
 
About the Funds Prospectus
6


 

 
American Beacon
 
Large Cap Value Fund SM
 
 
Investment Objective
 
 
Long-term capital appreciation and current income.
 
Principal Strategies
 
 
Ordinarily, at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in equity securities of large market capitalization U.S. companies. These companies generally have market capitalizations similar to the market capitalization of the companies in the Russell 1000 ® Index 1 at the time of investment. The Russell 1000 Index measures the performance of the 1,000 largest U.S. companies based on total market capitalization. As of December 31, 2006, the market capitalizations of the companies in the Russell 1000 Index ranged from $1.2 billion to $463.6 billion. The Fund’s investments may include common stocks, preferred stocks, securities convertible into U.S. common stocks, U.S. dollar-denominated American Depositary Receipts, and U.S. dollar-denominated foreign stocks traded on U.S. exchanges (collectively referred to as “stocks”).
 
The Fund’s assets are currently allocated among four investment sub-advisors:
 
Barrow, Hanley, Mewhinney & Strauss, Inc.
 
Brandywine Global Investment Management, LLC
 
Hotchkis and Wiley Capital Management, LLC
 
Metropolitan West Capital Management, LLC
 
The Manager does not anticipate allocating any new assets to Hotchkis and Wiley Capital Management, LLC, as they have reached their capacity limit for large cap value assets. The Manager intends to allocate all new assets, generally on an equal basis, among Barrow, Hanley, Mewhinney & Strauss, Inc., Brandywine Global Investment Management, LLC and Metropolitan West Capital Management, LLC.
 
The Fund’s sub-advisors select stocks that, in their opinion, have most or all of the following characteristics (relative to the S&P 500 ® Index):
 
• above-average earnings growth potential,
• below-average price to earnings ratio,
• below-average price to book value ratio, and
• above-average dividend yields.
 
Each of the Fund’s sub-advisors determines the earnings growth prospects of companies based upon a combination of internal and external research using fundamental analysis and considering changing economic trends. The decision to sell a stock is typically based on the belief that the company is no longer considered undervalued or shows deteriorating fundamentals, or that better investment opportunities exist in other stocks. The Manager believes that this strategy will help the Fund outperform other investment styles over the longer term while minimizing volatility and downside risk.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term obligations. Investment grade obligations include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Market Risk
Since this Fund invests most of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks will decline due to drops in the stock market. In general, the value of the Fund will move in the same direction as the overall stock market, which will vary from day to day in response to the activities of individual companies and general market and economic conditions.
 
Value Stocks Risk
Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices may go down. While the Fund’s investments in value stocks may limit its downside risk over time, the
 
 
1       The Russell 1000  ® Index is a registered trademark of Frank Russell Company.

 
 
Prospectus About the Funds
7


 

 
American Beacon
 
Large Cap Value Fund SM  — (continued)
Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk.
 
Foreign Investing Risk
Investing in the securities of foreign companies carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) political and financial instability, (2) less liquidity and greater volatility, (3) lack of uniform accounting, auditing and financial reporting standards, and (4) increased price volatility.
 
Securities Selection Risk
Securities selected by a sub-advisor for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to two broad-based market indices and the Lipper Large-Cap Value Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market indices do not reflect fees, expenses or taxes. The Service Class of the Fund began offering its shares on May 31, 2005. However, another class of shares of the Fund not offered in this Prospectus began offering its shares on August 1, 1994. In the chart and table below, performance results before May 31, 2005 are for the older class. Because the other class had lower expenses, its performance was better than the Service Class of the Fund would have realized in the same period. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
     
Highest Quarterly Return:
(1/1/97 through 12/31/06)
   19.76%
(2nd Quarter 2003)
Lowest Quarterly Return:
(1/1/97 through 12/31/06)
  –18.68%
(3rd Quarter 2002)
 
                         
    Average Annual Total Return
    as of 12/31/06
    1 Year   5 Years   10 Years
Return Before Taxes
    18.43%       11.87%       9.68%  
Return After Taxes on Distributions
    17.67%       11.28%       7.93%  
Return After Taxes on Distributions and Sale of Fund Shares
    12.70%       10.17%       7.54%  
 
 
Linked S&P 500/Citigroup Value Index 1
    20.80%       9.13%       9.31%  
S&P 500 Index 2
    15.79%       6.19%       8.42%  
Lipper Large-Cap Value Funds Index
    18.28%       7.67%       8.54%  
 
1
The Linked S&P 500/Citigroup Value Index represents returns of the S&P 500/Barra Value Index (“Barra Index”) up to October 31, 2005 and the S&P 500/Citigroup Value Style Index (“Citigroup Index”) thereafter. The Barra Index is a market value weighted index of stocks with book-to-price ratios in the top 50% of the S&P 500 Index. The Citigroup Index is a market value weighted index of stocks in the S&P 500 that score highest based on an average of book-to-price ratio, cash flow-to-price ratio, sales-to-price ratio, and dividend yield, representing 50% of the total market value of the S&P 500.
 
2
The S&P 500 Index is an unmanaged index of common stocks publicly traded in the United States.
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the Return After Taxes on Distributions and Sale of Fund Shares may be higher than the other returns for the same period. This occurs when a capital loss is realized upon redemption, resulting in a tax deduction that benefits the shareholder. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. If you hold your Fund shares through a tax-deferred arrangement, such as an IRA or a 401(k), the after-tax returns do not apply to your situation.

 
 
About the Funds Prospectus
8


 

 
American Beacon
 
Large Cap Value Fund SM  — (continued)
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Large Cap Value Fund.
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.29 %
Distribution (12b-1) Fees
    0.25  
Other Expenses
    0.55  
Acquired Fund Fees and Expenses 1
    0.02  
         
Total Annual Fund Operating Expenses 2
    1.11 %
         
 
1
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
2
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
                         
1 Year
    $113                  
3 Years
    $353                  
5 Years
    $612                  
10 Years
    $1,352                  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.
 

 
 
Prospectus About the Funds
9


 

 
American Beacon
 
Small Cap Value Fund SM
 
 
Investment Objective
 
 
Long-term capital appreciation and current income.
 
Principal Strategies
 
 
Ordinarily, at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in equity securities of small market capitalization U.S. companies. These companies generally have market capitalizations of $3 billion or less at the time of investment. The Fund’s investments may include common stocks, preferred stocks, securities convertible into common stocks, U.S. dollar-denominated American Depositary Receipts, and U.S. dollar-denominated foreign stocks traded on U.S. exchanges (collectively, “stocks”).
 
The Fund’s assets are currently allocated among five investment sub-advisors:
 
Barrow, Hanley, Mewhinney & Strauss, Inc. (“Barrow”)
 
Brandywine Global Investment Management, LLC (“Brandywine Global”)
 
Hotchkis and Wiley Capital Management, LLC (“Hotchkis”)
 
Opus Capital Group, LLC (“Opus”)
 
The Boston Company Asset Management, LLC (“The Boston Company”)
 
The Fund’s Board of Trustees has appointed the following three investment sub-advisors to the Fund, but the Manager has not allocated Fund assets to these sub-advisors:
 
Dreman Value Management, LLC (“Dreman”)
 
Metropolitan West Capital Management, LLC (“MetWest Capital”)
 
SSgA Funds Management, Inc. (“SSgA”)
 
The Manager does not anticipate allocating any new assets to Barrow or Hotchkis, as these sub-advisors have reached their capacity limit for small cap assets. The Manager intends to allocate new assets among Brandywine Global, Dreman, MetWest Capital, Opus, SSgA, and The Boston Company as their capacity commitments to the Fund permit.
 
The sub-advisors, except SSgA, select stocks that, in their opinion, have most or all of the following characteristics (relative to the Russell 2000 ® Index 1 ):
 
above-average earnings growth potential,
below-average price to earnings ratio, and
below-average price to book value ratio.
 
SSgA pursues an enhanced index strategy, seeking to outperform the Russell 2000 ® Value Index 1 (the “Index”) by selecting stocks that are undervalued by the market and that possess superior earnings growth potential. In deciding to purchase or hold a stock, SSgA considers perspectives on the stock’s growth potential and valuation as well as sentiment toward the stock by the market and the company’s management. As an essential component of its investment process, SSgA attempts to control risk by constructing a portfolio with overall characteristics similar to the Index.
 
Each of the sub-advisors determines the earnings growth prospects of companies based upon a combination of internal and external research using fundamental analysis and considering changing economic trends. The decision to sell a stock is typically based on the belief that the company is no longer considered undervalued or shows deteriorating fundamentals, or that better investment opportunities exist in other stocks. The Manager believes that this strategy will help the Fund outperform other investment styles over the longer term while minimizing volatility and downside risk.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term obligations. Investment grade obligations include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will
 
 
1       Russell 2000 Index and Russell 2000 Value Index are registered trademarks of Frank Russell Company.

 
 
About the Funds Prospectus
10


 

 
American Beacon
 
Small Cap Value Fund SM  — (continued)
be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Market Risk
Since this Fund invests most of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks will decline due to drops in the stock market. In general, the value of the Fund will move in the same direction as the overall stock market, which will vary from day to day in response to the activities of individual companies and general market and economic conditions.
 
Small Capitalization Companies Risk
Investing in the securities of small capitalization companies involves greater risk and the possibility of greater price volatility than investing in larger capitalization and more established companies, since smaller companies may have limited operating history, product lines, and financial resources, the securities of these companies may lack sufficient market liquidity and they can be particularly sensitive to expected changes in interest rates, borrowing costs and earnings.
 
Value Stocks Risk
Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices may go down. While the Fund’s investments in value stocks may limit its downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk.
 
Foreign Investing Risk
Investing in the securities of foreign companies carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) political and financial instability, (2) less liquidity and greater volatility, (3) lack of uniform accounting, auditing and financial reporting standards, and (4) increased price volatility.
 
Securities Selection Risk
Securities selected by a sub-advisor for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper Small-Cap Value Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market index do not reflect fees, expenses or taxes. The Service Class of the Fund began offering its shares on May 1, 2003. However, two other classes of shares of the Fund not offered in this Prospectus began offering their shares on January 1, 1999 and March 1, 1999, respectively. In the chart and table below, performance results before March 1, 1999 are for the Institutional Class, and performance results from March 1, 1999 through April 30, 2003 are for the PlanAhead Class of the Fund. Because the other classes had lower expenses, their performance was better than the Service Class of the Fund would have realized in the same period. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
     
Highest Quarterly Return:
   24.65%
(1/1/99 through 12/31/06)
  (2nd Quarter 2003)
Lowest Quarterly Return:
  –20.90%
(1/1/99 through 12/31/06)
  (3rd Quarter 2002)
 

 
 
Prospectus About the Funds
11


 

 
American Beacon
 
Small Cap Value Fund SM  — (continued)
                         
    Average Annual Total Return
    as of 12/31/06
            Since Inception
    1 Year   5 Years   (12/31/98)
Return Before Taxes
    14.07%       15.68%       14.63%  
Return After Taxes on Distributions
    12.40%       14.44%       13.24%  
Return After Taxes on Distributions and Sale of Fund Shares
    10.38%       13.20%       12.24%  
 
 
Russell 2000 Value Index 1
    23.48%       15.37%       13.84%  
Lipper Small-Cap Value Funds Index
    17.13%       14.75%       13.44%  
 
1
The Russell 2000 Value Index is an unmanaged index of those stocks in the Russell 2000 Index with below-average price-to-book ratios and below-average forecasted growth values.
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the Return After Taxes on Distributions and Sale of Fund Shares may be higher than the other returns for the same period. This occurs when a capital loss is realized upon redemption, resulting in a tax deduction that benefits the shareholder. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. If you hold your Fund shares through a tax-deferred arrangement, such as an IRA or a 401(k), the after-tax returns do not apply to your situation.
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the Small Cap Value Fund.
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.51 %
Distribution (12b-1) Fees
    0.25  
Other Expenses
    0.58
Acquired Fund Fees and Expenses 1
    0.03  
         
Total Annual Fund Operating Expenses 2
    1.37 %
         
 
1
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
2
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $139  
3 Years
    $434  
5 Years
    $750  
10 Years
    $1,646  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
About the Funds Prospectus
12


 

 
American Beacon
 
International Equity Fund SM
 
 
Investment Objective
 
 
Long-term capital appreciation.
 
Principal Strategies
 
 
Ordinarily, at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in common stocks and securities convertible into common stocks (collectively, “stocks”) of issuers based in at least three different countries located outside the United States. The Fund will primarily invest in countries comprising the Morgan Stanley Capital International Europe Australasia Far East Index (“EAFE Index”). The EAFE Index is comprised of equity securities of companies from various industrial sectors whose primary trading markets are located outside the United States. Companies included in the EAFE Index are selected from among the larger capitalization companies in these markets.
 
The Fund’s assets are currently allocated among four investment sub-advisors:
 
Causeway Capital Management LLC
 
Lazard Asset Management LLC
 
Templeton Investment Counsel, LLC
 
The Boston Company Asset Management, LLC (“The Boston Company”)
 
The Manager does not anticipate allocating any new assets to Causeway Capital Management LLC, as it has closed its international value equity strategy to further investments by the Fund. The Manager intends to allocate all new assets among Lazard Asset Management LLC, Templeton Investment Counsel, LLC and The Boston Company. The Boston Company has recently been selected as a sub-advisor to the Fund, and as such, the Manager intends to gradually increase the portion of Fund assets under The Boston Company’s management to approximate that of the other sub-advisors.
 
The sub-advisors select stocks that, in their opinion, have most or all of the following characteristics (relative to that stock’s country, sector or industry):
 
•  above-average return on equity or earnings growth potential,
•  below-average price to earnings or price to cash flow ratio,
•  below-average price to book value ratio, and
•  above-average dividend yields.
 
The sub-advisors may consider potential changes in currency exchange rates when choosing stocks. Each of the sub-advisors determines the earnings growth prospects of companies based upon a combination of internal and external research using fundamental analysis and considering changing economic trends. The decision to sell a stock is typically based on the belief that the company is no longer considered undervalued or shows deteriorating fundamentals, or that better investment opportunities exist in other stocks. The Manager believes that this strategy will help the Fund outperform other investment styles over the longer term while minimizing volatility and downside risk. A sub-advisor may trade forward foreign currency contracts or currency futures in an attempt to reduce the Fund’s risk exposure to adverse fluctuations in currency exchange rates.
 
Under adverse market conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its assets in cash or cash equivalents, including investment grade short-term obligations. Investment grade obligations include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations rating that security (such as Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.) or rated in one of the four highest rating categories by one rating organization if it is the only organization rating that security. To the extent that the Fund invokes this strategy, its ability to achieve its investment objective may be affected adversely.
 
As noted above, the Fund has a policy of investing at least 80% of its assets in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.
 
Principal Risk Factors
 
 
Market Risk
Since this Fund invests most of its assets in stocks, it is subject to stock market risk. Market risk involves the possibility that the value of the Fund’s investments in stocks of a particular country will decline due to drops in that country’s stock market. In general, the value of the Fund will move in the same direction as the international stock markets in which it invests, which will vary from day to day in response to the activities of individual companies and general market, economic and political conditions of that country.

 
 
Prospectus About the Funds
13


 

 
American Beacon
 
International Equity Fund SM  — (continued)
 
Foreign Investing Risk
Overseas investing carries potential risks not associated with domestic investments. Such risks include, but are not limited to: (1) currency exchange rate fluctuations; (2) political and financial instability; (3) less liquidity and greater volatility of foreign investments; (4) lack of uniform accounting, auditing and financial reporting standards; (5) less government regulation and supervision of foreign stock exchanges, brokers and listed companies; (6) increased price volatility; and (7) delays in transaction settlement in some foreign markets.
 
Market Timing Risk
Because the Fund invests in foreign securities, it is particularly subject to the risk of market timing activities. The Fund generally prices foreign securities using their closing prices from the foreign markets in which they trade, typically prior to the Fund’s determination of its net asset value. These prices may be affected by events that occur after the close of a foreign market but before the Fund prices its shares. In such instances, the Fund may fair value foreign securities. However, some investors may engage in frequent short-term trading in the Fund to take advantage of any price differentials that may be reflected in the net asset value of the Fund’s shares. There is no assurance that fair valuation of securities can reduce or eliminate market timing. While the Manager monitors trading in Fund shares, there is no guarantee that it can detect all market timing activities. For further information regarding the Fund’s fair valuation and market timing policies, please see the sections titled “Valuation of Shares” and “Frequent Trading and Market Timing.”
 
Derivatives Risk
The Fund may use derivatives, such as futures contracts and foreign currency forward contracts as a hedge against foreign currency fluctuations. There can be no assurance that any strategy used will succeed. If one of the sub-advisors incorrectly forecasts currency exchange rates in utilizing a derivatives strategy for the Fund, the Fund could lose money.
 
Securities Selection Risk
Securities selected by a sub-advisor for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
 
Investment Risks
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
 
Historical Performance
 
 
The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The table shows how the Fund’s performance compares to a broad-based market index and the Lipper International Funds Index, a composite of mutual funds comparable to the Fund. The returns of the broad-based market index do not reflect fees, expenses or taxes. The Service Class of the Fund began offering its shares on May 1, 2003. However, another class of shares of the Fund not offered in this Prospectus began offering its shares on August 1, 1994. In the chart and table below, performance results before May 1, 2003 are for the older class of the Fund. Because the other class had lower expenses, its performance was better than the Service Class of the Fund would have realized in the same period. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
 
(AMR BAR CHART)
     
Highest Quarterly Return:
(1/1/97 through 12/31/06)
   21.79%
(2nd Quarter 2003)
Lowest Quarterly Return:
(1/1/97 through 12/31/06)
  –22.51%
(3rd Quarter 2002)
 
                         
    Average Annual Total Return
    as of 12/31/06
    1 Year   5 Years   10 Years
Return Before Taxes
    25.70%       15.78%       9.96%  
Return After Taxes on Distributions
    23.94%       14.90%       8.75%  
Return After Taxes on Distributions and Sale of Fund Shares
    18.66%       13.65%       8.24%  
 
 
EAFE Index 1
    26.34%       14.98%       7.71%  
Lipper International Funds Index
    25.89%       15.14%       8.77%  
 
1
The EAFE Index is an unmanaged index of international stock investment performance.

 
 
About the Funds Prospectus
14


 

 
American Beacon
 
International Equity Fund SM  — (continued)
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the Return After Taxes on Distributions and Sale of Fund Shares may be higher than the other returns for the same period. This occurs when a capital loss is realized upon redemption, resulting in a tax deduction that benefits the shareholder. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. If you hold your Fund shares through a tax-deferred arrangement, such as an IRA or a 401(k), the after-tax returns do not apply to your situation.
 
Fees and Expenses
 
 
This table describes the fees and expenses that you may pay if you buy and hold shares of the International Equity Fund. 1
 
Shareholder Fees
(fees paid directly from your investment)
 
         
Redemption Fee
       
(as a percentage of amount redeemed, if applicable)
    2.00 % 2
 
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
 
         
Management Fees
    0.34 %
Distribution (12b-1) Fees
    0.25  
Other Expenses
    0.60
Acquired Fund Fees and Expenses 3
    0.01  
         
Total Annual Fund Operating Expenses 4
    1.20 %
         
 
1
Prior to March 1, 2006, the Fund invested all of its investable assets in a corresponding portfolio of the Master Trust. Accordingly, the expense table and the Example below reflect the expenses of both the Fund and the International Equity Portfolio of the Master Trust through February 28, 2006
 
2
Fee applies to the proceeds of shares that are redeemed within 90 days of their purchase.
 
3
Acquired Fund Fees and Expenses are fees incurred indirectly by the Fund as a result of investment in certain pooled investment vehicles, such as mutual funds.
 
4
The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets provided in the Fund’s Financial Highlights table, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.
 
Example
 
 
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
 
         
1 Year
    $122  
3 Years
    $381  
5 Years
    $660  
10 Years
    $1,455  
 
Portfolio Holdings
 
 
A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Fund’s website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 
 
Prospectus About the Funds
15


 

 
 
The Manager
 
 
The Funds have retained American Beacon Advisors, Inc. to serve as their Manager. The Manager, located at 4151 Amon Carter Boulevard, Fort Worth, Texas 76155, is a wholly owned subsidiary of AMR Corporation. The Manager was organized in 1986 to provide investment management, advisory, administrative and asset management consulting services. As of December 31, 2006, the Manager had approximately $57.9 billion of assets under management, including approximately $28.2 billion under active management and $29.7 billion as named fiduciary or financial advisor. Approximately $26.9 billion of the Manager’s total assets under management were related to AMR Corporation.
 
The Manager provides or oversees the provision of all administrative, investment advisory and portfolio management services to the Funds. The Manager
 
•  develops the investment programs for each Fund,
•  selects and changes sub-advisors (subject to requisite approvals),
•  allocates assets among sub-advisors,
•  monitors the sub-advisors’ investment programs and results,
•  coordinates the investment activities of the sub-advisors to ensure compliance with regulatory restrictions,
•  oversees each Fund’s securities lending activities and actions taken by the securities lending agent, and
•  invests the portion of Fund assets which the sub-advisors determine should be allocated to high quality short-term debt obligations.
 
As compensation for providing management services, the Manager receives an annualized advisory fee that is calculated and accrued daily, equal to 0.10% of the net assets of each Fund.
 
The Manager receives a fee of 0.10% of the net assets of the Balanced Fund (as noted above) plus a fee of 0.15% of the Fund’s net fixed income assets under its management. In addition, the Funds pay the Manager the amounts due to their respective sub-advisors. The Manager then remits these amounts to the sub-advisors.
 
The Manager also may receive up to 25% of the net annual interest income or up to 25% of loan fees in regards to securities lending activities. Currently, the Manager receives 10% of the net annual interest income from the investment of cash collateral or 10% of the loan fees posted by borrowers. The Securities and Exchange Commission (“SEC”) has granted exemptive relief that permits the Funds to invest cash collateral received from securities lending transactions in shares of one or more private or registered investment companies managed by the Manager.
 
The management fees paid by the Funds for the fiscal year ended October 31, 2006, net of reimbursements and shown as a percentage of average net assets, were as follows:
 
         
    Management
Fund
  Fees
Balanced
    0.28%  
Large Cap Value
    0.29%  
Small Cap Value
    0.51%  
International Equity
    0.34%  
 
A discussion of the Board’s consideration and approval of the Management Agreement between the Funds and the Manager and the Investment Advisory Agreements between the sub-advisors and the Manager is available in the Funds’ semi-annual report dated April 30, 2006.
 
William F. Quinn and Douglas G. Herring are the leaders of the Manager’s portfolio management team that has joint responsibility for the day-to-day management of the Funds. Mr. Quinn and Mr. Herring are responsible for developing each Fund’s investment program and recommending sub-advisors to the Funds’ Board of Trustees. In addition, Mr. Quinn, in conjunction with the team members listed below, oversees the sub-advisors, reviews each sub-advisor’s performance and allocates the Funds’ assets among the sub-advisors and the Manager, as applicable.
 
     
Funds Under Management
 
Team Members
Balanced, Large Cap Value, and Small Cap Value
  Wyatt Crumpler
Adriana R. Posada
International Equity
  Wyatt Crumpler
Kirk L. Brown
 
Mr. Quinn is Chairman and CEO of the Manager and has served on the portfolio management team since the inception of the Funds in 1987. Mr. Herring is President of the Manager and has served on the portfolio management team since September 2006. Prior to joining the Manager, Mr. Herring was Vice President and Controller of American Airlines, Inc. from August 1998 to March 2006. Mr. Crumpler joined the Manager in January 2007 as Vice President of Trust Investments and a member of the portfolio management team. From January 2004 to January 2007, Mr. Crumpler was Managing Director of Corporate Accounting at American Airlines, Inc. Prior to that time, he was Director of IT Strategy and Finance for American Airlines, Inc. Ms. Posada became Manager of Trust Investments and a member of the team in October 1998. Mr. Brown is Managing Director of Trust and Alternative Investments, and he has served on the portfolio management team since February 1994. The Funds’ Statement of Additional Information (“SAI”) provides additional information about the members of the portfolio management team, including other accounts they manage, their ownership in the Funds they manage and their compensation.
 
Michael W. Fields oversees the team responsible for the portfolio management of a portion of the Balanced Fund. Mr. Fields has been with the Manager since it was founded in 1986 and serves as Vice President of Fixed Income Investments. As the leader of the team, Mr. Fields determines the overall strategy for the Manager’s portion

 
 
About the Funds Prospectus
16


 

of the Balanced Fund. In addition to Mr. Fields, the team responsible for the portfolio management of the Balanced Fund includes Patrick A. Sporl and Gyeong Kim. Mr. Sporl has served as a Senior Portfolio Manager since January 1999 and has managed a portion of the Balanced Fund since September 2001. He is primarily responsible for implementing the strategy outlined by Mr. Fields by determining the Fund’s holdings and characteristics. Ms. Kim has served as Portfolio Manager to the Balanced Fund since November 2002. Prior to becoming a Portfolio Manager, Ms. Kim had been the Manager of Credit Research and Analysis for the Manager since June 1998. She has responsibility for credit and relative value analysis of corporate bonds. The Funds’ SAI provides additional information about Mr. Fields, Mr. Sporl, and Ms. Kim, including other accounts they manage, their ownership in the Balanced Fund and their compensation.
 
The Sub-Advisors
 
 
Each Fund’s assets are allocated among one or more sub-advisors by the Manager. The assets of the Balanced Fund are allocated by the Manager among the Manager and three other sub-advisors. Each sub-advisor has discretion to purchase and sell securities for its segment of a Fund’s assets in accordance with the Fund’s objectives, policies, restrictions and more specific strategies provided by the Manager. Pursuant to an exemptive order issued by the SEC, the Manager is permitted to enter into new or modified investment advisory agreements with existing or new sub-advisors without approval of a Fund’s shareholders, but subject to approval of the Funds’ Board of Trustees (“Board”). The Prospectus will be supplemented if additional sub-advisors are retained or the contract with any existing sub-advisor is terminated.
 
Set forth below is a brief description of each sub-advisor and the portfolio managers with primary responsibility for the day-to-day management of the Funds. The Funds’ SAI provides additional information about the portfolio managers, including other accounts they manage, their ownership in the Funds they manage and their compensation.
 
BARROW, HANLEY, MEWHINNEY & STRAUSS, INC. (“Barrow”), 2200 Ross Avenue, 31st Floor, Dallas, Texas 75201, is a professional investment counseling firm that has been providing investment advisory services since 1979. The firm is a subsidiary of Old Mutual Asset Managers (US) LLC, which is a subsidiary of Old Mutual plc, an international financial services group. As of December 31, 2006, Barrow had discretionary investment management authority with respect to approximately $63 billion of assets, including approximately $2.9 billion of assets of AMR Corporation and its subsidiaries and affiliated entities. Barrow serves as a sub-advisor to the Balanced, Large Cap Value and Small Cap Value Funds.
 
Barrow manages client assets on a team basis for their equity and fixed income strategies. The members of the team for each Fund are listed below.
 
         
        Business
Name and Title of
  Length of Service
  Experience
Portfolio Managers
  to Fund   Past 5 Years
 
Balanced & Large Cap Value Funds
   
James P. Barrow
       
Portfolio Manager/Partner
  Since Inception   Portfolio
Manager/Barrow
Small Cap Value Fund
       
James S. McClure
       
Portfolio Manager
  Since 2003   Portfolio
Manager/Barrow
John P. Harloe
       
Portfolio Manager
  Since 2003   Portfolio
Manager/Barrow
Balanced Fund
       
John S. Williams
       
Portfolio Manager
  Since Inception   Portfolio
Manager/Barrow
David H. Hardin
       
Portfolio Manager
  Since Inception   Portfolio
Manager/Barrow
J. Scott McDonald
       
Portfolio Manager
  Since 1994   Portfolio
Manager/Barrow
Mark C. Luchsinger
       
Portfolio Manager
  Since 1996   Portfolio
Manager/Barrow
Deborah A. Petruzzelli
       
Portfolio Manager
  Since 2002   Barrow/Victory
Capital 1
 
1
Prior to joining Barrow in 2002, Debbie Petruzzelli was a portfolio manager with Victory Capital.
 
Barrow’s equity portfolio managers and analysts work as a team for the purposes of generating and researching investment ideas within the large, mid, and small cap segments of the market. Individual equity security holdings and their weightings in Barrow’s portion of the Balanced, Large Cap Value and Small Cap Value Funds are the result of input from both analysts and portfolio managers. However, the ultimate decision for inclusion and weighting in a Fund rests with the portfolio manager for large cap, and with the management team for the small cap strategy. While all of Barrow’s equity portfolio managers act as generalists, each portfolio manager also has a specific sector responsibility along with an analyst member of the team. This serves as an internal mentoring process, in addition to assuring that Barrow has adequate coverage across all sectors and market capitalization ranges.
 
Barrow manages its fixed income portion of the Balanced Fund using a team approach, with investment strategy decisions resulting from a consensus of its fixed income professionals — five senior portfolio managers and two dedicated research analysts. All five portfolio managers are generalists, but each also has specific responsibilities for strategic focus on particular aspects of the marketplace and the portfolio structure strategy. Fixed income research responsibilities are divided among the team members, each specializing in areas in which they have particular expertise and interest. Individual bond selection decisions are also consistently made across all portfolios having similar investment objectives.
 
BRANDYWINE GLOBAL INVESTMENT MANAGEMENT, LLC (“Brandywine Global”), formerly known

 
 
Prospectus About the Funds
17


 

as Brandywine Asset Management, LLC, 2929 Arch Street, 8th Floor, Philadelphia, PA 19104, is a professional investment advisory firm founded in 1986. Brandywine Global is a wholly owned subsidiary of Legg Mason, Inc. As of December 31, 2006, Brandywine had assets under management totaling approximately $39.3 billion, including approximately $4.2 billion of assets of AMR Corporation and its subsidiaries and affiliated entities. Brandywine Global serves as a sub-advisor to the Balanced, Large Cap Value and Small Cap Value Funds.
 
Brandywine Global Portfolio Managers for the
Balanced and Large Cap Value Funds
 
 
Paul R. Lesutis, CFA, Managing Director, is a member of Brandywine Global’s Executive Committee and serves as lead Portfolio Manager of Brandywine Global’s fundamental large cap value equity strategy. In addition, he is responsible for research coverage of the Banks and Paper & Forest Products sectors, contributing insight and stock recommendations to all of Brandywine Global’s domestic equity products. Mr. Lesutis joined Brandywine Global in 1991 and has served as lead portfolio manager to Brandywine Global’s portion of the Balanced and Large Cap Value Funds since 1996.
 
Earl J. Gaskins, Managing Director, is a lead Portfolio Manager for Brandywine Global’s large cap value and socially responsible large cap value equity strategies and is Co-Manager for the fundamental large cap value equity strategy. He is responsible for research coverage of the Chemicals and Energy sectors, contributing industry insight and stock recommendations to all of Brandywine Global’s equity products. Mr. Gaskins has been with Brandywine Global since 1996 and has co-managed Brandywine Global’s portion of the Balanced and Large Cap Value Funds since 1996.
 
Stephen S. Smith, Managing Director, is a member of Brandywine Global’s Executive Committee, serves as co-lead Portfolio Manager for Brandywine Global’s fixed income and balanced strategies and also contributes his extensive knowledge of global markets and currencies to support the research efforts for international/global value equity strategies. Mr. Smith is also a member of Brandywine Global’s large cap value equity team and is responsible for research coverage of the Tobacco, Healthcare, and Financial Services industries, contributing insight and stock recommendations to all of Brandywine Global’s equity products. He joined Brandywine Global in 1991 and has served as a portfolio manager to Brandywine Global’s portion of the fixed income portion of the Balanced Fund since April 1996.
 
Brandywine Global Portfolio Managers for the
Small Cap Value Fund
 
 
Henry F. Otto, Managing Director, is the founder and Co-Manager for Brandywine Global’s diversified value equity strategy and assists in ongoing research into value investing and designing quantitative evaluation tools. Mr. Otto is a member of Brandywine Global’s Executive Committee. He joined Brandywine Global in 1987 and has served as a portfolio manager to Brandywine Global’s portion of the Small Cap Value Fund since December 1998.
 
Steven M. Tonkovich, Managing Director, is a member of Brandywine Global’s Executive Committee, serves as Co-Manager for Brandywine Global’s diversified value equity strategy and is integral to ongoing research into value investing, to designing quantitative evaluation tools and to managing Brandywine Global’s information systems. Mr. Tonkovich has been with Brandywine Global since 1989 and has served as a portfolio manager to Brandywine Global’s portion of the Small Cap Value Fund since December 1998.
 
CAUSEWAY CAPITAL MANAGEMENT LLC (“Causeway”), 11111 Santa Monica Blvd., Suite 1500, Los Angeles, California 90025, is an international and global equity investment management firm. Causeway began operations in June 2001. As of December 31, 2006, Causeway had approximately $18.2 billion in assets under management, including approximately $1.8 billion of assets of AMR Corporation and its subsidiaries and affiliated entities. Causeway serves as a sub-advisor to the International Equity Fund.
 
Causeway’s portion of the International Equity Fund is managed by a team of portfolio managers comprised of Sarah H. Ketterer, Harry W. Hartford, James A. Doyle, Jonathan P. Eng and Kevin Durkin.
 
Sarah H. Ketterer is the Chief Executive Officer of Causeway and is responsible for research in the global financials and healthcare sectors. Ms. Ketterer co-founded Causeway in June 2001. Prior to that, she was with the Hotchkis and Wiley division of Merrill Lynch Investment Managers, L.P. (“MLIM”) since 1996, where she was a Managing Director and co-head of the International and Global Value Equity Team in Los Angeles. Ms. Ketterer has co-managed the Fund since May 1993.
 
Harry W. Hartford is the President of Causeway and is responsible for research in the global financials and materials sectors. Mr. Hartford co-founded Causeway in June 2001. Prior to that, he was with the Hotchkis and Wiley division of MLIM since 1996, where he was a Managing Director and co-head of the International and Global Value Equity Team in Los Angeles. Mr. Hartford has co-managed the Fund since May 1994.
 
James A. Doyle is a Director of Causeway and is responsible for research in the global consumer discretionary, financials and information technology sectors. He joined the firm in June 2001. Previously, Mr. Doyle was with the Hotchkis and Wiley division of MLIM since 1997, where he was a Vice President and the head of investment research for the International and Global Value Equity Team in Los Angeles. Mr. Doyle has co-managed the Fund since January 2006.
 
Jonathan P. Eng is a Director of Causeway and is responsible for research in the consumer discretionary, industrials and materials sectors. Mr. Eng joined the firm in July

 
 
About the Funds Prospectus
18


 

2001. From 1997 to July 2001, Mr. Eng was with the Hotchkis and Wiley division of MLIM in Los Angeles and London, where he was an equity research associate for the International and Global Value Equity Team. Mr. Eng has co-managed the Fund since January 2006.
 
Kevin Durkin is a Vice President of Causeway and is responsible for research in the global consumer staples, industrials and energy sectors. Mr. Durkin joined the firm in June 2001. From 1999 to June 2001, Mr. Durkin was with the Hotchkis and Wiley division of MLIM in Los Angeles, where he was an equity research associate for the International and Global Value Equity Team. Mr. Durkin has co-managed the Fund since January 2006.
 
DREMAN VALUE MANAGEMENT, LLC (“Dreman”), Harborside Financial Center, Plaza 10, Suite 800, Jersey City, New Jersey 07311, is an independently owned investment advisor founded in 1997, with predecessor firms dating back to 1977. As of December 31, 2006, Dreman had approximately $21.6 billion of assets under management, which included approximately $391 million of assets of AMR Corporation and its subsidiaries and affiliated entities. Dreman serves as a sub-advisor to the Small Cap Value Fund.
 
David N. Dreman is the Lead Portfolio Manager for Dreman’s portion of the Small Cap Value Fund. Mr. Dreman has over 30 years of investment experience and has served as Chairman and Chief Investment Officer of Dreman and its predecessor firms since 1977. Mr. Dreman has managed Dreman’s portion of the Fund since August 2005. Mark Roach and E. Clifton Hoover, Jr. serve as portfolio managers for Dreman’s portion of the Fund. Mr. Roach has been Managing Director and Portfolio Manager of Dreman since 2006. From 2002 to 2006, he was a Portfolio Manager at Vaughan Nelson Investment Management. Mr. Roach has managed Dreman’s portion of the Fund since November 2006. Mr. Hoover has been Managing Director and Co-Chief Investment Officer of Large Cap Value Strategy for Dreman since 2006. From 1997 to 2006, he was Managing Director and a Portfolio Manager at NFJ Investment Group. Mr. Hoover has managed Dreman’s portion of the Fund since November 2006.
 
HOTCHKIS AND WILEY CAPITAL MANAGEMENT, LLC (“Hotchkis”), 725 South Figueroa Street, 39th Floor, Los Angeles, California 90017, is a professional domestic equity management firm. Hotchkis was formed in October 2001 from the key domestic equity management personnel at Merrill Lynch Investment Managers, L.P., a former sub-advisor to the Funds. As of December 31, 2006, Hotchkis had approximately $35.5 billion in assets under management, including approximately $1.5 billion of assets of AMR Corporation and its subsidiaries and affiliated entities. Hotchkis serves as a sub-advisor to the Balanced, Large Cap Value and Small Cap Value Funds.
 
In addition to the Funds, Hotchkis manages institutional separate accounts and is the advisor and sub-advisor to other mutual funds. The investment process is the same for similar accounts, including the Funds and is driven by team-oriented, in-depth, fundamental research. The investment research staff is organized by industry coverage and supports all of the accounts managed in each of Hotchkis’ investment strategies. Weekly research meetings provide a forum where analysts and portfolio managers discuss current investment ideas within their assigned industries. Generally, the entire investment team, or a sub-set of the team, then debates the merits of recommendations, taking into account the prevailing market environment, the portfolio’s current composition, and the relative value of alternative investments. The culmination of this process is the formation of a “target portfolio” for each investment strategy representing the best investment ideas with appropriate weights for each of the holdings.
 
Although the Balanced (equity portion), Large Cap Value and Small Cap Value Funds are managed by Hotchkis’ investment team, Hotchkis has identified the five portfolio managers with the most significant responsibility for Hotchkis’ portion of each Fund’s assets. This list does not include all members of the investment team.
 
Hotchkis Portfolio Managers for the
Balanced and Large Cap Value Funds
 
 
George Davis, Patricia McKenna, Sheldon Lieberman, Stan Majcher, and David Green participate in the investment decision process during the group meetings in which the team decides the stock/weight selection for the target portfolio. They have authority to direct trading activity for the Funds. Mr. Majcher and Mr. Green are jointly responsible for the day-to-day management of the Funds’ cash flows, which includes directing the Funds’ purchases and sales to ensure that the Funds’ holdings remain reflective of the “target portfolio.”
 
Mr. Davis, currently Principal, Portfolio Manager and Chief Executive Officer, joined Hotchkis in 1988 as Portfolio Manager and Analyst and became a portfolio manager to Hotchkis’ portion of the Funds at that time. Ms. McKenna, currently Principal and Portfolio Manager, joined Hotchkis in 1995 as Portfolio Manager and Analyst, at which time she began managing Hotchkis’ portion of the Funds. Mr. Lieberman, currently Principal and Portfolio Manager, joined Hotchkis in 1994 as Portfolio Manager and Analyst and has managed Hotchkis’ portion of the Funds since then. Mr. Majcher, currently Principal and Portfolio Manager, joined Hotchkis in 1996 as Analyst and became Portfolio Manager in 1999. He has served as portfolio manager to Hotchkis’ portion of the Funds since 1999. Mr. Green, currently Principal and Portfolio Manager, joined Hotchkis in 1997 as Portfolio Manager and Analyst. He has managed Hotchkis’ portion of the Funds since 1997.
 
Hotchkis Portfolio Managers for the
Small Cap Value Fund
 
 
David Green, Jim Miles, Stan Majcher, George Davis, and Judd Peters participate in the investment decision process during the group meetings in which the team decides the stock/weight selection for the target portfolio. They have

 
 
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authority to direct trading activity for the Fund. Mr. Green, Mr. Miles and Mr. Majcher are jointly responsible for the day-to-day management of the Fund’s cash flows, which includes directing the Fund’s purchases and sales to ensure that the Fund’s holdings remain reflective of the “target portfolio.”
 
Mr. Green, currently Principal and Portfolio Manager, joined Hotchkis in 1997 as Portfolio Manager and Analyst. He has managed Hotchkis’ portion of the Fund since 1999. Mr. Miles, currently Principal and Portfolio Manager, joined Hotchkis in 1995 as Portfolio Manager and Analyst. He has served as portfolio manager to Hotchkis’ portion of the Fund since 1999. Mr. Majcher, currently Principal and Portfolio Manager, joined Hotchkis in 1996 as Analyst and became Portfolio Manager in 1999, at which time he became a portfolio manager to Hotchkis’ portion of the Fund. Mr. Davis, currently Principal, Portfolio Manager and Chief Executive Officer, joined Hotchkis in 1988 as Portfolio Manager and Analyst. He has served as portfolio manager to Hotchkis’ portion of the Funds since 1999. Mr. Peters, currently Portfolio Manager, joined Hotchkis in 1999 as an Analyst and became Portfolio Manager in 2002. He has served as portfolio manager to Hotchkis’ portion of the Fund since 2002.
 
LAZARD ASSET MANAGEMENT LLC (“Lazard”), 30 Rockefeller Plaza, New York, New York 10112, an SEC registered investment advisor, is a subsidiary of Lazard Frères & Co. LLC, a registered broker-dealer. Lazard and its affiliates provided investment management services to client discretionary accounts with assets totaling approximately $97.7 billion as of December 31, 2006, including approximately $1.1 billion of assets of AMR Corporation and its subsidiaries and affiliated entities. Lazard serves as a sub-advisor to the International Equity Fund.
 
The following individuals comprise Lazard’s International Equity management team, which is responsible for the day to day management of a portion of the International Equity Fund. Responsibility is shared equally among each member of the team.
 
John R. Reinsberg is a Deputy Chairman of Lazard with responsibility for international and global products. He also oversees the day-to-day operations of Lazard’s International Equity investment team. He joined Lazard in 1991 and began working in the investment field in 1981. Mr. Reinsberg has managed Lazard’s portion of the Fund since March 1999.
 
Michael A. Bennett is a Managing Director of Lazard and a Portfolio Manager for the International Equity, International Equity Select, European Equity Select, and Global Equity teams. He joined Lazard in 1992 and has worked in the investment field since 1987. Mr. Bennett has managed Lazard’s portion of the Fund since May 2003.
 
Michael G. Fry joined Lazard in 2005 as a Managing Director and is also a Managing Director and Portfolio Manager within Lazard Asset Management Limited in London. From 1995 to 2005, Mr. Fry held several positions at UBS Global Asset Management, including Lead Portfolio Manager and Head of Global Equity Portfolio Management, Global Head of Equity Research and Head of Australian Equities. Mr. Fry began working in the investment field in 1987. He has managed Lazard’s portion of the Fund since November 2005.
 
METROPOLITAN WEST CAPITAL MANAGEMENT, LLC (“MetWest Capital”), 610 Newport Center Drive, Suite 1000, Newport Beach, California 92660, is an SEC registered investment advisor founded in 1997. The firm is majority owned by Evergreen Investments, a division of Wachovia Corporation, and minority owned by its key professionals. As of December 31, 2006, MetWest Capital had approximately $3.6 billion of assets under management, which included approximately $1.4 billion of assets of AMR Corporation and its subsidiaries and affiliated entities. MetWest Capital serves as a sub-advisor to the Large Cap Value and Small Cap Value Funds.
 
Howard Gleicher oversees the MetWest Capital investment team with responsibility for a portion of the Large Cap Value Fund. Mr. Gleicher has served as Chief Investment Officer since MetWest Capital’s inception in August 1997 and has managed MetWest Capital’s portion of the Large Cap Value Fund since November 2000. In addition to Mr. Gleicher, the Large Cap Value Fund’s investment team includes Gary W. Lisenbee, David M. Graham, Jeffrey Peck, and Jay Cunningham. Mr. Lisenbee has served as President since MetWest Capital’s inception in August 1997 and has managed MetWest Capital’s portion of the Large Cap Value Fund since November 2000. Mr. Graham has served as Research Analyst since September 2000 and has managed MetWest Capital’s portion of the Large Cap Value Fund since November 2000. From May 2000 through September 2000, he was a Senior Portfolio Manager and Research Analyst at Wells Fargo. From 1987 through 1999, he served as Vice President and Director of Research at Palley-Needelman Asset Management, Inc. Mr. Peck has served as Research Analyst since March 2004 and has managed MetWest Capital’s portion of the Large Cap Value Fund since that time. From 2002 to March 2004, he was an equity research analyst with Janney Montgomery Scott, LLC. From 1998 through November 2001, he served as an equity research analyst at Bear Stearns & Company, Inc. Mr. Cunningham has served as Research Analyst since November 2005 and has managed MetWest Capital’s portion of the Large Cap Value Fund since May 2006. From August 2003 to November 2005, he was a Senior Analyst with Hibernia Southcoast Capital. From June 2001 through July 2003, he served as a Senior Analyst for AIM Investments.
 
Gary W. Lisenbee and Samir Sikka have joint responsibility for managing MetWest Capital’s portion of the Small Cap Value Fund. Mr. Lisenbee has managed the Fund since August 2005. Mr. Sikka has served as Co-Lead Strategist since February 2007, Research Analyst since July 2006, and has managed MetWest Capital’s portion of the Small Cap Value Fund since July 2006. From April 1999 to February 2006, he was a Senior Analyst with Trust Company of the West. In addition to Messrs. Lisenbee and

 
 
About the Funds Prospectus
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Sikka, the Small Cap Value Fund’s investment team includes Mrs. Ellie Chizmarova. Mrs. Chizmarova has served as a Research Analyst since June 2003 and has managed MetWest Capital’s portion of the Small Cap Value Fund since August 2005. From 2001 to June 2003, she was a Technical Support Analyst with MetWest Capital.
 
OPUS CAPITAL GROUP, LLC. (“Opus”), 1 West Fourth Street, 25 th Floor, Cincinnati, Ohio 45202, is an employee-owned registered investment advisor established in 1996. As of December 31, 2006, Opus had assets under management of approximately $1.1 billion, including approximately $475 million of assets of AMR Corporation and its subsidiaries and affiliated entities. Opus serves as a sub-advisor to the Small Cap Value Fund.
 
The Investment Committee at Opus is comprised of Len Haussler, President and Portfolio Manager, Kevin Whelan, Vice President and Portfolio Manager, and Jon Detter, Portfolio Manager. Opus has a team approach to the buying and selling of individual securities, and a consensus is usually formed before any purchase or sale of a security is initiated. If there is a lack of consensus, the Portfolio Manager makes the final decision. If the Portfolio Manager is out of the office and unavailable for consultation, the remaining members of the Investment Committee are authorized to make investment decisions.
 
Len A. Haussler co-founded Opus in 1996 and serves as the lead portfolio manager for the firm. Mr. Haussler develops the investment strategy, directs investments and oversees trading for all client portfolios. He has over 25 years of investment experience and has managed a portion of the Small Cap Value Fund since January 2005.
 
Kevin P. Whelan has served as Vice President and Portfolio Manager of Opus since 1998. He is primarily responsible for conducting research and directing trades. Mr. Whelan has over nine years of investment experience and has managed a portion of the Fund since January 2005.
 
Jonathon M. Detter has served as Portfolio Manager for Opus since 2003. He is primarily responsible for conducting research and directing trades. Prior to joining Opus, Mr. Detter valued private and public firms at Valuation Research Company and Arthur Andersen LLP. He has over five years of investment and valuation experience and has managed a portion of the Fund since January 2005.
 
SSgA FUNDS MANAGEMENT, INC. (“SSgA FM”), One Lincoln Street, Boston, Massachusetts 02111, is a subsidiary of State Street Corporation and an affiliate of State Street Bank and Trust Company. As of December 31, 2006, SSgA FM managed approximately $121.7 billion in assets and, together with its affiliates, which comprise State Street Global Advisors (“SSgA”), the investment management business of State Street Corporation, managed approximately $1.7 trillion in assets. SSgA FM serves as the sub-advisor to the Small Cap Value Fund.
 
SSgA FM’s portion of the Small Cap Value Fund is managed by a team of investment professionals. The team approach is used to create an environment that encourages the flow of investment ideas. The portfolio managers within the team work together in a cohesive manner to develop and enhance techniques that drive the investment process for the respective investment strategy. This approach requires portfolio managers to share a variety of responsibilities including investment strategy and analysis while retaining responsibility for the implementation of the strategy within any particular portfolio. The approach also enables the team to draw upon the resources of other groups within the firm. Each portfolio management team is overseen by the SSgA Investment Committee. Key professionals involved in the day-to-day portfolio management for the Small Cap Value Fund include the following:
 
Chuck Martin is a Vice President of SSgA and a Principal of SSgA FM and has served as a Portfolio Manager in the SSgA Enhanced Equity Group since 2001. Prior to joining SSgA, Mr. Martin was an equity analyst at SunTrust Equitable Securities. Ric Thomas is a Managing Director of SSgA and a Principal of SSgA FM and has served as Department Head and Deputy Department Head of the SSgA Enhanced Equity Group since 1998. Mr. Martin and Mr. Thomas have managed SSgA FM’s portion of the Small Cap Value Fund since August 2005.
 
TEMPLETON INVESTMENT COUNSEL, LLC (“Templeton”), 500 East Broward Blvd., Suite 2100, Fort Lauderdale, Florida 33394, is an indirect wholly owned subsidiary of Franklin Resources, Inc., a global investment organization operating as Franklin Templeton Investments. Franklin Templeton Investments provides global and domestic investment management services, through its Franklin, Templeton, Mutual Series and Fiduciary Trust subsidiaries. The San Mateo, CA-based company has over 60 years of investment experience and more than $552.9 billion in assets under management as of December 31, 2006. Of this amount, approximately $1.6 billion were assets of AMR Corporation and its subsidiaries and affiliated entities. Templeton serves as a sub-advisor to the International Equity Fund.
 
Gary P. Motyl has served as a portfolio manager to Templeton’s portion of the International Equity Fund since the Fund’s inception in August 1991. Mr. Motyl is President of Templeton and Chief Investment Officer of Templeton Institutional Global Equities. He joined Templeton in 1981.
 
THE BOSTON COMPANY ASSET MANAGEMENT, LLC (“The Boston Company”), One Boston Place, Boston, Massachusetts 02108, is a subsidiary of Mellon Financial Corporation. Assets under management as of December 31, 2006 were $72.7 billion, including approximately $2.0 billion of assets of AMR Corporation and its subsidiaries and affiliated entities. Certain of the assets managed by The Boston Company are managed as dual officers of affiliated entities. The Boston Company serves as a sub-

 
 
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advisor to the Small Cap Value and International Equity Funds.
 
The Boston Company Portfolio Managers for the
Small Cap Value Fund
 
 
Joseph M. Corrado, Senior Vice President, is the lead portfolio manager for the US Small Cap Value Equity strategy for The Boston Company and he oversees the US Small Cap Value team. Mr. Corrado joined The Boston Company in 1986. Stephanie K. Brandaleone, Vice President, and Edward R. Walter, Vice President, have served as US Small Cap Value Equity portfolio managers for The Boston Company since February 1999 and May 2004, respectively. Prior to becoming portfolio managers, both Ms. Brandaleone and Mr. Walter served as research analysts, and they continue to fulfill certain research responsibilities in conjunction with their portfolio management duties. Ms. Brandaleone’s research role involves covering a broad range of industries and special situations, while Mr. Walter focuses on the Health Care, Technology, Business Services and Industrial sectors. Mr. Corrado, Ms. Brandaleone and Mr. Walter have managed a portion of the Small Cap Value Fund since September 2004.
 
The Boston Company Portfolio Managers for the
International Equity Fund
 
 
D. Kirk Henry is the Director of International Value Equities for The Boston Company. He is the lead portfolio manager for the International Value and Emerging Markets strategies. Mr. Henry joined The Boston Company in 1994. He has served as a portfolio manager for a portion of the International Equity Fund since September 2004. Clifford A. Smith, Senior Vice President, has been with The Boston Company since 1998. Prior to becoming a portfolio manager in March 2003, he served as a research analyst. Mr. Smith has served as a portfolio manager for a portion of the International Equity Fund since September 2004. He continues to conduct research on a variety of regions and sectors, focusing on global technology and European capital goods companies.
 
All other assets of AMR Corporation and its affiliates under management by each respective sub-advisor (except assets managed by Barrow under the HALO Bond Program) are considered when calculating the fees for each sub-advisor. Including these assets lowers the investment advisory fees for each applicable Fund.
 
Valuation of Shares
 
 
The price of each Fund’s shares is based on its net asset value (“NAV”) per share. Each Fund’s NAV is computed by adding total assets, subtracting all of the Fund’s liabilities, and dividing the result by the total number of shares outstanding. Equity securities are valued based on market value. Debt securities (other than short-term securities) usually are valued on the basis of prices provided by a pricing service. In some cases, the price of debt securities is determined using quotes obtained from brokers.
 
Securities may be valued at fair value, as determined in good faith and pursuant to procedures approved by the Board, under certain limited circumstances. For example, fair value pricing will be used when market quotations are not readily available or reliable, as determined by the Manager, such as when (i) trading for a security is restricted or stopped; (ii) a security’s trading market is closed (other than customary closings); or (iii) a security has been de-listed from a national exchange. A security with limited market liquidity may require fair value pricing if the Manager determines that the available price does not reflect the security’s true market value. In addition, if a significant event that the Manager determines to affect the value of one or more securities held by a Fund occurs after the close of a related exchange but before the determination of the Fund’s NAV, fair value pricing may be used on the affected security or securities. Fair value pricing may be used by any of the Funds, but certain Funds are more likely to hold securities requiring fair value pricing. The International Equity Fund often fair values securities as a result of significant events occurring after the close of the foreign markets in which this Fund invests.
 
Attempts to determine the fair value of securities introduce an element of subjectivity to the pricing of securities. As a result, the price of a security determined through fair valuation techniques may differ from the price quoted or published by other sources and may not accurately reflect the market value of the security when trading resumes. If a reliable market quotation becomes available for a security formerly valued through fair valuation techniques, the Manager compares the new market quotation to the fair value price to evaluate the effectiveness of the Funds’ fair valuation procedures. If any significant discrepancies are found, the Manager may adjust the Funds’ fair valuation procedures.
 
The NAV of Service Class shares will be determined based on a pro rata allocation of the Fund’s or portfolio’s (as applicable) investment income, expenses and total capital gains and losses. Each Fund’s NAV per share is determined as of the close of the New York Stock Exchange (“Exchange”), generally 4:00 p.m. Eastern Time, on each day on which it is open for business. Because the International Equity Fund invests in securities primarily listed on foreign exchanges that trade on days when the Fund does not price its shares, the NAV per share of this Fund may change on days when shareholders will not be able to purchase or redeem the Fund’s shares.

 
 
About the Funds Prospectus
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About Your Investment
 
Purchase and Redemption of Shares
 
 
Eligibility
 
 
Service Class shares are offered to all investors who invest through intermediary organizations, such as broker-dealers or third party administrators.
 
The Small Cap Value Fund closed to new investors as of the close of business on Friday, February 4, 2005. The Fund will continue to accept additional investments (including reinvestments of dividends and capital gains distributions) from: (1) shareholders of the Fund who had open accounts on February 4, 2005; (2) participants in most qualified retirement plans if the Fund was designated as an available option as of February 4, 2005; (3) investors who had previously committed to invest in the Fund but whose accounts were not yet funded as of February 4, 2005; and (4) existing accounts managed on a discretionary basis by registered investment advisors that included the Fund in their discretionary account program as of February 4, 2005. Investors through financial intermediaries who did not have a funded position through the intermediary prior to February 4, 2005 will not be allowed to establish a new position after that date. In the case of mergers, reorganizations, acquisitions or other business combinations in which one or more companies involved in the transaction currently offer the Fund as an investment option to retirement plan participants, a company that, as a result of such transaction becomes affiliated with the company currently offering the Fund (as a parent company, subsidiary, sister company or otherwise), may request to add the Fund as an investment option under its retirement plan. In addition, there may be circumstances where a company currently offering the Fund as an investment option under its retirement plan may wish to consolidate available investment options under its plan and, as a result, transfer significant assets to the Fund. Such requests will be reviewed by the Manager on an individual basis, taking into consideration whether the addition of the Fund may negatively impact existing Fund shareholders.
 
Opening an Account
 
 
A completed, signed application is required to open an account. You may obtain an application form by:
 
•  calling 1-800-658-5811, or
•  downloading an account application on the Funds’ web site at www.americanbeaconfunds.com.
 
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When you open an account, your financial institution will ask for information that will allow it to identify you. Non-public corporations and other entities may be required to provide articles of incorporation, trust or partnership agreements, tax ID numbers, and other documentation. Your financial institution is required by law to reject your new account application if the required identifying information is not provided.
 
Complete the application, sign it and
 
Mail to:
American Beacon Funds
P.O. Box 219643
Kansas City, MO 64121-9643
 
Purchase Policies
 
 
Shares of the Funds are offered and purchase orders are typically accepted until 4:00 p.m. Eastern Time or the close of the Exchange (whichever comes first) on each day on which the Exchange is open for business.
 
If a purchase order is received in good order prior to the Fund’s deadline, the purchase price will be the NAV per share next determined on that day. If a purchase order is received in good order after the applicable deadline, the purchase price will be the NAV per share of the following day that the Fund is open for business. Each Fund has the right to reject any purchase order or cease offering shares at any time. Checks to purchase shares are accepted subject to collection at full face value in U.S. funds and must be drawn in U.S. dollars on a U.S. bank. The Funds will not accept “starter” checks, credit card checks, money orders, cashier’s checks, official checks, or third party checks. No sales charges are assessed on the purchase or sale of Fund shares.
 
Please refer to the section titled “Frequent Trading and Market Timing” for information on the Funds’ policies regarding frequent purchases, redemptions, and exchanges.
 
Redemption Policies
 
 
Shares of any Fund may be redeemed by telephone, via the Funds’ website, or by mail on any day that the Fund is open for business. The redemption price will be the NAV next determined after a redemption request is received in good order, minus a redemption fee, if applicable. In order to receive the redemption price calculated on a particular business day, redemption requests must be received in good order by 4:00 p.m. Eastern Time or by the close of the Exchange (whichever comes first). For assistance with completing a redemption request, please call 1-800-658-5811.
 
Wire proceeds from redemption requests received by 4:00 p.m. Eastern Time are generally transmitted to shareholders on the next day the Funds are open for business. In any event, proceeds from a redemption request will typically be transmitted to a shareholder by no later than seven days after the receipt of a redemption request in good order. Delivery of proceeds from shares purchased

 
 
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by check may be delayed until the funds have cleared, which may take up to 15 days.
 
A redemption fee of 2% will be deducted from your redemption amount when you sell shares of the International Equity Fund that you have owned for less than 90 days. The redemption fee is paid to the Fund and is intended to offset the trading costs, market impact and other costs associated with short-term trading activity in and out of the Fund. If you purchased shares on multiple dates, the shares you have held the longest will be redeemed first for purposes of assessing the redemption fee. The redemption fee is not imposed on shares acquired through the reinvestment of distributions or shares redeemed through pre-authorized automatic redemption plans. In addition, the redemption fee may not apply to arrangements through financial intermediaries. However, third parties that offer shares of the Emerging Markets and International Equity Funds will be asked to charge redemption fees to underlying shareholders and remit the fees to the applicable Fund. The redemption fee will be imposed on shares held in retirement plans to the extent that plan intermediaries are able to charge the fee to plan participants for credit to the applicable Fund. See the section titled “Frequent Trading and Market Timing” for additional information.
 
The Funds reserve the right to suspend redemptions or postpone the date of payment (i) when the Exchange is closed (other than for customary weekend and holiday closings); (ii) when trading on the Exchange is restricted; (iii) when the SEC determines that an emergency exists so that disposal of a Fund’s investments or determination of its NAV is not reasonably practicable; or (iv) by order of the SEC for protection of the Funds’ shareholders.
 
Although the Funds intend to redeem shares in cash, each Fund reserves the right to pay the redemption price in whole or in part by a distribution of readily marketable securities held by the Fund.
 
Please refer to the section titled “Frequent Trading and Market Timing” for information on the Funds’ policies regarding frequent purchases, redemptions, and exchanges.
 
Exchange Policies
 
 
Shares of the Service Class of any Fund may be exchanged for shares of the Service Class of another Fund under certain limited circumstances. Since an exchange involves a concurrent purchase and redemption, please review the sections titled “Purchase Policies” and “Redemption Policies” for additional limitations that apply to purchases and redemptions. To exchange out of a Fund and into another, a shareholder must have owned shares of the redeeming Fund for at least 15 days. The minimum investment requirement must be met for the Fund into which the shareholder is exchanging. Fund shares may be acquired through exchange only in states in which they can be legally sold. The Funds reserve the right to modify or terminate the exchange privilege at any time.
 
Please refer to the section titled “Frequent Trading and Market Timing” for information on the Funds’ policies regarding frequent purchases, redemptions, and exchanges.
 

 
 
About the Funds Prospectus
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How to Purchase Shares
 
By Wire
 
If your account has been established, you may call 1-800-658-5811. The minimum amount to open an account is $2,500. The minimum amount for subsequent investments by wire is $500. Send a bank wire to State Street Bank and Trust Co. with these instructions:
•  ABA# 0110-0002-8; AC-9905-342-3,
•  Attn: American Beacon Funds-Service Class,
•  the Fund name and Fund number, and
•  shareholder’s account number and registration.
 
By Check
 
•  The minimum amount to open an account is $2,500. The minimum amount for subsequent investments by check is $50.
•  Make check payable to the American Beacon Funds.
•  Include the shareholder’s account number, Fund name, and Fund number on the check.
•  Mail check to:
American Beacon Funds
P.O. Box 219643
Kansas City, MO 64121-9643
 
By Exchange
 
•  Send a written request to the address above, call 1-800-658-5811.
•  A $2,500 minimum is required to establish a new account in the Service Class of another American Beacon Fund by making an exchange.
•  The minimum amount for each exchange is $50.

 
 
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How to Redeem Shares
 
By Telephone
 
•  Call 1-800-658-5811 to request a redemption.
•  Proceeds will generally be mailed only to the account address of record or transmitted by wire to a commercial bank account designated on the account application form.
 
By Mail
 
Write a letter of instruction including:
•  the Fund name and Fund number,
•  shareholder account number,
•  shares or dollar amount to be redeemed, and
•  authorized signature(s) of all persons required to sign for the account.
Mail to:
American Beacon Funds
P.O. Box 219643
Kansas City, MO 64121-9643
•  Proceeds will only be mailed to the account address of record or transmitted by wire to a commercial bank account designated on the account application form.
 
To protect the Funds and your account from fraud, a STAMP 2000 Medallion signature guarantee is required for redemption orders:
•  with a request to send the proceeds to an address or commercial bank account other than the address or commercial bank account designated on the account application, or
•  for an account whose address has changed within the last 30 days if proceeds are sent by check.
 
The Funds only accept STAMP 2000 Medallion signature guarantees, which may be obtained at most banks, broker-dealers and credit unions. A notary public can not provide a signature guarantee. Call 1-800-658-5811 for instructions and further assistance.
 
Via “My Account” on www.americanbeaconfunds.com
 
•  Proceeds will only be mailed to the account address of record or transmitted by wire to a commercial bank account designated on the account application form.
•  If bank instructions were not included on the account application form, please call 1-800-658-5811 to establish bank instructions.
 
By Exchange
 
•  Send a written request to the address above or call 1-800-658-5811 to exchange shares.
•  A $2,500 minimum is required to establish a new account in the Service Class of another American Beacon Fund by making an exchange.
•  The minimum amount for each exchange is $50.
 
 
General Policies
 
 
If a shareholder’s account balance in any Fund falls below $2,500, the shareholder may be asked to increase the balance. If the account balance remains below $2,500 after 45 days, the Funds reserve the right to close the account and send the proceeds to the shareholder. The Manager reserves the right to charge an annual account fee of $12 (to offset the costs of servicing accounts with low balances) if an account balance falls below certain asset levels.
 
A STAMP 2000 Medallion signature guarantee may be required in order to change an account’s registration or banking instructions. You may obtain a STAMP 2000 Medallion signature guarantee at most banks, broker-dealers and credit unions, but not from a notary public.
 
The following policies apply to instructions you may provide to the Funds by telephone:
 
•  The Funds, their officers, trustees, employees, or agents are not responsible for the authenticity of instructions provided by telephone, nor for any loss, liability, cost or expense incurred for acting on them.
•  The Funds employ procedures reasonably designed to confirm that instructions communicated by telephone are genuine.
•  Due to the volume of calls or other unusual circumstances, telephone redemptions may be difficult to implement during certain time periods.

 
 
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The Funds reserve the right to:
 
•  liquidate a shareholder’s account at the current day’s NAV and remit proceeds via check if the financial institution is unable to verify the shareholder’s identity within three business days of account opening,
•  seek reimbursement from the shareholder for any related loss incurred by a Fund if payment for the purchase of Fund shares by check does not clear the shareholder’s bank, and
•  reject a purchase order and seek reimbursement from the shareholder for any related loss incurred by a Fund if funds are not received by the applicable wire deadline.
 
The Funds have authorized certain third party financial intermediaries, such as broker-dealers, third party administrators and trust companies, to receive purchase and redemption orders on behalf of the Funds and to designate other intermediaries to receive purchase and redemption orders on behalf of the Funds. A Fund is deemed to have received such orders when they are received by the financial intermediaries or their designees. Thus, an order to purchase or sell Fund shares will be priced at the Fund’s next determined NAV after receipt by the financial intermediary or its designee.
 
The Manager may compensate financial intermediaries for providing recordkeeping, administrative, and other services.
 
Third parties who offer Fund shares may charge transaction fees and may set different minimum investments or limitations on buying or selling shares.
 
Frequent Trading and Market Timing
 
 
Frequent trading by Fund shareholders poses risks to other shareholders in that Fund, including (i) the dilution of the Fund’s NAV, (ii) an increase in the Fund’s expenses, and (iii) interference with the portfolio manager’s ability to execute efficient investment strategies. Frequent, short-term trading of Fund shares in an attempt to profit from day-to-day fluctuations in the Fund’s NAV is known as market timing. The International Equity Fund is particularly at risk for market timing activity. Please see Market Timing Risk under the description of this Fund.
 
The Funds’ Board of Trustees has adopted policies and procedures intended to discourage frequent trading and market timing. These policies include a 2% redemption fee imposed on shares of the International Equity Fund that are sold within 90 days of purchase. The redemption fee is described further in the Redemption Policies section. In addition, the Manager monitors trading activity in the Funds to identify shareholders engaged in frequent trading. Shareholders may transact one “round trip” in a Fund in any rolling 90-day period. A “round trip” is defined as two transactions, each in an opposite direction. A round trip may involve (i) a purchase or exchange into a Fund followed by a redemption or exchange out of the same Fund or (ii) a redemption or exchange out of a Fund followed by a purchase or exchange into the same Fund. If the Manager detects that a shareholder has exceeded one round trip in a Fund in any rolling 90-day period, the Manager, without prior notice to the shareholder, will prohibit the shareholder (and any other accounts the Manager determines to be owned by the shareholder) from making further purchases of that Fund. The Funds may exclude transactions below a certain dollar amount from monitoring, and the Manager may change that dollar amount from time to time. In general, the Funds reserve the right to reject any purchase order, terminate the exchange privilege, or liquidate the account of any shareholder that the Manager determines has engaged in frequent trading or market timing.
 
Third parties that offer Fund shares through omnibus accounts and retirement plans will be asked to enforce the Funds’ policies to discourage frequent trading and market timing. However, certain third parties that offer Fund shares have informed the Funds that they are currently unable to enforce the Funds’ policies. In addition, certain third parties do not provide information to the Funds regarding the activity of the underlying shareholders in omnibus accounts. Therefore, the Funds do not have the information necessary to detect frequent trading and market timing by those underlying shareholders. In some cases, third parties that offer Fund shares may have their own policies to deter frequent trading and market timing that differ from the Funds’ policies. For more information, please contact the financial institution through which you invest in the Funds.
 
There can be no assurance that the Funds’ policies and procedures to deter frequent trading and market timing will have the intended effect.
 
Distributions and Taxes
 
 
The Funds distribute most or all of their net earnings in the form of dividends from net investment income and distributions of realized net capital gains and gains from foreign currency transactions. Unless the account application instructs otherwise, distributions will be reinvested in additional Fund shares. Monthly distributions are paid to shareholders on the first business day of the following month. Distributions are paid as follows:
 
         
        Other
        Distributions
Fund
 
Dividends Paid
  Paid
Balanced
  Annually   Annually
Large Cap Value
  Annually   Annually
Small Cap Value
  Annually   Annually
International Equity
  Annually   Annually
 
Usually, any dividends and distributions of net realized gains are taxable events. However, the portion of a Fund’s dividends derived from its investments in certain direct U.S. Government obligations is generally exempt from state and local income taxes.

 
 
Prospectus About the Funds
27


 

The following table outlines the typical tax liabilities for transactions in taxable accounts:
 
     
Type of Transaction
 
Tax Status
Dividends from net investment income*
 
Ordinary income**
Distributions of excess net short-term capital gain over net long-term capital loss*
 
Ordinary income
Distributions of gains from certain foreign currency transactions*
 
Ordinary income
Distributions of excess net long-term capital gain over net short-term capital loss*
 
Long-term capital gains
Redemptions or exchanges of shares owned for more than one year
 
Long-term capital gains or losses
Redemptions or exchanges of shares owned for one year or less
 
Net gains are treated as ordinary income; net losses are subject to special rules
 
*
whether reinvested or taken in cash
 
**
except for dividends that are attributable to qualified dividend income
 
To the extent distributions of the excess of net long-term capital gain over net short-term capital loss are attributable to net capital gain that a Fund recognizes on sales or exchanges of capital assets through its last taxable year beginning before January 1, 2011, they are subject to a 15% maximum federal income tax rate for individual shareholders.
 
Some foreign countries may impose taxes on dividends paid to and gains realized by the International Equity Fund. The Fund may treat these taxes as a deduction or, under certain conditions, “flow the tax through” to its shareholders. In the latter event, a shareholder may either deduct the taxes or use them to calculate a credit against his or her federal income tax.
 
A portion of the dividends paid by the Balanced Fund, the Large Cap Value Fund, and the Small Cap Value Fund, may be eligible for the 15% maximum federal income tax rate applicable to dividends that individuals receive through the year 2010. The eligible portion for such a Fund may not exceed its QDI. QDI is the aggregate of dividends a Fund receives from most domestic corporations and certain foreign corporations. If a Fund’s QDI is at least 95% of its gross income (as specially computed) and the Fund satisfies certain holding period, debt-financing and other restrictions with respect to the shares on which the dividends are paid, the entire dividend will qualify for the 15% maximum federal income tax rate. A portion of the dividends paid by these Funds may also be eligible for the dividends-received deduction allowed to corporations, subject to similar holding period, debt-financing and other restrictions, but the eligible portion will not exceed the aggregate dividends a Fund received from domestic corporations. However, dividends that a corporate shareholder receives and deducts pursuant to the dividends-received deduction may be subject indirectly to the federal alternative minimum tax. The International Equity Fund’s dividends most likely will not qualify for the maximum 15% rate or for the dividends-received deduction.
 
Shareholders may realize a taxable gain or loss when redeeming or exchanging shares. That gain or loss is generally treated as a short-term or long-term capital gain or loss, depending on how long the redeemed or exchanged shares were held. Any capital gain an individual shareholder recognizes through the year 2010 on a redemption or exchange of Fund shares that have been held for more than one year will qualify for the 15% maximum federal income tax rate mentioned above.
 
This is only a summary of some of the important income tax considerations that may affect Fund shareholders. Shareholders should consult their tax advisors regarding specific questions as to the effect of federal, state and local income taxes on an investment in the Funds. Each year, shareholders will receive tax information from the Funds to assist them in preparing their tax returns.
Additional Information
 
Distribution of Fund Shares
 
 
The Funds have adopted a Distribution Plan in accordance with Rule 12b-1 under the Investment Company Act of 1940, which allows the Funds to pay distribution and other fees for the sale of Fund shares and for other services provided to shareholders. The Plan provides that each Fund will pay up to 0.25% per annum of the average daily net assets of the Service Class to the Manager (or another entity approved by the Board). Because these fees are paid out of each Fund’s assets on an on-going basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges and result in costs higher than other types of sales charges.
 
Portfolio Holdings
 
 
A complete listing of each Fund’s holdings is made available on the Funds’ website on a monthly basis. The holdings information is generally posted to the website approximately thirty days after the end of each month and remains available for six months thereafter. A list of each Fund’s ten largest holdings is made available on the Funds’ website on a quarterly basis. The ten largest holdings are generally posted to the website approximately fifteen days after the end of each calendar quarter and remain available until the next quarter. To access holdings information, go to www.americanbeaconfunds.com and select “Fund Holdings” under the “I want info on...” menu on the home page.

 
 
Additional Information Prospectus
28


 

Delivery of Documents
 
 
If you invest in the Funds through a financial institution, you may be able to receive the Funds’ regulatory mailings, such as the Prospectus, Annual Report and Semi-Annual Report, by e-mail. If you are interested in this option, please go to www.icsdelivery.com and search for your financial institution’s name or contact your financial institution directly.
 
To reduce expenses, your financial institution may mail only one copy of the Prospectus, Annual Report and Semi-Annual Report to those addresses shared by two or more accounts. If you wish to receive individual copies of these documents, please contact your financial institution. Delivery of individual copies will commence thirty days after receiving your request.
 
Financial Highlights
 
 
The financial highlights tables are intended to help you understand each Fund’s financial performance for the period of its operations. Certain information reflects financial results for a single Fund share. The total returns in each Fund’s table represent the rate that an investor would have earned (or lost) on an investment in that Fund (assuming reinvestment of all dividends and distributions). Each Fund’s financial highlights were audited by Ernst & Young LLP, Independent Registered Public Accounting Firm. The report of Ernst & Young LLP, along with the Funds’ financial statements, is found in the Funds’ Annual Report, which you may obtain upon request.

 
 
Prospectus Additional Information
29


 

                 
    Balanced Fund-
 
    Service Class  
    Year Ended
    May 31 to
 
    October 31,
    October 31,
 
For a share outstanding throughout the period:   2006     2005  
 
Net asset value, beginning of period
  $ 14.16     $ 13.96  
                 
Income from investment operations:
               
Net investment income A
    0.38       0.09  
Net gains on securities (both realized and unrealized)
    1.35       0.11  
                 
Total income from investment operations
    1.73       0.20  
                 
Less distributions:
               
Dividends from net investment income
    (0.34 )      
Distributions from net realized gains on securities
    (0.72 )      
                 
Total distributions
    (1.06 )      
                 
Net asset value, end of period
  $ 14.83     $ 14.16  
                 
Total return
    13.01 %     1.43 % B
                 
Ratios and supplemental data:
               
Net assets, end of period (in thousands)
  $ 1,562     $ 1  
Ratios to average net assets (annualized):
               
Expenses, after expense reimbursements (recoupments)
    1.22 %     1.09 % C
Expenses, expense reimbursements (recoupments)
    1.22 %     360.24 % C
Net investment income, after expense reimbursements (recoupments)
    2.18 %     1.52 % C
Net investment income (loss), before expense reimbursements (recoupments)
    2.17 %     (357.63 )% C
Portfolio turnover rate
    59 %     58 % D
 
A
Class expenses per share were subtracted from net investment income per share for the Fund before class expenses to determine net investment income per share through October 31, 2005.
 
B
Not annualized.
 
C
Annualized.
 
D
Portfolio turnover rate is for the period from November 1, 2004 through October 31, 2005.
 
                 
    Large Cap
 
    Value Fund-
 
    Service Class  
    Year Ended
    May 31 to
 
    October 31,
    October 31,
 
For a share outstanding throughout the period:   2006     2005  
Net asset value, beginning of period
  $ 20.13     $ 19.33  
                 
Income from investment operations:
               
Net investment income
    0.26       0.01  
Net gains on securities (both realized and unrealized)
    3.27       0.79  
                 
Total income from investment operations
    3.53       0.80  
                 
Less distributions:
               
Dividends from net investment income
    (0.26 )      
Distributions from net realized gains on securities
    (0.76 )      
                 
Total distributions
    (1.02 )      
                 
Net asset value, end of period
  $ 22.64     $ 20.13  
                 
Total return
    18.18 %     4.14 % A
                 
Ratios and supplemental data:
               
Net assets, end of period (in thousands)
  $ 39,077     $ 11,604  
Ratios to average net assets (annualized):
               
Expenses, net of waivers
    1.09 %     1.14 % B
Expenses, before waivers
    1.09 %     1.77 % B
Net investment income, net of waivers
    1.39 %     1.72 % B
Net investment income, before waivers
    1.39 %     1.09 % B
Portfolio turnover rate
    26 %     25 % C
 
A
Not annualized.
 
B
Annualized.
 
C
Portfolio turnover rate is for the period from November 1, 2004 through October 31, 2005.

 
 
Additional Information Prospectus
30


 

                                 
    Small Cap Value Fund-Service Class  
                      May 1 to
 
    Year Ended October 31,     October 31,
 
For a share outstanding throughout the period:   2006     2005 E     2004 D     2003 A  
 
Net asset value, beginning of period
  $ 19.94     $ 18.49     $ 15.92     $ 11.88  
                                 
Income from investment operations:
                               
Net investment income
    0.07       0.04       0.01        
Net gains on securities (both realized and unrealized)
    2.88       2.23       3.00       4.04  
                                 
Total income from investment operations
    2.95       2.27       3.01       4.04  
                                 
Less distributions:
                               
Dividends from net investment income
    (0.06 )     (0.05 )            
Distributions from net realized gains on securities
    (0.89 )     (0.77 )     (0.44 )      
                                 
Total distributions
    (0.95 )     (0.82 )     (0.44 )      
                                 
Net asset value, end of period
  $ 21.94     $ 19.94     $ 18.49     $ 15.92  
                                 
Total return
    15.23 %     12.32 %     19.24 %     34.01 % B
                                 
Ratios and supplemental data:
                               
Net assets, end of period (in thousands)
  $ 70,602     $ 44,709     $ 11,828     $ 1  
Ratios to average net assets (annualized):
                               
Expenses, net of waivers
    1.34 %     1.40 %     1.38 %     1.49 % F
Expenses, before waivers
    1.34 %     1.40 %     1.69 %     1,089.04 % F
Net investment income (loss), net of waivers
    0.31 %     0.12 %     0.17 %     (0.05 )% F
Net investment income (loss), before waivers
    0.31 %     0.12 %     (0.14 )%     (1,087.60 )% F
Portfolio turnover rate
    48 %     47 %     35 %     75 % C
 
A
Barrow, Hanley, Mewhinney & Strauss, Inc. was added as an investment advisor to the Small Cap Value Fund on September 18, 2003.
 
B
Not annualized.
 
C
Portfolio turnover rate is for the period November 1, 2002 through October 31, 2003.
 
D
The Boston Company Asset Management, LLC was added as an investment advisor to the Small Cap Value Fund on September 27, 2004.
 
E
Opus Capital Group, LLC was added as an investment advisor on February 1, 2005 and Metropolitan West Capital Management, LLC, SSgA Funds Management, Inc. and Dreman Value Management, LLC were added as investment advisors on August 12, 2005.
 
F
Annualized.
 

 
 
Prospectus Additional Information
31


 

                                 
    International Equity Fund-Service Class  
                      May 1 to
 
    Year Ended October 31,     October 31,
 
For a share outstanding throughout the period:   2006     2005     2004 B     2003 E  
 
Net asset value, beginning of period
  $ 20.61     $ 18.24     $ 15.31     $ 12.18  
                                 
Income from investment operations:
                               
Net investment income A D
    0.46       0.37       0.30       0.09  
Net gains on securities (both realized and unrealized) D
    4.76       2.26       2.99       3.04  
                                 
Total income from investment operations
    5.22       2.63       3.29       3.13  
                                 
Less distributions:
                               
Dividends from net investment income
    (0.26 )     (0.26 )     (0.36 )      
Distributions from net realized gains on securities
    (1.33 )                  
                                 
Total distributions
    (1.59 )     (0.26 )     (0.36 )      
                                 
Redemption fees added to beneficial interest
    H     H     H     H
                                 
Net asset value, end of period
  $ 24.24     $ 20.61     $ 18.24     $ 15.31  
                                 
Total return
    26.89 %     14.45 %     21.88 %     25.70 % F
                                 
Ratios and supplemental data:
                               
Net assets, end of period (in thousands)
  $ 4,740     $ 2,987     $ 739     $ 1  
Ratios to average net assets (annualized):
                               
Expenses, net of waivers D
    1.16 %     1.21 %     1.27 %     1.50 % I
Expenses, before waivers D
    1.19 %     1.21 %     6.26 %     1,139.08 % I
Net investment income, net of waivers D
    2.09 %     1.70 %     0.81 %     1.33 % I
Net investment income (loss), before waivers D
    2.05 %     1.70 %     (4.18 )%     (1,136.25 )% I
Portfolio turnover rate C
    40 %     37 %     36 %     44 % G
 
A
Class expenses per share were subtracted from net investment income per share for the Fund before class expenses to determine net investment income per share.
 
B
The Boston Company Asset Management, LLC was added as an investment advisor to the International Equity Fund on September 27, 2004.
 
C
The International Equity Fund invested all of its investable assets in its corresponding Portfolio through February 28, 2006. Portfolio turnover rate through February 28, 2006 is that of the Portfolio.
 
D
The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the Portfolio through February 28, 2006.
 
E
Independence Investment LLC was removed as an investment advisor to the International Equity Fund on October 24, 2003.
 
F
Not annualized.
 
G
Portfolio turnover rate is for the period November 1, 2002 through October 31, 2003.
 
H
Amount represents less than $0.01 per share.
 
I
Annualized.

 
Additional Information Prospectus
32


 

— Notes —


 

Additional Information 539338
_ _
 
Additional information about the Funds is found in the documents listed below. Request a free copy of these documents by calling 1-800-658-5811 or you may access them on the Funds’ website at www.americanbeaconfunds.com.
 
         
         
Annual Report/Semi-Annual Report
  Statement of Additional Information (“SAI”)    
The Funds’ Annual and Semi-Annual Reports list each Fund’s actual investments as of the report’s date. They also include a discussion by the Manager of market conditions and investment strategies that significantly affected the Funds’ performance. The report of the Funds’ independent auditors is included in the Annual Report.
  The SAI contains more details about the Funds and their investment policies. The SAI is incorporated in this Prospectus by reference (it is legally part of this Prospectus). A current SAI is on file with the Securities and Exchange Commission (SEC).    
 
To obtain more information about the Funds or to request a copy of the documents listed above:
 
             
(TELEPHONE GRAPHIC)   (MAILBOX GRAPHIC)   (KEYBOARD GRAPHIC)   (MOUSE GRAPHIC)
By Telephone:   By Mail:   By E-mail:   On the Internet:
Call 1-800-658-5811   American Beacon Funds
4151 Amon Carter Blvd., MD 2450
Fort Worth, TX 76155
  american
   
 beacon.funds@ambeacon.com
  Visit our website at
www.americanbeaconfunds.com
Visit the SEC website at www.sec.gov
 
The SAI and other information about the Funds are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic mail to publicinfo@sec.gov, or by writing to the SEC’s Public Reference Section, 100 F Street NE, Washington, D.C. 20549. The SAI and other information about the Funds may also be reviewed and copied at the SEC’s Public Reference Room. Information on the operation of the SEC’s Public Reference Room may be obtained by calling the SEC at (202) 551-8090.
 
Fund Service Providers:
 
             
             
Custodian
State Street Bank
  and Trust
Boston, Massachusetts
 
Transfer Agent
Boston Financial
  Data Services
Kansas City, Missouri
 
Independent Registered
Public Accounting Firm
Ernst & Young LLP
Dallas, Texas
 
Distributor
Foreside Fund Services
Portland, Maine
 
 
(AMERICAN BEACON FUNDS LOGO)
 
SEC File Number 811-4984
 
American Beacon Funds is a service mark of AMR Corporation. American Beacon Balanced Fund, American Beacon Large Cap Value Fund, American Beacon International Equity Fund, and American Beacon Small Cap Value Fund are service marks of American Beacon Advisors, Inc.

 
 
Additional Information Prospectus


 

(AMERICAN BEACON)


 

Table of Contents

 

About the Funds

  

Overview

   2

Investment Objective

   3

Principal Strategies

   3

Principal Risk Factors

   5

Historical Performance

   6

Fees and Expenses

   13

Examples

   14

Portfolio Holdings

   14

The Manager

   15

Valuation of Shares

   16
 

About Your Investment

  

Purchase and Redemption of Shares

   16

Frequent Trading

   19

Distributions and Taxes

   20

AAdvantage ® Miles

   20
 

Additional Information

  

Distribution of Fund Shares

   23

Master-Feeder Structure

   23

Portfolio Holdings

   24

Delivery of Documents

   24

Financial Highlights

   24

Additional InformationBack Cover

About the Funds

 


Overview

The American Beacon Funds (the “Beacon Funds”) and the American Beacon Mileage Funds (the “Mileage Funds”) are managed by American Beacon Advisors, Inc. (the “Manager”), a wholly owned subsidiary of AMR Corporation. The Manager is the sole investment advisor to the funds in this Prospectus.

The Beacon Funds and Mileage Funds in this Prospectus (collectively, the “Funds”) operate under a master-feeder structure. This means that each Fund seeks its investment objective by investing all of its investable assets in a corresponding portfolio of the American Beacon Master Trust (the “Master Trust”) that has a similar name and identical investment objective. Throughout this Prospectus, statements regarding investments by a Fund refer to investments made by its corresponding portfolio. For easier reading, the term “Fund” is used throughout the Prospectus to refer to either a Fund or its portfolio, unless stated otherwise. See “Master-Feeder Structure”.

Each shareholder of the Mileage Funds will receive American Airlines ® AAdvantage ® travel awards program (“AAdvantage”) miles. 1 AAdvantage miles will be posted monthly to each shareholder’s AAdvantage account at an annual rate of one mile for every $10 invested in the Fund. See “AAdvantage Miles”.

 


1

American Airlines and AAdvantage are registered trademarks of American Airlines, Inc.

 


 

About the Funds   2   Prospectus


 

Money Market Funds (“Taxable Funds”)

American Beacon Money Market Fund SM

American Beacon Money Market Mileage Fund SM

Municipal Money Market Funds (“Municipal Funds”)

American Beacon Municipal Money Market Fund SM

American Beacon Municipal Money Market Mileage Fund SM

U.S. Government Money Market Funds (“Government Funds”)

American Beacon U.S. Government Money Market Fund SM

American Beacon U.S. Government Money Market Mileage Fund SM

 


Investment Objective (All Funds)

Current income, liquidity and the maintenance of a stable price of $1.00 per share.

Principal Strategies (Taxable Funds)

Each Taxable Fund invests exclusively in high quality variable or fixed rate, U.S. dollar-denominated short-term money market instruments. These securities may include obligations of the U.S. Government, its agencies and instrumentalities (some of which are not backed by the full faith and credit of the U.S. Government); corporate debt securities, such as commercial paper, master demand notes, loan participation interests, medium-term notes and funding agreements; Yankeedollar and Eurodollar bank certificates of deposit, time deposits, and bankers’ acceptances; asset-backed securities; and repurchase agreements.

Each Taxable Fund will only buy securities with the following credit qualities:

 

 

rated in the highest short-term categories by two rating organizations, such as “A-1” by Standard & Poor’s Ratings Services and “P-1” by Moody’s Investors Service, Inc., at the time of purchase,

 

rated in the highest short-term category by one rating organization if the securities are rated only by one rating organization, or

 


 

Prospectus   3   About the Funds


 

 

unrated securities that are determined to be of equivalent quality by the Manager pursuant to guidelines approved by that Fund’s Board of Trustees.

Each Taxable Fund invests more than 25% of its total assets in obligations issued by financial services companies. However, for temporary defensive purposes when the Manager believes that maintaining this concentration may be inconsistent with the best interests of shareholders, a Taxable Fund may not maintain this concentration.

Securities purchased by each Taxable Fund generally have remaining maturities of 397 days or less, although instruments subject to repurchase agreements and certain variable and floating rate obligations may bear longer final maturities. The average dollar-weighted maturity of each Taxable Fund will not exceed 90 days.

Principal Strategies (Municipal Funds)

Under normal market conditions, each Municipal Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in securities whose interest income is exempt from federal income tax. These securities may be issued by or on behalf of the governments of U.S. states, counties, cities, towns, territories, or public authorities. Most of the securities purchased by each Municipal Fund will be guaranteed by the U.S. Government, its agencies, or instrumentalities (although not necessarily backed by the full faith and credit of the U.S. Government); secured by irrevocable letters of credit issued by qualified banks; or guaranteed by one or more municipal bond insurance policies.

Each Municipal Fund will only buy securities with the following credit qualities:

 

 

rated in the highest short-term categories by two rating organizations, such as “A-1” by Standard & Poor’s Ratings Services and “P-1” by Moody’s Investors Service, Inc., at the time of purchase,

 

rated in the highest short-term category by one rating organization if the securities are rated only by one rating organization, or

 

unrated securities that are determined to be of equivalent quality by the Manager pursuant to guidelines approved by that Fund’s Board of Trustees.

Securities purchased by each Municipal Fund generally have remaining maturities of 397 days or less, although instruments subject to repurchase agreements and certain variable and floating rate obligations may bear longer final maturities. The average dollar-weighted maturity of each Municipal Fund will not exceed 90 days.

Principal Strategies (Government Funds)

Each Government Fund invests exclusively in obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, repurchase agreements that are collateralized by such obligations and other investment companies that limit their investments to the foregoing securities .

 


 

About the Funds   4   Prospectus


 

Ordinarily, each Government Fund will invest the majority of its assets, directly or indirectly, in debt obligations of U.S. Government-sponsored enterprises, including the Federal National Mortgage Association (“Fannie Mae”), Federal Home Loan Mortgage Corporation (“Freddie Mac”), Federal Home Loan Banks (“FHLB”), and Federal Farm Credit Banks (“FFCB”). Although chartered or sponsored by Acts of Congress, these entities are not backed by the full faith and credit of the U.S. Government. Freddie Mac and FFCB are supported by the right to borrow from the U.S. Treasury, and FHLB and Fannie Mae are supported by the U.S. Treasury’s discretionary authority to purchase their securities. Each Government Fund’s investments may also include direct obligations of the U.S. Treasury (such as Treasury bills, Treasury notes and Treasury bonds) and obligations issued by the Government National Mortgage Association (commonly referred to as Ginnie Mae), which are backed by the full faith and credit of the U.S. Government.

Securities purchased by each Government Fund generally have remaining maturities of 397 days or less, although instruments subject to repurchase agreements and certain variable and floating rate obligations may bear longer final maturities. The average dollar-weighted maturity of each Government Fund will not exceed 90 days.

Each Government Fund has a policy of investing exclusively in securities that are consistent with the Fund’s name. If a Government Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.

Principal Risk Factors (All Funds )

 

 

The yield paid by each Fund is subject to changes in interest rates. As a result, there is risk that a decline in short-term interest rates would lower its yield and the overall return on your investment.

 

Although each Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

 

As with any money market fund, there is the risk that the issuers or guarantors of securities owned by each Fund, including securities issued by U.S. Government agencies not backed by the full faith and credit of the U.S. Government, will default on the payment of principal or interest or the obligation to repurchase securities from each Fund.

Your investment in a Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other financial or government institution.

 


 

Prospectus   5   About the Funds


 

Principal Risk Factors (Taxable Funds)

 

 

Because the Taxable Funds concentrate their assets in financial services companies, factors affecting those companies could have a significant impact on the performance of the Taxable Funds.

 

The yield paid by each Taxable Fund may be affected by the Manager’s decisions regarding the Taxable Fund’s average dollar-weighted maturity. If the Manager sets a Taxable Fund’s maturity target in a manner that does not correlate with the movement of interest rate trends, a Taxable Fund’s yield could be less than other money market funds.

 

Income from municipal securities held by the Fund could be declared taxable because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or state tax authorities, or noncompliance conduct of a bond issuer. In addition, interest from some of the Fund’s holding may be subject to the federal alternative minimum tax.

Historical Performance

The following bar charts and tables provide an indication of risk by showing how each Fund’s performance has varied from year to year. Neither the bar charts nor the performance tables that follow are intended to indicate how the Funds will perform in the future. You may call 1-800-388-3344 or visit the Funds’ website at www.americanbeaconfunds.com to obtain each Fund’s current seven-day yield.

 


 

About the Funds   6   Prospectus


 

American Beacon Money Market Fund

Total Return for the Calendar Year Ended 12/31 of each Year

(AMERICAN BEACON)

 

Highest Quarterly Return:

   1.48%

(1/1/97 through 12/31/06)

   (3rd Quarter 2000)

Lowest Quarterly Return:

   0.03%

(1/1/97 through 12/31/06)

   (4th Quarter 2003, 2nd Quarter 2004)

 

     Average Annual Total Return
     as of 12/31/06
     1 Year    5 Years    10 Years

Money Market Fund

   4.17%    1.63%    3.13%

 


 

Prospectus   7   About the Funds


 

American Beacon Money Market Mileage Fund

Total Return for the Calendar Year Ended 12/31 of each Year

(AMERICAN BEACON)

 

Highest Quarterly Return:

     1.45%

(1/1/97 through 12/31/06)

     (3rd Quarter 2000)

Lowest Quarterly Return:

     0.01%

(1/1/97 through 12/31/06)

     (3rd & 4th Quarter 2003, 1st & 2nd Quarter 2004)

 

     Average Annual Total Return
     as of 12/31/06
     1 Year    5 Years    10 Years

Money Market Mileage Fund

   3.98%    1.46%    2.98%

 


 

About the Funds   8   Prospectus


 

American Beacon Municipal Money Market Fund

Total Return for the Calendar Year Ended 12/31 of each Year

(AMERICAN BEACON)

 

Highest Quarterly Return:

   0.86%

(1/1/97 through 12/31/06)

   (4th Quarter 2000)

Lowest Quarterly Return:

   0.03%

(1/1/97 through 12/31/06)

   (3rd Quarter 2003, 1st & 2nd Quarter 2004)

 

     Average Annual Total Return
     as of 12/31/06
     1 Year    5 Years    10 Years

Municipal Money Market Fund

   2.50%    1.00%    1.78%

 


 

Prospectus   9   About the Funds


 

American Beacon

Municipal Money Market Mileage Fund

The Platinum Class of the Fund began offering its shares on November 1, 1999. However, another class of shares of the Fund not offered in this Prospectus began offering its shares on November 1, 1995. In the chart and table below, performance results prior to November 1, 1999 are for the older class. Because the other class had lower expenses, its performance was better than the Platinum Class of the Fund would have realized in the same period.

Total Return for the Calendar Year Ended 12/31 of each Year

(AMERICAN BEACON)

 

Highest Quarterly Return:

   0.86%

(1/1/97 through 12/31/06)

   (2nd Quarter 1997)

Lowest Quarterly Return:

   0.01%

(1/1/97 through 12/31/06)

   (3rd & 4th Quarter 2003, 1st & 2nd Quarter 2004)

 

     Average Annual Total Return
     as of 12/31/06
     1 Year    5 Years    10 Years

Municipal Money Market Mileage Fund

   2.29%    0.83%    1.79%

 


 

About the Funds   10   Prospectus


 

American Beacon U.S. Government Money Market Fund

Total Return for the Calendar Year Ended 12/31 of each Year

(AMERICAN BEACON)

 

Highest Quarterly Return:

   1.44%

(1/1/97 through 12/31/06)

   (3rd Quarter 2000)

Lowest Quarterly Return:

   0.03%

(1/1/97 through 12/31/06)

   (4th Quarter 2003, 1st & 2nd Quarter 2004)

 

     Average Annual Total Return
     as of 12/31/06
     1 Year    5 Years    10 Years

U.S. Government Money Market Fund

   4.14%    1.59%    3.02%

 


 

Prospectus   11   About the Funds


 

American Beacon U.S. Government Money Market Mileage Fund

The Platinum Class of the Fund began offering its shares on November 1, 1999. However, another class of shares of the Fund not offered in this Prospectus began offering its shares on November 1, 1995. In the chart and table below, performance results prior to November 1, 1999 are for the older class. Because the other class had lower expenses, its performance was better than the Platinum Class of the Fund would have realized in the same period.

Total Return for the Calendar Year Ended 12/31 of each Year

(AMERICAN BEACON)

 

Highest Quarterly Return:

   1.42%

(1/1/97 through 12/31/06)

   (3rd Quarter 2000)

Lowest Quarterly Return:

   0.01%

(1/1/97 through 12/31/06)

   (3rd & 4th Quarter 2003, 2nd Quarter 2004)

 

     Average Annual Total Return
     as of 12/31/06
     1 Year    5 Years    10 Years

U.S. Government Money Market Mileage Fund

   3.92%    1.41%    3.02%

 


 

About the Funds   12   Prospectus


 

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of each Fund. The expense table and the Examples below reflect the expenses of each Fund and its corresponding portfolio of the Master Trust.

 

    Money
Market
    Money
Market
Mileage
    Municipal
Money
Market
    Municipal
Money
Market
Mileage
    U.S.
Government
Money
Market
    U.S.
Government
Money Market
Mileage
 

Management Fees

  0.10 %   0.10 %   0.10 %   0.10 %   0.10 %   0.10 %

Distribution (12b-1) Fees

  0.25 %   0.25 %   0.25 %   0.25 %   0.25 %   0.25 %

Other Expenses

  0.69 %   0.84 %   1.60 %   1.07 %   1.20 %   1.15 %
                                   

Total Annual Fund Operating Expenses

  1.04 %   1.19 %   1.95 %   1.42 %   1.55 %   1.50 %
                                   

Fee Waiver and/or Expense Reimbursement

  0.05 % 1     0.96 % 1   0.22 % 2   0.56 % 1   0.30 % 2

Net Expenses

  0.99 %     0.99 %   1.20 %   0.99 %   1.20 %

 

1

The Manager has contractually agreed to waive Distribution Fees and reimburse the Platinum Class of the Fund for Other Expenses through February 29, 2008 to the extent that the Fund’s Total Annual Fund Operating Expenses exceed 0.99%. The contractual fee waiver can be changed by approval of a majority of the Fund’s Board of Trustees without the approval of shareholders. In addition, the Manager may decide voluntarily to waive additional fees or reimburse the Fund for other expenses. The Manager can be reimbursed by the Fund for any contractual or voluntary fee waivers or expense reimbursements made on or after July 10, 2003 (the date this reimbursement policy was approved by the Board of Trustees). Such reimbursements to the Manager will be made only if the reimbursement (a) occurs within three years after the Manager’s own waiver or reimbursement and (b) does not cause the Total Annual Fund Operating Expenses of the Platinum Class of the Fund to exceed 0.99%. The contractual expense limitation excludes interest, taxes, brokerage commissions, and extraordinary expenses.

2

The Manager has contractually agreed to waive Distribution Fees and reimburse the Platinum Class of the Fund for Other Expenses through February 29, 2008 to the extent that the Fund’s Total Annual Fund Operating Expenses exceed 1.20%. The contractual fee waiver can be changed by approval of a majority of the Fund’s Board of Trustees without the approval of shareholders. In addition, the Manager may decide voluntarily to waive additional fees or reimburse the Fund for other expenses. The Manager can be reimbursed by the Fund for any contractual or voluntary fee waivers or expense reimbursements made on or after July 10, 2003 (the date this reimbursement policy was approved by the Board of Trustees). Such reimbursements to the Manager will be made only if the reimbursement (a) occurs within three years after the Manager’s own waiver or reimbursement and (b) does not cause the Total Annual Fund Operating Expenses of the Platinum Class of the Fund to exceed 1.20%. The contractual expense limitation excludes interest, taxes, brokerage commissions, and extraordinary expenses.

 


 

Prospectus   13   About the Funds


 

Examples

These examples are intended to help you compare the cost of investing in each Fund with the cost of investing in other mutual funds. The examples assume that you invest $10,000 in each Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The examples also assume that your investment has a 5% return each year and that each Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

     1 Year    3 Years    5 Years    10 Years

Money Market*

   $ 101    $ 326    $ 569    $ 1,266

Money Market Mileage

   $ 121    $ 378    $ 654    $ 1,443

Municipal Money Market*

   $ 101    $ 519    $ 963    $ 2,197

Municipal Money Market Mileage*

   $ 122    $ 428    $ 755    $ 1,683

U.S. Government Money Market*

   $ 101    $ 435    $ 792    $ 1,798

U.S. Government Money Market Mileage*

   $ 122    $ 445    $ 790    $ 1,765

 

* The Manager has contractually agreed to waive fees and reimburse expenses only through February 29, 2008. Therefore, each Fund’s Net Expenses are used to calculate the costs in the first year, and each Fund’s Total Fund Operating Expenses are used to calculate costs in the remaining nine years.

Portfolio Holdings

A description of each Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 


 

About the Funds   14   Prospectus


 

The Manager

The Funds have retained American Beacon Advisors, Inc. to serve as their Manager. The Manager, located at 4151 Amon Carter Boulevard, Fort Worth, Texas 76155, is a wholly owned subsidiary of AMR Corporation. The Manager was organized in 1986 to provide investment management, advisory, administrative and asset management consulting services. As of December 31, 2006, the Manager had approximately $57.9 billion of assets under management, including approximately $28.2 billion under active management and $29.7 billion as named fiduciary or financial advisor. Approximately $26.9 billion of the Manager’s total assets under management were related to AMR Corporation.

The Manager provides or oversees the provision of all administrative, investment advisory and portfolio management services to the Funds. The Manager develops the investment programs for each Fund and serves as the sole investment advisor to the Funds. As compensation for providing management services, each Fund pays the Manager an annualized advisory fee that is calculated and accrued daily, equal to the sum of 0.10% of the net assets of the Fund. A discussion of the Board’s consideration and approval of the Management Agreement between the Funds and the Manager is available in the Funds’ semi-annual report dated June 30, 2006.

The Manager also may receive up to 25% of the net annual interest income or up to 25% of loan fees in regards to securities lending activities. However, the Manager does not anticipate that the Funds will engage in securities lending at this time. The Securities and Exchange Commission (“SEC”) has granted exemptive relief that permits the Funds to invest cash collateral received from securities lending transactions in shares of one or more private or registered investment companies managed by the Manager.

The Manager has discretion to purchase and sell securities for the Funds in accordance with each Fund’s objectives, policies, and restrictions. Pursuant to an exemptive order issued by the SEC, the Manager is permitted to enter into new or modified investment advisory agreements with existing or new investment advisors without approval of a Fund’s shareholders, but subject to approval by the Boards of Trustees of the Beacon Funds, the Mileage Funds and the Master Trust (the “Boards”). The Prospectus will be supplemented if additional investment advisors are retained or the contract with the Manager is terminated.

 


 

Prospectus   15   About the Funds


 

Valuation of Shares

The price of each Fund’s shares is based on its net asset value (“NAV”) per share. Each Fund’s NAV is computed by adding total assets, subtracting all of the Fund’s liabilities, and dividing the result by the total number of shares outstanding. Securities held by a Fund are valued in accordance with the amortized cost method, which is designed to enable the Fund to maintain a stable NAV of $1.00 per share.

The NAV of Platinum Class shares will be determined based on a pro rata allocation of the Fund’s investment income, expenses and total capital gains and losses. Except for the Municipal Funds, each Fund’s NAV per share is typically determined as of 5:00 p.m. Eastern Time, on each day on which the New York Stock Exchange (“Exchange”) is open for business. The NAV per share for each Municipal Fund is typically determined as of 11:45 a.m. Eastern Time, on each day on which the Exchange is open for business. On days when the financial markets in which the Funds invest close early, the NAV may be calculated as of the earlier close of those markets. In addition to the days the Exchange is closed, the Funds are closed and no NAV is calculated on Columbus Day and Veterans Day. In certain limited circumstances, a Fund, in its discretion, may designate other days as a business day on which it will accept purchases, redemptions and exchanges.

About Your Investment

 


Purchase and Redemption of Shares

Eligibility

Platinum Class shares are offered on a continuous basis at net asset value through selected financial institutions (such as banks and broker-dealers). Shares of the Mileage Funds are offered only to individuals and certain grantor trusts. Qualified retirement plans (such as IRAs, Keogh, profit sharing plans) and institutional investors are not eligible to invest in the Mileage Funds.

 


 

About Your Investment   16   Prospectus


 

Opening an Account

A completed, signed application is required to open an account. Financial institutions may have different procedures for opening an account. You may request a Fund application form by contacting your financial institution. Eligible investors in the Mileage Funds can enroll in the American Airlines AAdvantage Program by calling 1-800-882-8880 or by visiting www.aa.com/aadvantage/.

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When you open an account, your financial institution will ask for information that will allow it to identify you. Your financial institution is required by law to reject your new account application if the required identifying information is not provided.

Purchase Policies

Shares of the Funds are offered and purchase orders are typically accepted until the deadlines listed below on each day on which the Exchange is open for business. In addition, a Fund may, at its discretion, accept orders on days when the Exchange is closed. Shares of the Funds are not offered and orders are not accepted on Columbus Day and Veterans Day.

 

Fund

   Purchase Order Deadline
(Eastern Time)*

Taxable and Government Funds

   5:00 p.m.

Municipal Funds

   11:45 a.m.

* or such other time as may be designated by the Fund

If a purchase order is received in good order prior to the applicable Fund’s deadline, the purchase price will be the NAV per share next determined on that day. If a purchase order is received in good order after the applicable deadline, the purchase price will be the NAV per share of the following day that the Fund is open for business. Each Fund has the right to reject any purchase order or cease offering shares at any time. Checks to purchase shares are accepted subject to collection at full face value in U.S. funds and must be drawn in U.S. dollars on a U.S. bank. No sales charges are assessed on the purchase or sale of Fund shares.

Redemption Policies

Shares of any Fund may be redeemed by telephone or mail on any day that the Fund is open for business. The redemption price will be the NAV next determined after a redemption request is received in good order. Any questions regarding what

 


 

Prospectus   17   About Your Investment


 

constitutes good order should be directed to the financial institution through which Fund shares were purchased. Wire proceeds from redemption requests received by the following deadlines or such other time as may be designated by a Fund will generally be transmitted to shareholders on the same day.

 

Fund

   Same Day Proceeds
Deadline (Eastern Time)

Taxable and Government Funds

   3:00 p.m.

Municipal Funds

   11:45 a.m.

In any event, proceeds from a redemption request for any Fund will typically be transmitted to a shareholder by no later than seven days after the receipt of a redemption request in good order. Delivery of proceeds from shares purchased by check may be delayed until the funds have cleared, which may take up to 15 days.

The Funds reserve the right to suspend redemptions or postpone the date of payment (i) when the Exchange is closed (other than for customary weekend and holiday closings); (ii) when trading on the Exchange is restricted; (iii) when the SEC determines that an emergency exists so that disposal of a Fund’s investments or determination of its NAV is not reasonably practicable; or (iv) by order of the SEC for protection of the Funds’ shareholders.

Although the Funds intend to redeem shares in cash, each Fund reserves the right to pay the redemption price in whole or in part by a distribution of readily marketable securities held by the applicable Fund’s corresponding portfolio. Unpaid dividends credited to an account up to the date of redemption of all shares generally will be paid at the time of redemption.

General Policies

If a shareholder’s account balance in any Fund falls below $1,000, the shareholder may be asked to increase the balance. If the account balance remains below $1,000 after 45 days, the Funds reserve the right to close the account and send the proceeds to the shareholder.

A STAMP 2000 Medallion signature guarantee may be required in order to change an account’s registration or banking instructions. You may obtain a STAMP 2000 Medallion signature guarantee at most banks, broker-dealers and credit unions, but not from a notary public.

The following policies apply to instructions you may provide to the Funds by telephone:

 

 

The Funds, their officers, trustees, employees, or agents are not responsible for the authenticity of instructions provided by telephone, nor for any loss, liability, cost or expense incurred for acting on them.

 


 

About Your Investment   18   Prospectus


 

 

The Funds employ procedures reasonably designed to confirm that instructions communicated by telephone are genuine.

 

Due to the volume of calls or other unusual circumstances, telephone redemptions may be difficult to implement during certain time periods.

The Funds reserve the right to:

 

 

liquidate a shareholder’s account at the current day’s NAV and remit proceeds via check if the financial institution is unable to verify the shareholder’s identity within three business days of account opening,

 

modify or terminate the exchange privilege at any time,

 

seek reimbursement from the shareholder for any related loss incurred by a Fund if payment for the purchase of Fund shares by check does not clear the shareholder’s bank, and

 

reject a purchase order and seek reimbursement from the shareholder for any related loss incurred by a Fund if funds are not received by the applicable wire deadline.

The Funds have authorized certain third party financial intermediaries, such as broker-dealers, third party administrators and trust companies, to receive purchase and redemption orders on behalf of the Funds and to designate other intermediaries to receive purchase and redemption orders on behalf of the Funds. A Fund is deemed to have received such orders when they are received by the financial intermediaries or their designees. Thus, an order to purchase or sell Fund shares will be priced at the Fund’s next determined NAV after receipt by the financial intermediary or its designee.

The Manager may compensate financial intermediaries for providing recordkeeping, administrative and other services.

Financial intermediaries may provide varying arrangements for their clients with respect to the purchase and redemption of Platinum Class shares. Shares purchased through financial intermediaries may be subject to transaction fees. Financial intermediaries offering Platinum Class shares may impose fees on investors for check writing privileges or, if approved by the Funds, establish variations on minimum check amounts. Some intermediaries may arrange for additional privileges associated with Platinum Class shares, such as a debit card, which may only be available subject to certain conditions or limitations.

Frequent Trading

The Funds are intended to serve as short-term invest ment vehicles providing daily liquidity to shareholders. As such, the Boards have determined not to adopt policies to deter short-term trading of Fund shares. The Manager attempts to maintain

 


 

Prospectus   19   About Your Investment


 

sufficient liquidity for each Fund to satisfy redemption requests. In the event of large net redemptions, due to frequent trading activity or other circumstances, the Manager may be required to sell portfolio securities before maturity, possibly causing a Fund to underperform other similar money market funds.

Distributions and Taxes

The Funds distribute most or all of their net earnings in the form of dividends from net investment income, which are declared daily and paid monthly, and distributions of realized net capital gains, if any. Except for “exempt-interest dividends” (see below) paid by the Municipal Funds, dividends and distributions of net realized gains are taxable as ordinary income; none of the Funds’ distributions are expected to be eligible for the 15% maximum federal income tax rate applicable to individual shareholders’ “qualified dividend income” or net capital gains or for the dividends-received deduction available to corporations. However, the portion of a Fund’s dividends derived from its investments in certain direct U.S. Government obligations is generally exempt from state and local income taxes. Unless the account application instructs otherwise, distributions will be reinvested in additional Fund shares. Distributions declared in each month are paid to shareholders on the first business day of the following month.

Each Municipal Fund expects to designate most of its distributions as “exempt-interest dividends,” which a shareholder may exclude from gross income. If a Municipal Fund earns taxable income from any of its investments, that income will be distributed as a taxable dividend. If a Municipal Fund invests in private activity obligations, its shareholders will be required to treat a portion of the exempt-interest dividends they receive as a “tax preference item” in determining their liability for federal alternative minimum tax. Some states exempt from income tax the interest on their own obligations and on obligations of governmental agencies and municipalities in the state.

This is only a summary of some of the important income tax considerations that may affect Fund shareholders. Shareholders should consult their tax advisors regarding specific questions as to the effect of federal, state and local income taxes on an investment in the Funds. Each year, shareholders will receive tax information from the Funds to assist them in preparing their tax returns.

AAdvantage ® Miles

The AAdvantage program offers its members the opportunity to obtain upgrades and travel awards on American Airlines and AAdvantage airline participants, as well as upgrades and discounts on car rental and hotel accommodations. For more

 


 

About Your Investment   20   Prospectus


 

information about the AAdvantage program, call American Airlines at 1-800-882-8880 or visit www.aa.com/aadvantage/.

AAdvantage travel awards (“miles”) will be posted monthly in arrears to each shareholder’s AAdvantage account based on the shareholder’s average daily account balance during the previous month. Miles are posted at an annual rate of one mile per $10 maintained in each Mileage Fund. Mileage is calculated on the average daily balance and posted monthly. The average daily balance is calculated by adding each day’s balance and dividing by the number of days in the month. For example, the average daily balance on a $50,000 account funded on the 16th day of a month having 30 days (and maintained at that balance through the end of the month) would be $25,000. Mileage received for that month would be 208 miles. If the same balance were maintained through the next month, the average daily balance would be $50,000, and the mileage would be 417 miles that month and every month the $50,000 investment was maintained in the Mileage Fund. These miles appear on subsequent AAdvantage program statements. You may request mileage credit for past, eligible transactions up to 12 months from the transaction date. Transactions prior to your enrollment in the AAdvantage program are not eligible for mileage credit.

For trust accounts, AAdvantage miles will be posted only in a trustee’s individual name, and not in the name of the trust account. Before investing in the Mileage Funds, trustees of trust accounts should consult their own legal and tax advisors as to the tax effect of this arrangement and whether this arrangement is consistent with their legal duties as trustees. American Airlines has informed the Mileage Funds that in administering an AAdvantage member’s AAdvantage account, it shall not be required to distinguish between AAdvantage miles accumulated by the individual in his/her capacity as trustee to a trust account from AAdvantage miles accumulated in an individual capacity from other sources.

The Manager reserves the right to discontinue the posting of AAdvantage miles or to change the mileage calculation at any time upon notice to Mileage Fund shareholders. American Airlines may, in its discretion, change the AAdvantage program rules, regulations, travel awards, and special offers at any time with or without notice. This means that the accumulation of mileage credit does not entitle members to any vested rights with respect to such mileage credits, awards or program benefits. In accumulating mileage or awards, members may not rely upon the continued availability of any award or award level, and members may not be able to obtain all offered awards for all destinations or on all flights. Any award may be withdrawn or subject to increased mileage requirements or new restrictions at any time. American Airlines may, among other things, (i) withdraw, limit, modify, or cancel any award; (ii) change program benefits, mileage levels, participant affiliations, conditions of participation, rules for earning, redeeming, retaining or

 


 

Prospectus   21   About Your Investment


 

forfeiting mileage credit, or rules for the use of travel awards; or (iii) add travel embargo dates, limit the number of seats available for award travel (including, but not limited to, allocating no seats on certain flights) or otherwise restrict the continued availability of travel awards or special offers. American may make any one or more of these changes at any time even though such changes may affect your ability to use the mileage credit or awards that you have already accumulated. American Airlines reserves the right to end the AAdvantage program with six months notice. AAdvantage travel awards, accrued mileage credits and special offers are subject to government regulations. American Airlines is not responsible for products and services offered by other participating companies. Any departure fee, immigration fee, tax liability or passenger facility charge is the responsibility of the passenger and/or the AAdvantage member.

 


 

About Your Investment   22   Prospectus


 

Additional Information

 


Distribution of Fund Shares

The Beacon Funds and Mileage Funds have each adopted a Distribution Plan for the Platinum Class (the “Plans”) in accordance with Rule 12b-1 under the Investment Company Act of 1940, which allow the Funds to pay distribution and other fees for the sale of Fund shares and for other services provided to shareholders. In addition, the Mileage Funds’ Plan authorizes expenses incurred in connection with participation in the AAdvantage program. The Plans provide that each Platinum Class Fund will pay 0.25% per annum of its average daily net assets to the Manager (or another entity approved by the applicable Board). Because these fees are paid out of each Fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges and result in costs higher than other types of sales charges.

Master-Feeder Structure

The Funds operate under a master-feeder structure. This means that each Fund is a “feeder” fund that invests all of its investable assets in a “master” fund with the same investment objective. The “master” fund purchases securities for investment. The master-feeder structure works as follows:

(AMERICAN BEACON)

Each Fund can withdraw its investment in its corresponding portfolio at any time if the applicable Board determines that it is in the best interest of the Fund and its shareholders to do so. A change in a portfolio’s fundamental objective, policies and restrictions, which is not approved by the shareholders of its corresponding Fund could require that Fund to redeem its interest in the portfolio. Any such redemption could result in a distribution in kind of portfolio securities (as opposed to a cash distribution) by the portfolio. Should such a distribution occur, that Fund could incur

 


 

Prospectus   23   Additional Information


 

brokerage fees or other transaction costs in converting such securities to cash. In addition, a distribution in kind could result in a less diversified portfolio of investments for that Fund and could affect adversely the liquidity of the Fund. If a Fund withdraws its investment in its corresponding portfolio, the Fund’s assets will be invested directly in investment securities or in another master fund, according to the investment policies and restrictions described in this Prospectus.

Portfolio Holdings

A complete listing of each Fund’s holdings are on the Funds’ website at www.americanbeaconfunds.com under the “I want info on...” menu on the home page. A list of each Fund’s ten largest holdings is made available on the Funds’ website on a quarterly basis. The ten largest holdings of the Funds are generally posted to the website approximately thirty days after the end of each calendar quarter. Each Fund’s list of its ten largest holding remains available on the website until the next quarter. To access a Fund’s ten largest holdings on www.americanbeaconfunds.com, view the Fund’s “Portfolio Characteristics,” which are accessible under the “Funds Info” tab on the home page.

Delivery of Documents

If you invest in the Funds through a financial institution, you may be able to receive the Funds’ regulatory mailings, such as the Prospectus, Annual Report and Semi-Annual Report, by e-mail. If you are interested in this option, please go to www.icsdelivery.com and search for your financial institution’s name or contact your financial institution directly.

To reduce expenses, your financial institution may mail only one copy of the Prospectus, Annual Report and Semi-Annual Report to those addresses shared by two or more accounts. If you wish to receive individual copies of these documents, please contact your financial institution. Delivery of individual copies will commence thirty days after receiving your request.

Financial Highlights

The financial highlights tables are intended to help you understand each Fund’s financial performance for the past five fiscal years. Certain information reflects financial results for a single share of each Fund’s Platinum Class. The total returns in each Fund’s table represent the rate that an investor would have earned on an investment in that Fund (assuming reinvestment of all dividends and distributions). Each Fund’s financial highlights were audited by Ernst & Young LLP, Independent Registered Public Accounting Firm, whose report, along with the Funds’ financial statements, is found in the Funds’ Annual Report, which you may obtain upon request.

 


 

Additional Information   24   Prospectus


 


 

    Money Market Fund-Platinum Class  
    Year Ended December 31,  

For a share outstanding

throughout the period:

  2006     2005     2004     2003     2002  

Net asset value, beginning of period

  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
                                       

Income from investment operations:

         

Net investment income A

    0.04       0.02       B     B     0.01  

Net realized gain on investments

    B     B     B     B     B
                                       

Total income from investment operations

    0.04       0.02                   0.01  
                                       

Less distributions:

         

Dividends from net investment income

    (0.04 )     (0.02 )     B     B     (0.01 )

Distributions from net realized gain on investments

    B     B     B     B     B
                                       

Total distributions

    (0.04 )     (0.02 )                 (0.01 )
                                       

Net asset value, end of period

  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
                                       

Total return

    4.17 %     2.33 %     0.46 %     0.25 %     0.98 %
                                       

Ratios and supplemental data:

         

Net assets, end of period (in thousands)

  $ 33,656     $ 40,488     $ 44,958     $ 48,920     $ 913,240  

Ratios to average net assets (annualized) A :

         

Expenses, net of waivers

    0.99 %     0.99 %     0.99 %     0.96 %     0.93 %

Expenses, before waivers

    1.04 %     1.06 %     1.06 %     1.09 %     0.94 %

Net investment income, net of waivers

    4.08 %     2.27 %     0.43 %     0.38 %     0.97 %

Net investment income, before waivers

    4.03 %     2.20 %     0.36 %     0.25 %     0.96 %

 

A

The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the American Beacon Master Money Market Portfolio.

B

Amount is less than $0.01 per share.

 


 

Prospectus   25   Additional Information


 

   

Money Market Mileage Fund-Platinum Class

 
   

Year Ended December 31,

 
For a share outstanding
throughout the period:
  2006     2005     2004     2003     2002  

Net asset value, beginning of period

  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
                                       

Income from investment operations:

         

Net investment income A

    0.04       0.02       B     B     0.01  

Net realized gain on investments

    B     B     B     B     B
                                       

Total income from investment operations

    0.04       0.02                   0.01  
                                       

Less distributions:

         

Dividends from net investment income

    (0.04 )     (0.02 )     B     B     (0.01 )

Distributions from net realized gain on investments

    B     B     B     B     B
                                       

Total distributions

    (0.04 )     (0.02 )                 (0.01 )
                                       

Net asset value, end of period

  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
                                       

Total return

    3.98 %     2.14 %     0.32 %     0.12 %     0.81 %
                                       

Ratios and supplemental data:

         

Net assets, end of period (in thousands)

  $ 338,579     $ 349,488     $ 397,461     $ 431,524     $ 554,242  

Ratios to average net assets (annualized) A :

         

Expenses, net of waivers

    1.18 %     1.18 %     1.12 %     1.12 %     1.10 %

Expenses, before waivers

    1.19 %     1.19 %     1.18 %     1.16 %     1.10 %

Net investment income, net of waivers

    3.89 %     2.09 %     0.30 %     0.13 %     0.82 %

Net investment income, before waivers

    3.89 %     2.08 %     0.24 %     0.09 %     0.82 %

 

A

The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the American Beacon Master Money Market Portfolio.

B

Amount is less than $0.01 per share.

 


 

Additional Information   26   Prospectus


 

   

Municipal Money Market
Fund-Platinum Class

 
   

Year Ended December 31,

 

For a share outstanding

throughout the period:

  2006     2005     2004     2003     2002  

Net asset value, beginning of period

  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
                                       

Net investment income A

    0.02       0.02       B     B     B

Less dividends from net investment income

    (0.02 )     (0.02 )     B     B     B
                                       

Net asset value, end of period

  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
                                       

Total return

    2.50 %     1.49 %     0.31 %     0.20 %     0.51 %
                                       

Ratios and supplemental data:

         

Net assets, end of period (in thousands)

  $ 3,457     $ 2,766     $ 3,472     $ 3,271     $ 71,132  

Ratios to average net assets (annualized) A :

         

Expenses, net of waivers

    0.99 %     0.99 %     0.97 %     1.01 %     0.99 %

Expenses, before waivers

    1.95 %     1.55 %     1.58 %     1.35 %     1.01 %

Net investment income, net of waivers

    2.51 %     1.51 %     0.29 %     0.21 %     0.52 %

Net investment income (loss), before waivers

    1.55 %     0.95 %     (0.32 )%     (0.13 )%     0.50 %

 

A

The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the American Beacon Master Municipal Money Market Portfolio.

B

Amount is less than $0.01 per share.

 

   

Municipal Money Market
Mileage Fund-Platinum Class

 
   

Year Ended December 31,

 
For a share outstanding
throughout the period:
  2006     2005     2004     2003     2002  

Net asset value, beginning of period

  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
                                       

Net investment income A

    0.02       0.01       B     B     B

Less dividends from net investment income

    (0.02 )     (0.01 )     B     B     B
                                       

Net asset value, end of period

  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
                                       

Total return

    2.29 %     1.28 %     0.19 %     0.07 %     0.35 %
                                       

Ratios and supplemental data:

         

Net assets, end of period (in thousands)

  $ 3,698     $ 4,257     $ 4,946     $ 7,898     $ 7,517  

Ratios to average net assets (annualized) A :

         

Expenses, net of waivers

    1.20 %     1.20 %     1.08 %     1.09 %     1.16 %

Expenses, before waivers

    1.42 %     1.32 %     1.25 %     1.22 %     1.23 %

Net investment income, net of waivers

    2.25 %     1.23 %     0.17 %     0.07 %     0.34 %

Net investment income (loss), before waivers

    2.03 %     1.11 %     0.00 %     (0.06 )%     0.27 %

 

A

The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the American Beacon Master Municipal Money Market Portfolio.

B

Amount is less than $0.01 per share.

 


 

Prospectus   27   Additional Information


 

   

U.S. Government Money Market
Fund-Platinum Class

 
   

Year Ended December 31,

 
For a share outstanding
throughout the period:
  2006     2005     2004     2003     2002  

Net asset value, beginning of period

  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
                                       

Income from investment operations:

         

Net investment income A

    0.04       0.02       B     B     0.01  

Net realized gain on investments

    B     B     B     B     B
                                       

Total income from investment operations

    0.04       0.02                   0.01  
                                       

Less distributions:

         

Dividends from net investment income

    (0.04 )     (0.02 )     B     B     (0.01 )

Distributions from net realized gain on investments

    B     B     B     B     B
                                       

Total distributions

    (0.04 )     (0.02 )                 (0.01 )
                                       

Net asset value, end of period

  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
                                       

Total return

    4.14 %     2.30 %     0.42 %     0.24 %     0.90 %
                                       

Ratios and supplemental data:

         

Net assets, end of period (in thousands)

  $ 4,012     $ 3,915     $ 6,615     $ 6,752     $ 119,833  

Ratios to average net assets (annualized) A :

         

Expenses, net of waivers

    0.99 %     0.99 %     0.98 %     1.00 %     0.95 %

Expenses, before waivers

    1.55 %     1.25 %     1.15 %     1.20 %     0.98 %

Net investment income, net of waivers

    4.03 %     2.19 %     0.40 %     0.31 %     0.88 %

Net investment income, before waivers

    3.48 %     1.93 %     0.23 %     0.11 %     0.85 %

 

A

The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the American Beacon Master U.S. Government Money Market Portfolio.

B

Amount is less than $0.01 per share.

 


 

Additional Information   28   Prospectus


 

   

U.S. Government Money Market
Mileage Fund-Platinum Class

 
   

Year Ended December 31,

 
For a share outstanding
throughout the period:
  2006     2005     2004     2003     2002  

Net asset value, beginning of period

  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
                                       

Income from investment operations:

         

Net investment income A

    0.04       0.02       B     B     0.01  

Net realized gain on investments

    B     B     B     B     B
                                       

Total income from investment operations

    0.04       0.02                   0.01  
                                       

Less distributions:

         

Dividends from net investment income

    (0.04 )     (0.02 )     B     B     (0.01 )

Distributions from net realized gain on investments

    B     B     B     B     B
                                       

Total distributions

    (0.04 )     (0.02 )                 (0.01 )
                                       

Net asset value, end of period

  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
                                       

Total return

    3.92 %     2.09 %     0.29 %     0.09 %     0.69 %
                                       

Ratios and supplemental data:

         

Net assets, end of period (in thousands)

  $ 5,103     $ 3,961     $ 4,369     $ 4,681     $ 7,405  

Ratios to average net assets (annualized) A :

         

Expenses, net of waivers

    1.20 %     1.20 %     1.12 %     1.14 %     1.15 %

Expenses, before waivers

    1.50 %     1.48 %     1.30 %     1.31 %     1.21 %

Net investment income, net of waivers

    3.89 %     2.04 %     0.26 %     0.09 %     0.74 %

Net investment income (loss), before waivers

    3.58 %     1.76 %     0.08 %     (0.08 )%     0.68 %

 

A

The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the American Beacon Master U.S. Government Money Market Portfolio.

B

Amount is less than $0.01 per share.

 


 

Prospectus   29   Additional Information


 

Additional Information

 


Additional information about the Funds is found in the documents listed below. Request a free copy of these documents by calling your financial institution or you may access them on the Funds’ website at www.americanbeaconfunds.com.

(AMERICAN BEACON)

To obtain more information about the Funds:

(AMERICAN BEACON)    (AMERICAN BEACON)
By Telephone:    By Mail:
Call 1-800-388-3344   

American Beacon Funds

4151 Amon Carter Blvd., MD 2450

Fort Worth, TX 76155

(AMERICAN BEACON)    (AMERICAN BEACON)
By E-mail:    On the Internet:
american_beacon.funds@ambeacon.com   

Visit the Funds’ website at www.americanbeaconfunds.com

Visit the SEC website at www.sec.gov

The SAI and other information about the Funds are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic mail to publicinfo@sec. gov, or by writing to: SEC’s Public Reference Section, 100 F Street NE, Washington, D.C. 20549. The SAI and other information about the Funds may also be reviewed and copied at the SEC’s Public Reference Room. Information on the operation of the SEC Public Reference Room may be obtained by calling the SEC at (202) 551-8090.

(AMERICAN BEACON)    (AMERICAN BEACON)
SEC File Number 811-4984    SEC File Number 811-9018

American Airlines, Inc. is not responsible for investments made in the American Beacon Funds or the American Beacon Mileage Funds. American Beacon Funds and American Beacon Mileage Funds are service marks of AMR Corporation. Platinum Class, American Beacon Money Market Fund, American Beacon Municipal Money Market Fund, American Beacon U.S. Government Money Market Fund, American Beacon Money Market Mileage Fund, American Beacon Municipal Money Market Mileage Fund and American Beacon U.S. Government Money Market Mileage Fund are service marks of American Beacon Advisors, Inc.

 


 

Additional Information       Prospectus


 

(AMERICAN BEACON)


 

Table of Contents

 

About the Funds

  

Overview

   2

Money Market Fund

   3

U.S. Government Money Market Fund

   8

The Manager

   13

Valuation of Shares

   14
 

About Your Investment

  

Purchase and Redemption of Shares

   15

General Policies

   19

Frequent Trading

   20

Distributions and Taxes

   20
 

Additional Information

  

Distribution of Fund Shares

   21

Master-Feeder Structure

   21

Portfolio Holdings

   22

Delivery of Documents

   22

Financial Highlights

   22

Additional Information Back Cover

About the Funds

 


Overview

The American Beacon Money Market Fund and the American Beacon U.S. Government Money Market Fund (the “Funds”) are managed by American Beacon Advisors, Inc. (the “Manager”), a wholly owned subsidiary of AMR Corporation. The Manager is the sole investment advisor to the Funds.

The Funds operate under a master-feeder structure. This means that each Fund seeks its investment objective by investing all of its investable assets in a corresponding portfolio of the American Beacon Master Trust (the “Master Trust”) that has a similar name and an identical investment objective. Throughout this Prospectus, statements regarding investments by a Fund refer to investments made by its corresponding portfolio. For easier reading, the term “Fund” is used throughout the Prospectus to refer to either a Fund or its portfolio, unless stated otherwise. See “Master-Feeder Structure”.

 


 

About the Funds   2   Prospectus


 

American Beacon

Money Market Fund SM

 


Investment Objective

Current income, liquidity and the maintenance of a stable price of $1.00 per share.

Principal Strategies

The Fund seeks its investment objective by investing all of its investable assets in the Money Market Portfolio of the Master Trust.

The Fund invests exclusively in high quality variable or fixed rate, U.S. dollar denominated short-term money market instruments. These securities may include obligations of the U.S. Government, its agencies and instrumentalities (some of which are not backed by the full faith and credit of the U.S. Government); corporate debt securities, such as commercial paper, master demand notes, loan participation interests, medium-term notes and funding agreements; Yankeedollar and Eurodollar bank certificates of deposit, time deposits, and bankers’ acceptances; asset-backed securities; and repurchase agreements.

The Fund will only buy securities with the following credit qualities:

 

 

rated in the highest short-term categories by two rating organizations, such as “A-1” by Standard & Poor’s Ratings Services and “P-1” by Moody’s Investors Service, Inc., at the time of purchase,

 

rated in the highest short-term category by one rating organization if the securities are rated only by one rating organization, or

 

unrated securities that are determined to be of equivalent quality by the Manager pursuant to guidelines approved by the Board of Trustees.

The Fund invests more than 25% of its total assets in obligations issued by financial services companies. However, for temporary defensive purposes when the Manager believes that maintaining this concentration may be inconsistent with the best interests of shareholders, the Fund may not maintain this concentration.

Securities purchased by the Fund generally have remaining maturities of 397 days or less, although instruments subject to repurchase agreements and certain variable and floating rate obligations may bear longer final maturities. The average dollar-weighted maturity of the Fund will not exceed 90 days.

 


 

Prospectus   3   About the Funds


American Beacon

Money Market Fund SM  — (continued)

 


 

Principal Risk Factors

 

 

The yield paid by the Fund is subject to changes in interest rates. As a result, there is risk that a decline in short-term interest rates would lower its yield and the overall return on your investment.

 

Because the Fund concentrates its assets in financial services companies, factors affecting those companies could have a significant impact on the performance of the Fund.

 

Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

 

As with any money market fund, there is the risk that the issuers or guarantors of securities owned by the Fund, including securities issued by U.S. Government agencies not backed by the full faith and credit of the U.S. Government, will default on the payment of principal or interest or the obligation to repurchase securities from the Fund.

 

The yield paid by the Fund may be affected by the Manager’s decisions regarding the Fund’s average dollar-weighted maturity. If the Manager sets the Fund’s maturity target in a manner that does not correlate with the movement of interest rate trends, the Fund’s yield could be less than other money market funds.

Your investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other financial or government institution.

Historical Performance

The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. The Cash Management Class of the Fund began offering its shares on December 1, 2001. However, another class of shares of the Fund not offered in this Prospectus began offering its shares on September 1, 1987. In the chart and table below, performance results prior to December 1, 2001 are for the older class. Because the other class had moderately higher expenses, its performance was slightly worse than the Cash Management Class of the Fund would have realized in the same period. Neither the bar chart nor the performance table that follows is intended to indicate how the Fund will perform

 


 

About the Funds   4   Prospectus


American Beacon

Money Market Fund SM  — (continued)

 


 

in the future. Investors may call 1-800-658-5811 or visit the Funds’ website at www.americanbeaconfunds.com to obtain the Fund’s current seven-day yield.

Total Return for the Calendar Year Ended 12/31 of each Year

(AMERICAN BEACON)

 

Highest Quarterly Return:

   1.65%

(1/1/97 through 12/31/06)

   (3rd & 4th Quarter 2000)

Lowest Quarterly Return:

   0.24%

(1/1/97 through 12/31/06)

   (2nd Quarter 2004)

 

     Average Annual Total Return
     as of 12/31/06
     1 Year    5 Years    10 Years

Money Market Fund

   5.05%    2.46%    3.92%

 


 

Prospectus   5   About the Funds


American Beacon

Money Market Fund SM  — (continued)

 


 

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the Money Market Fund. 1

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)

 

Management Fees

   0.10 %

Distribution (12b-1) Fees

   0.00  

Other Expenses

   0.10  
      

Total Annual Fund Operating Expenses

   0.20 %
      

Expense Reimbursement/(Recoupment)

   0.05 2

Net Expenses

   0.15 % 3

 

1

The expense table and the Example below reflect the expenses of both the Fund and the Money Market Portfolio of the Master Trust.

 

2

The Manager has contractually agreed to reimburse the Cash Management Class of the Fund for Other Expenses through February 29, 2008 to the extent that Total Annual Fund Operating Expenses exceed 0.15%. The contractual expense reimbursement can be changed by approval of a majority of the Fund’s Board of Trustees without the approval of shareholders. In addition, the Manager may decide voluntarily to waive additional fees or reimburse the Fund for other expenses. The Manager can be reimbursed by the Fund for any contractual or voluntary fee waivers or expense reimbursements made on or after July 10, 2003 (the date this reimbursement policy was approved by the Board of Trustees). Such reimbursements to the Manager will be made only if the reimbursement (a) occurs within three years after the Manager’s own waiver or reimbursement and (b) does not cause the Fund’s Total Annual Fund Operating Expenses of the Cash Management Class of the Fund to exceed 0.15%.

 

3

The contractual expense limitation excludes interest, taxes, brokerage commissions and extraordinary expenses.

 


 

About the Funds   6   Prospectus


American Beacon

Money Market Fund SM  — (continued)

 


 

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Because the Manager has contractually agreed to reimburse expenses only through February 29, 2008, Net Expenses were used to calculate the cost in year one, and Total Annual Fund Operating Expenses were used to calculate costs for years two through ten. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

  $15

3 Years

  $59

5 Years

  $108

10 Years

  $250

Portfolio Holdings

A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 


 

Prospectus   7   About the Funds


 

American Beacon

U.S. Government Money Market Fund SM

 


Investment Objective

Current income, liquidity and the maintenance of a stable price of $1.00 per share.

Principal Strategies

The Fund seeks its investment objective by investing all of its investable assets in the U.S. Government Money Market Portfolio of the Master Trust.

The Fund invests exclusively in obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, repurchase agreements that are collateralized by such obligations and other investment companies that limit their investments to the foregoing securities.

Ordinarily, the Fund will invest the majority of its assets, directly or indirectly, in debt obligations of U.S. Government-sponsored enterprises, including the Federal National Mortgage Association (“Fannie Mae”), Federal Home Loan Mortgage Corporation (“Freddie Mac”), Federal Home Loan Banks (“FHLB”), and Federal Farm Credit Banks (“FFCB”). Although chartered or sponsored by Acts of Congress, these entities are not backed by the full faith and credit of the U.S. Government. Freddie Mac and FFCB are supported by the right to borrow from the U.S. Treasury, and FHLB and Fannie Mae are supported by the U.S. Treasury’s discretionary authority to purchase their securities. The Fund’s investments may also include direct obligations of the U.S. Treasury (such as Treasury bills, Treasury notes and Treasury bonds) and obligations issued by the Government National Mortgage Association (commonly referred to as Ginnie Mae), which are backed by the full faith and credit of the U.S. Government.

Securities purchased by the Fund generally have remaining maturities of 397 days or less, although instruments subject to repurchase agreements and certain variable and floating rate obligations may bear longer final maturities. The average dollar-weighted maturity of the Fund will not exceed 90 days.

 


 

About the Funds   8   Prospectus


American Beacon

U.S. Government

Money Market Fund SM  — (continued)

 


 

The Fund has a policy of investing exclusively in securities that are consistent with the Fund’s name. If the Fund changes this policy, a notice will be sent to shareholders at least 60 days in advance of the change and the Prospectus will be supplemented.

Principal Risk Factors

 

 

The yield paid by the Fund is subject to changes in interest rates. As a result, there is risk that a decline in short-term interest rates would lower its yield and the overall return on your investment.

 

Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

 

As with any money market fund, there is the risk that the issuers or guarantors of securities owned by the Fund, including securities issued by U.S. Government agencies not backed by the full faith and credit of the U.S. Government, will default on the payment of principal or interest or the obligation to repurchase securities from the Fund.

Your investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other financial or government institution.

Historical Performance

The bar chart and table below provide an indication of risk by showing how the Fund’s performance has varied from year to year. Prior to December 1, 2001, the Cash Management Class of the Fund was known as the Institutional Class. Neither the bar chart nor the performance table that follows is intended to indicate how the Fund will perform in the future. Investors may call 1-800-658-5811 or visit the Funds’ website at www.americanbeaconfunds.com to obtain the Fund’s current seven-day yield.

 


 

Prospectus   9   About the Funds


American Beacon

U.S. Government

Money Market Fund SM  — (continued)

 


 

Total Return for the Calendar Year Ended 12/31 of each Year

(AMERICAN BEACON)

 

Highest Quarterly Return:

   1.62%

(1/1/97 through 12/31/06)

   (3rd Quarter 2000)

Lowest Quarterly Return:

   0.22%

(1/1/97 through 12/31/06)

   (2nd Quarter 2004)

 

     Average Annual Total Return
     as of 12/31/06
     1 Year    5 Years    10 Years

U.S. Government Money Market Fund

   4.97%    2.39%    3.81%

 


 

About the Funds   10   Prospectus


American Beacon

U.S. Government

Money Market Fund SM  — (continued)

 


 

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the U.S. Government Money Market Fund. 1

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)

 

Management Fees

   0.10 %

Distribution (12b-1) Fees

   0.00  

Other Expenses

   0.54  
      

Total Annual Fund Operating Expenses

   0.64 %
      

Expense Reimbursement/(Recoupment)

   0.49 2

Net Expenses

   0.15 % 3

 

1

The expense table and the Example below reflect the expenses of both the Fund and the U.S. Government Money Market Portfolio of the Master Trust.

 

2

The Manager has contractually agreed to reimburse the Fund for Other Expenses through February 29, 2008 to the extent that Total Annual Fund Operating Expenses exceed 0.15%. The contractual expense reimbursement can be changed by approval of a majority of the Fund’s Board of Trustees without the approval of shareholders. In addition, the Manager may decide voluntarily to waive additional fees or reimburse the Fund for other expenses. The Manager can be reimbursed by the Fund for any contractual or voluntary fee waivers or expense reimbursements made on or after July 10, 2003 (the date this reimbursement policy was approved by the Board of Trustees). Such reimbursements to the Manager will be made only if the reimbursement (a) occurs within three years after the Manager’s own waiver or reimbursement and (b) does not cause the Fund’s Total Annual Fund Operating Expenses of the Cash Management Class of the Fund to exceed 0.15%.

 

3

The contractual expense limitation excludes interest, taxes, brokerage commissions and extraordinary expenses.

 


 

Prospectus   11   About the Funds


American Beacon

U.S. Government

Money Market Fund SM  — (continued)

 


 

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Because the Manager has contractually agreed to reimburse expenses only through February 29, 2008, Net Expenses were used to calculate the cost for year one, and Total Annual Fund Operating Expenses were used to calculate costs for years two through ten. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

  $15

3 Years

  $155

5 Years

  $308

10 Years

  $752

Portfolio Holdings

A description of the Fund’s policies and procedures regarding the disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information, which you may access on the Funds’ website at www.americanbeaconfunds.com or call 1-800-658-5811 to request a free copy.

 


 

About the Funds   12   Prospectus


 

The Manager

The Funds have retained American Beacon Advisors, Inc. to serve as their Manager. The Manager, located at 4151 Amon Carter Boulevard, Fort Worth, Texas 76155, is a wholly owned subsidiary of AMR Corporation. The Manager was organized in 1986 to provide investment management, advisory, administrative and asset management consulting services. As of December 31, 2006, the Manager had approximately $57.9 billion of assets under management, including approximately $28.2 billion under active management and $29.7 billion as named fiduciary or financial advisor. Approximately $26.9 billion of the Manager’s total assets under management were related to AMR Corporation.

The Manager provides or oversees all administrative, investment advisory and portfolio management services to the Funds. The Manager develops the investment programs for each Fund and serves as the sole investment advisor to each Fund. As compensation for providing management services, each Fund pays the Manager an annualized advisory fee that is calculated and accrued daily, equal to 0.10% of its net assets. A discussion of the Board’s consideration and approval of the Management Agreement between the Funds and the Manager is available in the Funds’ semi-annual report dated June 30, 2006.

The Manager also may receive up to 25% of the net annual interest income or up to 25% of loan fees in regards to securities lending activities. However, the Manager does not anticipate that the Funds will engage in securities lending at this time. The Securities and Exchange Commission (“SEC”) has granted exemptive relief that permits the Funds to invest cash collateral received from securities lending transactions in shares of one or more private or registered investment companies managed by the Manager.

The Manager has discretion to purchase and sell securities for the Funds in accordance with each Fund’s objectives, policies, and restrictions. Pursuant to an exemptive order issued by the SEC, the Manager is permitted to enter into new or modified investment advisory agreements with existing or new investment advisors without approval of a Fund’s shareholders, but subject to approval by the Boards of Trustees of the Master Trust and the Funds (the “Boards”). The Prospectus will be supplemented if additional investment advisors are retained or the contract with the Manager is terminated.

 


 

Prospectus   13   About the Funds


 

Valuation of Shares

The price of each Fund’s shares is based on its net asset value (“NAV”) per share. Each Fund’s NAV is computed by adding total assets, subtracting all of the Fund’s liabilities, and dividing the result by the total number of shares outstanding. Securities held by a Fund are valued in accordance with the amortized cost method, which is designed to enable the Fund to maintain a stable NAV of $1.00 per share.

The NAV of Cash Management Class shares will be determined based on a pro rata allocation of the Fund’s investment income, expenses and total capital gains and losses. Each Fund’s NAV per share is typically determined as of 5:00 p.m. Eastern Time, on each day on which the New York Stock Exchange (“Exchange”) is open for business. On days when the financial markets in which the Funds invest close early, the NAV may be calculated as of the earlier close of those markets. In addition to the days the Exchange is closed, the Funds are not open and no NAV is calculated on Columbus Day and Veterans Day. In certain limited circumstances, a Fund, in its discretion, may designate other days as a business day on which it will accept purchases, redemptions and exchanges.

 


 

About the Funds   14   Prospectus


 

About Your Investment

 


Purchase and Redemption of Shares

Eligibility

Cash Management Class shares are offered to institutional investors, including:

 

 

agents or fiduciaries acting on behalf of their clients (such as employee benefit plans, trusts and other accounts for which a trust company or financial advisor acts as agent or fiduciary);

 

endowment funds and charitable foundations;

 

employee welfare plans which are tax-exempt under Section 501(c)(9) of the Internal Revenue Code of 1986, as amended (Code);

 

qualified pension and profit sharing plans;

 

corporations; and

 

other investors who meet the initial investment requirement.

An initial investment of at least $10 million is required for the Money Market Fund. The U.S. Government Money Market Fund has an initial investment requirement of $2 million. The Manager may allow a reasonable period of time after opening an account for an investor to meet the initial investment requirement. In addition, for investors such as trust companies and financial advisors who make investments for a group of clients, the minimum initial investment can be met through an aggregated purchase order for more than one client.

Opening an Account

A completed, signed application is required to open an account. You may request an application form by:

 

 

calling 1-800-967-9009, or

 

visiting the Funds’ website at www.americanbeaconfunds.com and downloading an account application.

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When you open an account, we will ask for information that will allow us to identify you. Non-public corporations and other entities may be required to provide articles of incorporation,

 


 

Prospectus   15   About Your Investment


 

trust or partnership agreements, tax ID numbers, and other documentation. The Fund is required by law to reject your new account application if the required identifying information is not provided.

Complete the application, sign it and:

Mail to:

American Beacon Funds

4151 Amon Carter Blvd., MD 2450

Fort Worth, TX 76155

or Fax to:

(817) 931-8803

Purchase Policies

Shares of each Fund are offered and purchase orders are typically accepted until 5:00 p.m. Eastern Time on each day on which the Exchange is open for business. If a purchase order is received in good order prior to a Fund’s deadline, the purchase price will be the NAV per share next determined on that day. If a purchase order is received in good order after the Fund’s deadline, the purchase price will be the NAV per share determined on the following day that the Fund is open for business. Each Fund has the right to reject any purchase order or cease offering shares at any time. In addition, a Fund may, in its discretion, accept orders on days when the Exchange is closed. Shares of the Funds are not offered and orders are not accepted on Columbus Day and Veterans Day. No sales charges are assessed on the purchase or sale of Fund shares.

Redemption Policies

Shares of each Fund may be redeemed by telephone or mail on any day that the Fund is open for business. The redemption price will be the NAV next determined after a redemption request is received in good order. Wire proceeds from redemption requests received by 5:00 p.m. Eastern Time (or such other time as may be designated by a Fund) will generally be transmitted to shareholders on the same day. In any event, proceeds from a redemption request will typically be transmitted to a shareholder by no later than seven days after the receipt of a redemption request in good order. For assistance with completing a redemption request, please call 1-800-658-5811.

Each Fund reserves the right to suspend redemptions or postpone the date of payment (i) when the Exchange is closed (other than for customary weekend and holiday closings); (ii) when trading on the Exchange is restricted; (iii) when the SEC

 


 

About Your Investment   16   Prospectus


 

determines that an emergency exists so that disposal of the Fund’s investments or determination of its NAV is not reasonably practicable; or (iv) by order of the SEC for protection of the Fund’s shareholders.

Although each Fund intends to redeem shares in cash, each Fund reserves the right to pay the redemption price in whole or in part by a distribution of readily marketable securities held by its corresponding portfolio. Unpaid dividends credited to an account up to the date of redemption of all shares of a Fund generally will be paid at the time of redemption.

How to Purchase Shares

 

By Wire

If your account has been established, you may call 1-800-658-5811 or visit www.americanbeaconfunds.com (select “My Account”) to purchase shares by wire. Send a bank wire to State Street Bank and Trust Co. with these instructions:

 

 

ABA# 0110-0002-8; AC-9905-342-3,

 

Attn: American Beacon Funds — Cash Management Class,

 

the Fund name, Fund number, and

 

account number and registration.

 

Via “My Account” on www.americanbeaconfunds.com

You may purchase shares via wire transfer or Automated Clearing House (“ACH”) by selecting “My Account” on www.americanbeaconfunds.com.

 

Via DST Vision

If you have access to DST Vision, you may purchase shares on-line through DST. Please call 1-800-967-9009, extension 70771, to have on-line trading added to your DST Vision access.

 


 

Prospectus   17   About Your Investment


 

How to Redeem Shares

 

By Telephone

 

 

Call 1-800-658-5811 to request a redemption.

 

 

Proceeds from redemptions placed by telephone will generally be transmitted by wire only, as instructed on the application form.

 

By Mail

Write a letter of instruction including:

 

 

the Fund name, Fund number,

 

 

the shareholder account number,

 

 

the number of shares or dollar amount to be redeemed, and

 

 

the authorized signature(s) of all persons required to sign for the account.

Mail the letter to:

American Beacon Funds

P.O. Box 219643

Kansas City, MO 64121-9643

 

 

Other supporting documents may be required for estates, trusts, guardianships, custodians, corporations, and welfare, pension and profit sharing plans. Call 1-800-658-5811 for instructions.

 

 

Proceeds will only be mailed to the account address of record or transmitted by wire to a commercial bank account designated on the account application form.

To protect the Funds and your account from fraud, a STAMP 2000 Medallion signature guarantee is required for redemption orders:

 

 

with a request to send the proceeds to an address or commercial bank account other than the address or commercial bank account designated on the account application, or

 

 

for an account requesting payment by check whose address has changed within the last 30 days.

The Funds only accept STAMP 2000 Medallion signature guarantees, which may be obtained from most banks, broker-dealers and credit unions. A notary public cannot provide a signature guarantee. Call 1-800-658-5811 for instructions and further assistance.

 

Via “My Account” on www.americanbeaconfunds.com

If you have established bank instructions for your account, you may request a redemption by selecting “My Account” on www.americanbeaconfunds.com. To establish bank instructions, please call 1-800-658-5811.

 


 

About Your Investment   18   Prospectus


 

How to Redeem Shares (continued)

 

Via DST Vision

If you have access to DST Vision, you may request a redemption on-line through DST. Please call 1-800-967-9009, extension 70771, to have on-line trading added to your DST Vision access.

General Policies

If a shareholder’s account balance in either Fund falls below $100,000, the shareholder may be asked to increase the balance. If the account balance remains below $100,000 after 45 days, the Funds reserve the right to close the account and send the proceeds to the shareholder.

A STAMP 2000 Medallion signature guarantee may be required in order to change an account’s registration or banking instructions. You may obtain a STAMP 2000 Medallion signature guarantee at most banks, broker-dealers and credit unions, but not from a notary public.

The Funds reserve the right to:

 

 

liquidate a shareholder’s account at the current day’s NAV and remit proceeds via check if the Funds are unable to verify the shareholder’s identity within three business days of account opening,

 

modify or terminate the exchange privilege at any time, and

 

reject a purchase order and seek reimbursement from the shareholder for any related loss incurred by a Fund if funds are not received by the applicable wire deadline.

The following policies apply to instructions you may provide to the Funds by telephone:

 

 

The Funds, their officers, trustees, employees, or agents are not responsible for the authenticity of instructions provided by telephone, nor for any loss, liability, cost or expense incurred for acting on them.

 

The Funds employ procedures reasonably designed to confirm that instructions communicated by telephone are genuine.

 

Due to the volume of calls or other unusual circumstances, telephone redemptions may be difficult to implement during certain time periods.

The Funds have authorized certain third party financial intermediaries, such as broker-dealers, third party administrators and trust companies, to receive purchase and redemption orders on behalf of the Funds and to designate other intermediaries to receive purchase and redemption orders on behalf of the Funds. A Fund is deemed to have received such orders when they are received by the financial intermediaries or their designees. Thus, an order to purchase or sell Fund shares will

 


 

Prospectus   19   About Your Investment


 

be priced at the Fund’s next determined NAV after receipt by the financial intermediary or its designee.

The Manager may compensate financial intermediaries for providing recordkeeping, administrative and other services.

Third parties who offer Fund shares may charge transaction fees and may set different minimum investments or limitations on purchasing or redeeming shares.

Frequent Trading

The Funds are intended to serve as short-term investment vehicles providing daily liquidity to shareholders. As such, the Funds’ Board of Trustees has determined not to adopt policies to deter short-term trading of Fund shares. The Manager attempts to maintain sufficient liquidity for each Fund to satisfy redemption requests. In the event of large net redemptions, due to frequent trading activity or other circumstances, the Manager may be required to sell portfolio securities before maturity, possibly causing a Fund to underperform other similar money market funds.

Distributions and Taxes

The Funds distribute most or all of their net earnings in the form of dividends from net investment income, which are declared daily and paid monthly, and distributions of realized net capital gains, if any. Dividends and distributions of realized net short-term capital gains are taxable as ordinary income; none of the Funds’ distributions are expected to be eligible for the 15% maximum federal income tax rate applicable to individual shareholders’ “qualified dividend income” or net capital gains or for the dividends-received deduction available to corporations. However, the portion of a Fund’s dividends derived from its investments in certain direct U.S. Government obligations is generally exempt from state and local income taxes. Unless the account application instructs otherwise, distributions will be reinvested in additional Fund shares. Distributions declared in each month are paid to shareholders on the first business day of the following month.

This is only a summary of some of the important federal income tax considerations that may affect Fund shareholders. Shareholders should consult their tax advisors regarding specific questions as to the effect of federal, state and local income taxes on an investment in the Funds. Each year, shareholders will receive tax information from the Funds to assist them in preparing their tax returns.

 


 

About Your Investment   20   Prospectus


 

Additional Information

 


Distribution of Fund Shares

The Funds do not incur any direct distribution expenses. However, the Funds have adopted a Distribution Plan in accordance with Rule 12b-1 under the Investment Company Act of 1940, which authorizes the use of any fees received by the Manager in accordance with the Management and Administrative Services Agreements to be used for the sale and distribution of Fund shares. In the event a Fund begins to incur distribution expenses, distribution fees may be paid out of Fund assets, possibly causing the cost of your investment to increase over time and resulting in costs higher than other types of sales charges.

Master-Feeder Structure

The Funds operate under a master-feeder structure. This means that each Fund is a “feeder” fund that invests all of its investable assets in a “master” fund with the same investment objective. The “master” fund purchases securities for investment. The master-feeder structure works as follows:

(AMERICAN BEACON)

Each Fund can withdraw its investment in its corresponding portfolio at any time if the Board of Trustees of the Funds determines that it is in the best interest of a Fund and its shareholders to do so. A change in a portfolio’s fundamental objective, policies and restrictions, which is not approved by the shareholders of its corresponding Fund could require that Fund to redeem its interest in the portfolio. Any such redemption could result in a distribution in kind of portfolio securities (as opposed to a cash distribution) by the portfolio. Should such a distribution occur, that Fund could incur brokerage fees or other transaction costs in converting such securities to cash. In addition, a distribution in kind could result in a less diversified

 


 

Prospectus   21   Additional Information


 

portfolio of investments for that Fund and could affect adversely the liquidity of the Fund. If a Fund withdraws its investment in its corresponding portfolio, the Fund’s assets will be invested directly in investment securities or in another master fund, according to the investment policies and restrictions described in this Prospectus.

Portfolio Holdings

A complete list of each Fund’s holdings is on the Funds’ website at www.americanbeaconfunds.com under the “I want info on...” menu on the home page. A list of each Fund’s ten largest holdings is made available on the Funds’ website on a quarterly basis. The ten largest holdings of the Funds are generally posted to the website approximately thirty days after the end of each calendar quarter. Each Fund’s list of its ten largest holding remains available on the website until the next quarter. To access a Fund’s ten largest holdings on www.americanbeaconfunds.com, view the Fund’s “Portfolio Characteristics,” which are accessible under the “Funds Info” tab on the home page.

Delivery of Documents

If you invest in the Funds through a financial institution, you may be able to receive the Funds’ regulatory mailings, such as the Prospectus, Annual Report and Semi-Annual Report, by e-mail. If you are interested in this option, please go to www.icsdelivery.com and search for your financial institution’s name or contact your financial institution directly.

To reduce expenses, your financial institution may mail only one copy of the Prospectus, Annual Report and Semi-Annual Report to those addresses shared by two or more accounts. If you wish to receive individual copies of these documents, please contact your financial institution. Delivery of individual copies will commence thirty days after receiving your request.

Financial Highlights

The financial highlights tables are intended to help you understand each Fund’s financial performance for the past five fiscal years (or, if shorter, the period of the Fund’s operations). Certain information reflects financial results for a single Fund share. The total returns in each Fund’s table represent the rate that an investor would have earned on an investment in that Fund (assuming reinvestment of all dividends and distributions). The Fund’s financial highlights were audited by Ernst & Young LLP, Independent Registered Public Accounting Firm, whose report, along with the Funds’ financial statements, is found in the Funds’ Annual Report, which you may obtain upon request.

 


 

Additional Information   22   Prospectus


 

   

Money Market Fund-Cash Management Class

 
   

Year Ended December 31,

 
For a share outstanding
throughout the period:
  2006     2005     2004     2003     2002  

Net asset value, beginning of period

  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
                                       

Income from investment operations:

         

Net investment income A

    0.05       0.03       0.01       0.01       0.02  

Net realized gain on investments

    B     B     B     B     B
                                       

Total income from investment operations

    0.05       0.03       0.01       0.01       0.02  
                                       

Less distributions:

         

Dividends from net investment income

    (0.05 )     (0.03 )     (0.01 )     (0.01 )     (0.02 )

Distributions from net realized gain on investments

    B     B     B     B     B
                                       

Total distributions

    (0.05 )     (0.03 )     (0.01 )     (0.01 )     (0.02 )
                                       

Net asset value, end of period

  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
                                       

Total return

    5.05 %     3.19 %     1.30 %     1.08 %     1.73 %
                                       

Ratios and supplemental data:

         

Net assets, end of period (in thousands)

  $ 501,905     $ 200,010     $ 434,587     $ 117,395     $ 6,641  

Ratios to average net assets (annualized) A :

         

Expenses, net of waivers

    0.15 %     0.15 %     0.15 %     0.16 %     0.19 %

Expenses, before waivers

    0.20 %     0.23 %     0.23 %     0.24 %     0.22 %

Net investment income, net of waivers

    5.04 %     3.08 %     1.34 %     1.03 %     1.73 %

Net investment income, before waivers

    4.99 %     3.00 %     1.26 %     0.95 %     1.70 %

 

A

The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the American Beacon Master Money Market Portfolio.

B

Amount is less than $0.01 per share.

 


 

Prospectus   23   Additional Information


 

   

U.S. Government Money Market
Fund-Cash Management Class

 
   

Year Ended December 31,

 
For a share outstanding
throughout the period:
  2006     2005     2004     2003     2002  

Net asset value, beginning of period

  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
                                       

Income from investment operations:

         

Net investment income A

    0.05       0.03       0.01       0.01       0.02  

Net realized gain on investments

    B     B     B     B     B
                                       

Total income from investment operations

    0.05       0.03       0.01       0.01       0.02  
                                       

Less distributions:

         

Dividends from net investment income

    (0.05 )     (0.03 )     (0.01 )     (0.01 )     (0.02 )

Distributions from net realized gain on investments

    B     B     B     B     B
                                       

Total distributions

    (0.05 )     (0.03 )     (0.01 )     (0.01 )     (0.02 )
                                       

Net asset value, end of period

  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
                                       

Total return

    4.97 %     3.12 %     1.22 %     1.04 %     1.67 %
                                       

Ratios and supplemental data:

         

Net assets, end of period (in thousands)

  $ 3,568     $ 22,518     $ 28,591     $ 22,060     $ 38,310  

Ratios to average net assets (annualized) A :

         

Expenses, net of waivers

    0.19 %     0.19 %     0.19 %     0.19 %     0.19 %

Expenses, before waivers

    0.64 %     0.38 %     0.29 %     0.37 %     0.23 %

Net investment income, net of waivers

    4.60 %     2.99 %     1.21 %     1.04 %     1.69 %

Net investment income, before waivers

    4.16 %     2.80 %     1.11 %     0.86 %     1.65 %

 

A

The per share amounts and ratios reflect income and expenses assuming inclusion of the Fund’s proportionate share of the income and expenses of the American Beacon Master U.S. Government Money Market Portfolio.

B

Amount is less than $0.01 per share.

 


 

Additional Information   24   Prospectus


 

— Notes —


 

Additional Information

 


Additional information about the Funds is found in the documents listed below. Request a free copy of these documents by calling 1-800-658-5811 or you may access them on the Funds’ website at www.americanbeaconfunds.com.

(AMERICAN BEACON)

(AMERICAN BEACON)

To obtain more information about the Funds:

(AMERICAN BEACON)    (AMERICAN BEACON)
By Telephone:    By Mail:
Call 1-800-658-5811   

American Beacon Funds

4151 Amon Carter Blvd., MD 2450

Fort Worth, TX 76155

(AMERICAN BEACON)    (AMERICAN BEACON)
By E-mail:    On the Internet:
american_beacon.funds@ambeacon.com   

Visit our website at

www.americanbeaconfunds.com

Visit the SEC website at www.sec.gov

The SAI and other information about the Funds are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic mail to publicinfo@sec. gov, or by writing to: SEC’s Public Reference Section, 100 F Street NE, Washington, D.C. 20549. The SAI and other information about the Funds may also be reviewed and copied at the SEC’s Public Reference Room. Information on the operation of the SEC Public Reference Room may be obtained by calling the SEC at (202) 551-8090.

(AMERICAN BEACON)

SEC File Number 811-4984

American Beacon Funds is a service mark of AMR Corporation. American Beacon Money Market Fund and American Beacon U.S. Government Money Market Fund are service marks of American Beacon Advisors, Inc.

 


 

Additional Information       Prospectus


 

STATEMENT OF ADDITIONAL INFORMATION
AMERICAN BEACON FUNDS SM
(formerly known as the American AAdvantage Funds)
March 1, 2007
     
— AMR Class SM   — PlanAhead Class â
— Institutional Class —   — Service Class —
         
Balanced Fund   International Equity Index Fund   Short-Term Bond Fund
Emerging Markets Fund   Large Cap Growth Fund   Small Cap Index Fund
Enhanced Income Fund   Large Cap Value Fund   Small Cap Value Fund
High Yield Bond Fund   Mid-Cap Value Fund   Small Cap Value Opportunity Fund
Intermediate Bond Fund   Money Market Fund   Treasury Inflation Protected Securities Fund
International Equity Fund   Municipal Money Market Fund   U.S. Government Money Market Fund
    S&P 500 Index Fund    
(each individually, a “Fund” and collectively, the “Funds”)
     This Statement of Additional Information (“SAI”) should be read in conjunction with an AMR Class, a PlanAhead Class, a Service Class, or an Institutional Class prospectus dated March 1, 2007 (individually, a “Prospectus”). Copies of any prospectus may be obtained without charge by calling (800) 388-3344 for an Institutional, PlanAhead or Service Class Prospectus or (817) 967-3509 for an AMR Class Prospectus or by visiting the Funds’ website at www.americanbeaconfunds.com. This SAI is not a prospectus and is authorized for distribution to prospective investors only if preceded or accompanied by a current Prospectus.
     The American Beacon Funds’ Annual Report to Shareholders for the period ended October 31, 2006, the American Beacon Funds’ Annual Report to Shareholders of the Money Market Fund, Municipal Money Market Fund, and U.S. Government Money Market Fund for the period ended December 31, 2006, and the American Beacon Funds’ Annual Report to Shareholders of the International Equity Index Fund, S&P 500 Index Fund, and Small Cap Index Fund for the period ended December 31, 2006 and the financial statements and accompanying notes appearing therein are incorporated by reference in this SAI. To request an Annual Report, free of charge, please call (800) 388-3344.
TABLE OF CONTENTS
         
Organization and History of the Funds
    2  
Non-Principal Investment Strategies and Risks
    3  
Investment Restrictions
    4  
Temporary Defensive Position
    9  
Portfolio Turnover
    9  
Disclosure of Portfolio Holdings
    9  
Trustees and Officers of the Trust and the Master Trust
    11  
Trustees and Officers of the Index Trust
    15  
Trustees and Officers of the Equity 500 Index Portfolio
    18  
Code of Ethics
    21  
Proxy Voting Policies
    21  
Control Persons and 5% Shareholders
    21  
Investment Advisory Agreements
    27  
Management, Administrative and Distribution Services
    29  
Other Service Providers
    33  
Portfolio Managers
    33  
Portfolio Securities Transactions
    55  
Redemptions in Kind
    59  
Net Asset Value
    59  
Tax Information
    59  
Description of the Trust
    64  
Financial Statements
    64  

 


 

         
Other Information
    65  
Appendix A: Proxy Voting Policy and Procedures for the Trust and Master Trust
    A-1  
Appendix B: Proxy Voting Policies — International Equity and Emerging Markets Fund Sub-Advisors
    B-1  
Appendix C: Proxy Voting Policies — Index Portfolios
    C-1  
ORGANIZATION AND HISTORY OF THE FUNDS
     Each Fund is a separate investment portfolio of the American Beacon Funds (the “Trust”), a no-load, open-end management investment company organized as a Massachusetts business trust on January 16, 1987. Each Fund constitutes a separate investment portfolio with a distinct investment objective and distinct purpose and strategy. All of the Funds are diversified except for the International Equity Index and Small Cap Index Funds. Each Fund (except the Enhanced Income, Intermediate Bond, International Equity Index, Small Cap Index, and Treasury Inflation Protected Securities Funds) is comprised of multiple classes of shares designed to meet the needs of different groups of investors. The Enhanced Income Fund offers only the PlanAhead Class of shares. The Intermediate Bond, International Equity Index Fund, Small Cap Index Fund, and Treasury Inflation Protected Securities Fund offer only the Institutional Class of shares. This SAI relates to the AMR, Institutional, PlanAhead and Service Classes of the Trust.
     The International Equity Index Fund, Money Market Fund, Municipal Money Market Fund, S&P 500 Index Fund, Small Cap Index Fund, and U.S. Government Money Market Fund operate under a master-feeder structure (the “Master-Feeder Funds”). Each Master-Feeder Fund invests all of its investable assets in a corresponding portfolio with a similar name and identical investment objective. The Money Market Fund, the Municipal Money Market Fund, and the U.S. Government Money Market Fund each seeks its investment objective by investing all of its investable assets in a corresponding portfolio of the American Beacon Master Trust (“Master Trust”), a separate investment company managed by American Beacon Advisors, Inc. (the “Manager”). The S&P 500 Index Fund seeks its investment objective by investing all of its investable assets in the State Street Equity 500 Index Portfolio (“Equity 500 Index Portfolio”), a portfolio of the State Street Master Funds that is managed by SSgA Funds Management, Inc. (“SSgA FM”), a subsidiary of State Street Corp. and an affiliate of State Street Bank and Trust Company (“State Street”). The International Equity Index Fund and the Small Cap Index Fund each seeks its investment objective by investing all of its investable assets in a corresponding portfolio of the Quantitative Master Series Trust (“Index Trust”). The International Equity Index Fund invests all of its investable assets in the Master International Index Series (“International Index Series”). The Small Cap Index Fund invests all of its investable assets in the Master Small Cap Index Series (“Small Cap Index Series”). The Index Trust is managed by BlackRock Advisors, LLC. BlackRock Advisors, LLC has a sub-advisory agreement with BlackRock Investment Management, LLC (“BIM”). BIM is responsible for the day-to-day management of the International Index Series and the Small Cap Index Series. BlackRock Advisors LLC and BIM (collectively, “BlackRock”) each is an indirect, wholly owned subsidiary of BlackRock, Inc. The Equity 500 Index Portfolio, the International Index Series, the Small Cap Index Series, and the portfolios of the Master Trust are referred to herein individually as a “Portfolio” and, collectively, the “Portfolios.”
     Effective March 1, 2005, the Trust, the Funds, the Master Trust, and the Manager underwent a name change. The former and current names of each are listed below.
     
Name Prior to March 1, 2005   Name as of March 1, 2005
American AAdvantage Funds
  American Beacon Funds
American AAdvantage Balanced Fund
  American Beacon Balanced Fund
American AAdvantage Emerging Markets Fund
  American Beacon Emerging Markets Fund
American AAdvantage Enhanced Income Fund
  American Beacon Enhanced Income Fund
American AAdvantage High Yield Bond Fund
  American Beacon High Yield Bond Fund
American AAdvantage Intermediate Bond Fund
  American Beacon Intermediate Bond Fund
American AAdvantage International Equity Fund
  American Beacon International Equity Fund
American AAdvantage International Equity Index Fund
  American Beacon International Equity Index Fund
American AAdvantage Large Cap Growth Fund
  American Beacon Large Cap Growth Fund
American AAdvantage Large Cap Value Fund
  American Beacon Large Cap Value Fund
American AAdvantage Mid-Cap Value Fund
  American Beacon Mid-Cap Value Fund
American AAdvantage Money Market Fund
  American Beacon Money Market Fund
American AAdvantage Municipal Money Market Fund
  American Beacon Municipal Money Market Fund
American AAdvantage S&P 500 Index Fund
  American Beacon S&P 500 Index Fund
American AAdvantage Short-Term Bond Fund
  American Beacon Short-Term Bond Fund
American AAdvantage Small Cap Index Fund
  American Beacon Small Cap Index Fund
American AAdvantage Small Cap Value Fund
  American Beacon Small Cap Value Fund
American AAdvantage Treasury Inflation Protected Securities Fund
  American Beacon Treasury Inflation Protected Securities Fund
American AAdvantage U.S. Government Money Market Fund
  American Beacon U.S. Government Money Market Fund
AMR Investment Services Trust
  American Beacon Master Trust
AMR Investment Services, Inc.
  American Beacon Advisors, Inc.

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NON-PRINCIPAL INVESTMENT STRATEGIES AND RISKS
     In addition to the investment strategies described in the Prospectuses, the Balanced Fund, the Emerging Markets Fund, the High Yield Bond Fund, the International Equity Fund, the International Equity Index Fund, the Large Cap Growth Fund, the Large Cap Value Fund, the Mid-Cap Value Fund, the Small Cap Index Fund, the Small Cap Value Fund, the Small Cap Value Opportunity Fund, and the Treasury Inflation Protected Securities Fund each may:
Invest up to 20% of its total assets in debt securities that are investment grade at the time of purchase, including obligations of the U.S. Government, its agencies and instrumentalities, corporate debt securities, mortgage-backed securities, asset-backed securities, master-demand notes, Yankeedollar and Eurodollar bank certificates of deposit, time deposits, bankers’ acceptances, commercial paper and other notes, inflation-indexed securities, and other debt securities. Investment grade securities include securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, as well as securities rated in one of the four highest rating categories by at least two nationally recognized statistical rating organizations (“Rating Organizations”) rating that security, such as Standard & Poor’s Ratings Services (“Standard & Poor’s”) or Moody’s Investors Service, Inc. (“Moody’s”), or rated in one of the four highest rating categories by one Rating Organization if it is the only Rating Organization rating that security. Obligations rated in the fourth highest rating category are limited to 25% of each of these Funds’ debt allocations. These Funds, at the discretion of the Manager, BlackRock or the applicable sub-advisor, may retain a debt security that has been downgraded below the initial investment criteria. The International Equity Fund may invest up to 20% of its total assets in non-U.S. debt securities that are rated at the time of purchase in one of the three highest rating categories by any Rating Organization or, if unrated, are deemed to be of comparable quality by the applicable sub-advisor and traded publicly on a world market. The High Yield Bond Fund may invest more than 20% in investment grade debt securities and more than 25% in obligations rated in the fourth highest rating category.
Each Fund may (except where indicated otherwise):
1. Engage in dollar rolls or purchase or sell securities on a when-issued or forward commitment basis. (The S&P 500 Index Fund, Small Cap Index Fund, and International Equity Index Fund (the “Index Funds”) will not engage in dollar rolls or purchase or sell securities on a forward commitment basis.) The purchase or sale of when-issued securities enables an investor to hedge against anticipated changes in interest rates and prices by locking in an attractive price or yield. The price of when-issued securities is fixed at the time the commitment to purchase or sell is made, but delivery and payment for the when-issued securities takes place at a later date, normally one to two months after the date of purchase. During the period between purchase and settlement, no payment is made by the purchaser to the issuer and no interest accrues to the purchaser. Such transactions therefore involve a risk of loss if the value of the security to be purchased declines prior to the settlement date or if the value of the security to be sold increases prior to the settlement date. A sale of a when-issued security also involves the risk that the other party will be unable to settle the transaction. Dollar rolls are a type of forward commitment transaction. Purchases and sales of securities on a forward commitment basis involve a commitment to purchase or sell securities with payment and delivery to take place at some future date, normally one to two months after the date of the transaction. As with when-issued securities, these transactions involve certain risks, but they also enable an investor to hedge against anticipated changes in interest rates and prices. Forward commitment transactions are executed for existing obligations, whereas in a when-issued transaction, the obligations have not yet been issued. When purchasing securities on a when-issued or forward commitment basis, a segregated account of liquid assets at least equal to the value of purchase commitments for such securities will be maintained until the settlement date.
2. Invest in other investment companies (including affiliated investment companies) to the extent permitted by the Investment Company Act of 1940, as amended (“1940 Act”), or exemptive relief granted by the Securities and Exchange Commission (“SEC”).
3. Loan securities to broker-dealers or other institutional investors. Securities loans will not be made if, as a result, the aggregate amount of all outstanding securities loans by a Fund exceeds 33 1/3% of its total assets (including the market value of collateral received). For purposes of complying with a Fund’s investment policies and restrictions, collateral received in connection with securities loans is deemed an asset of the Fund to the extent required by law. For all Funds that engage in securities lending (except the Index Funds), the Manager receives compensation for administrative and oversight functions with respect to securities lending. The amount of such compensation depends on the income generated by the loan of the securities. A Fund continues to receive dividends or interest, as applicable, on the securities loaned and

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simultaneously earns either interest on the investment of the cash collateral or fee income if the loan is otherwise collateralized. The Money Market Fund, Municipal Money Market Fund and U.S. Government Money Market Fund (the “Money Market Funds”) do not currently engage in securities lending nor does the Manager anticipate that they will do so in the near future.
4. Enter into repurchase agreements. A repurchase agreement is an agreement under which securities are acquired by a Fund from a securities dealer or bank subject to resale at an agreed upon price on a later date. The acquiring Fund bears a risk of loss in the event that the other party to a repurchase agreement defaults on its obligations and the Fund is delayed or prevented from exercising its rights to dispose of the collateral securities. However, the Manager, SSgA FM, BlackRock, or the sub-advisors, as applicable, attempt to minimize this risk by entering into repurchase agreements only with financial institutions that are deemed to be of good financial standing.
5. Purchase securities in private placement offerings made in reliance on the “private placement” exemption from registration afforded by Section 4(2) of the Securities Act of 1933 (“1933 Act”), and resold to qualified institutional buyers under Rule 144A under the 1933 Act (“Section 4(2) securities”). The Money Market Funds will not invest more than 10% (and the other Funds will not invest more than 15%) of their respective net assets in Section 4(2) securities and illiquid securities unless the Manager, SSgA FM, BlackRock, or the sub-advisor, as applicable, determines, by continuous reference to the appropriate trading markets and pursuant to guidelines approved by the Trust’s Board of Trustees (“Board”), the Master Trust’s Board of Trustees (“Master Trust Board”), the Equity 500 Index Portfolio Board or the Index Trust Board, as applicable, that any Section 4(2) securities held by such Fund in excess of this level are at all times liquid.
INVESTMENT RESTRICTIONS
     Each Fund has the following fundamental investment policy that enables it to invest in another investment company or series thereof that has substantially similar investment objectives and policies:
Notwithstanding any other limitation, the Fund may invest all of its investable assets in an open-end management investment company with substantially the same investment objectives, policies and limitations as the Fund. For this purpose, “all of the Fund’s investable assets” means that the only investment securities that will be held by the Fund will be the Fund’s interest in the investment company.
     All other fundamental and non-fundamental investment policies of each Master-Feeder Fund and its corresponding Portfolio are identical, except for the S&P 500 Index Fund and the Equity 500 Index Portfolio, as described under “Equity 500 Index Portfolio and S&P 500 Index Fund” below.
All Funds except the Index Funds
     Although the following discusses the investment policies of each Fund (except the Index Funds) and the Board, it applies equally to each Master Trust Portfolio and the Master Trust Board. Future references in this section to “Fund” shall include the Master Trust Portfolios.
     In addition to the investment limitations noted in the Prospectuses, the following nine restrictions have been adopted by each Fund and may be changed with respect to any such Fund only by the majority vote of that Fund’s outstanding interests. “Majority of the outstanding voting securities” under the 1940 Act and as used herein means, with respect to the Fund, the lesser of (a) 67% of the shares of the Fund present at the meeting if the holders of more than 50% of the shares are present and represented at the shareholders’ meeting or (b) more than 50% of the shares of the Fund. Except as noted otherwise below, whenever a Master-Feeder Fund is requested to vote on a change in the investment restrictions of its corresponding Portfolio, that Master-Feeder Fund will hold a meeting of its shareholders and will cast its votes as instructed by its shareholders. The percentage of a Master-Feeder Fund’s votes representing that Master-Feeder Fund’s shareholders not voting will be voted by the Board in the same proportion as those Master-Feeder Fund shareholders who do, in fact, vote. On any matter for which a vote of interests of an Index Trust Portfolio is sought, with respect to which either the International Equity Index Fund or Small Cap Index Fund is entitled to vote, the Trust will either seek instructions from the holders of the relevant Fund’s shares and vote on the matter in accordance with such instructions, or the Trust will vote the interests of the Index Trust Portfolio held by it in the same proportion as the vote of all other interest holders of such Index Trust Portfolio.
No Fund may:
1. Purchase or sell real estate or real estate limited partnership interests, provided, however, that a Fund may invest in securities secured by real estate or interests therein or issued by companies which invest

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in real estate or interests therein when consistent with the other policies and limitations described in the Prospectuses.
2. Invest in physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent a Fund from purchasing or selling foreign currency, options, futures contracts, options on futures contracts, forward contracts, swaps, caps, floors, collars, securities on a forward-commitment or delayed-delivery basis, and other similar financial instruments).
3. Engage in the business of underwriting securities issued by others, except to the extent that, in connection with the disposition of securities, a Fund may be deemed an underwriter under federal securities law.
4. Lend any security or make any other loan except (i) as otherwise permitted under the 1940 Act, (ii) pursuant to a rule, order or interpretation issued by the SEC or its staff, (iii) through the purchase of a portion of an issue of debt securities in accordance with a Fund’s investment objective, policies and limitations, or (iv) by engaging in repurchase agreements with respect to portfolio securities.
5. Issue any senior security except as otherwise permitted (i) under the 1940 Act or (ii) pursuant to a rule, order or interpretation issued by the SEC or its staff.
6. Borrow money, except as otherwise permitted under the 1940 Act or pursuant to a rule, order or interpretation issued by the SEC or its staff, including (i) as a temporary measure, (ii) by entering into reverse repurchase agreements, and (iii) by lending portfolio securities as collateral. For purposes of this investment limitation, the purchase or sale of options, futures contracts, options on futures contracts, forward contracts, swaps, caps, floors, collars and other similar financial instruments shall not constitute borrowing.
7. Invest more than 5% of its total assets (taken at market value) in securities of any one issuer, other than obligations issued by the U.S. Government, its agencies and instrumentalities, or purchase more than 10% of the voting securities of any one issuer, with respect to 75% of a Fund’s total assets; or
8. Invest more than 25% of its total assets in the securities of companies primarily engaged in any one industry (except the Money Market Portfolio of the Master Trust, as described below) provided that: (i) this limitation does not apply to obligations issued or guaranteed by the U.S. Government, its agencies and instrumentalities; and (ii) municipalities and their agencies and authorities are not deemed to be industries.
The Money Market Portfolio will invest more than 25% of its total assets in the securities of financial services companies. For this purpose, financial services companies include banks, broker-dealers, finance companies, and other issuers of asset-backed securities. Finance companies are classified according to the end users of their services (for example, automobile finance, bank finance, and diversified finance).
     The above percentage limits are based upon asset values at the time of the applicable transaction; accordingly, a subsequent change in asset values will not affect a transaction that was in compliance with the investment restrictions at the time such transaction was effected.
     The following non-fundamental investment restrictions apply to each Fund and Portfolio (except where noted otherwise) and may be changed with respect to each Fund by a vote of a majority of the Board or, with respect to a Portfolio, by a vote of a majority of the Master Trust Board. No Fund or Portfolio may:
1. Invest more than 15% (10% for the Money Market Funds) of its net assets in illiquid securities, including time deposits and repurchase agreements that mature in more than seven days; or
2. Purchase securities on margin or effect short sales, except that (i) a Fund or Portfolio may obtain such short term credits as may be necessary for the clearance of purchases or sales of securities, and (ii) the High Yield Bond Fund may effect short sales.
     Each Fund and each Portfolio of the Master Trust may invest up to 10% of its total assets in the securities of other investment companies to the extent permitted by law. In addition, pursuant to exemptive relief granted by the SEC, a Fund or Portfolio of the Master Trust may invest up to 25% of its total assets in the aggregate of the Money Market Portfolio, Municipal Money Market Portfolio, and U.S. Government Money Market Portfolio (the “Money Market Portfolios”). A Fund or Portfolio of the Master Trust may incur duplicate advisory or management fees when investing in another mutual fund.
Index Trust Portfolios, Small Cap Index Fund and International Equity Index Fund
     Although the following discusses the investment policies of each Index Trust Portfolio and the Index Trust

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Board, identical policies have been adopted by the Small Cap Index Fund and International Equity Index Fund and the Board.
     The following investment restrictions are “fundamental policies” of the Index Trust Portfolios and may be changed with respect to each Portfolio or Fund only by the majority vote of the Portfolio’s or Fund’s outstanding interests or shares, respectively, as defined above. Whenever a Fund is requested to vote on a change in the fundamental policy of its Portfolio, the applicable Fund will hold a meeting of its shareholders and will cast its votes as instructed by its shareholders. The percentage of the Fund’s votes representing Fund shareholders not voting will be voted by the Board in the same proportion as the Fund shareholders who do, in fact, vote. Neither Index Trust Portfolio may:
1. Make any investment inconsistent with the Portfolio’s classification as a non-diversified company under the 1940 Act.
2. Invest more than 25% of its total assets, taken at market value, in the securities of issuers in any particular industry (excluding the U.S. Government and its agencies and instrumentalities); provided, that in replicating the weighting of a particular industry in its target index, a Portfolio may invest more than 25% of its total assets in securities of issuers in that industry when the assets of companies included in the target index that are in the industry represent more than 25% of the total assets of all companies included in the index.
3. Make investments for the purpose of exercising control or management.
4. Purchase or sell real estate, except that, to the extent permitted by law, a Portfolio may invest in securities directly or indirectly secured by real estate or interests therein or issued by companies which invest in real estate or interests therein.
5. Make loans to other persons, except that the acquisition of bonds, debentures or other corporate debt securities and investment in government obligations, commercial paper, pass-through instruments, certificates of deposit, bankers acceptances, repurchase agreements or any similar instruments shall not be deemed to be the making of a loan, and except further that a Portfolio may lend its portfolio securities, provided that the lending of portfolio securities may be made only in accordance with applicable law and the guidelines set forth in the Index Trust’s Registration Statement, as they may be amended from time to time.
6. Issue senior securities to the extent such issuance would violate applicable law.
7. Borrow money, except that (i) a Portfolio may borrow from banks (as defined in the 1940 Act) in amounts up to 33 1/3% of its total assets (including the amount borrowed), (ii) a Portfolio may borrow up to an additional 5% of its total assets for temporary purposes, (iii) a Portfolio may obtain such short term credit as may be necessary for the clearance of purchases and sales of portfolio securities and (iv) a Portfolio may purchase securities on margin to the extent permitted by applicable law. A Portfolio may not pledge its assets other than to secure such borrowings or, to the extent permitted by the Portfolio’s investment policies as set forth in the Index Trust’s Registration Statement, as it may be amended from time to time, in connection with hedging transactions, short sales, forward commitment transactions and similar investment strategies.
8. Underwrite securities of other issuers except insofar as a Portfolio technically may be deemed an underwriter under the 1933 Act in selling portfolio securities.
9. Purchase or sell commodities or contracts on commodities, except to the extent that a Portfolio may do so in accordance with applicable law and the Index Trust’s Registration Statement, as it may be amended from time to time, and without registering as a commodity pool operator under the Commodity Exchange Act.
     In addition, although each Index Trust Portfolio is classified as a non-diversified fund under the 1940 Act and is not subject to the diversification requirements of the 1940 Act, each Portfolio must comply with certain diversification requirements under the Internal Revenue Code of 1986, as amended (the “Tax Code”), to enable the Fund that invests therein to satisfy the tax diversification requirements that apply to that Fund. To ensure that the Index Trust Portfolios satisfy these requirements, the Index Trust’s Declaration of Trust requires that each Index Trust Portfolio be managed in compliance with these requirements as though they were applicable to the Portfolios. Whether these requirements are satisfied will be determined at the Portfolio level and not at the Fund level, based in part upon a private letter ruling the Index Trust received from the Internal Revenue Service (“IRS”) that entitles funds that invest in an Index Trust Portfolio to “look through” the shares of the Portfolio to its underlying investments for purposes of these diversification requirements.

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     In addition, the Index Trust has adopted non-fundamental restrictions that may be changed by the Index Trust Board without shareholder approval. Like the fundamental restrictions, none of the non-fundamental restrictions, including but not limited to restriction (a) below, shall prevent an Index Trust Portfolio from investing all of its assets in shares of another registered investment company with the same investment objective (in a master-feeder structure). Under the non-fundamental restrictions, an Index Trust Portfolio may not:
(a) Purchase securities of other investment companies, except to the extent such purchases are permitted by applicable law. As a matter of policy, however, a Portfolio will not purchase             shares of any registered open-end investment company or registered unit investment trust, in reliance on Section 12(d)(1)(F) or (G) (the “fund of funds” provisions) of the 1940 Act, at any time the Portfolios’ shares are owned by another investment company that is part of the same group of investment companies as the Portfolios.
(b) Make short sales of securities or maintain a short position, except to the extent permitted by applicable law and otherwise permitted by the Index Trust’s Registration Statement.
(c) Invest in securities that cannot be readily resold because of legal or contractual restrictions or that cannot otherwise be marketed, redeemed or put to the issuer or a third party, if at the time of acquisition more than 15% of its net assets would be invested in such securities. This restriction shall not apply to securities that mature within seven days or securities that the Index Trust Board has otherwise determined to be liquid pursuant to applicable law. Securities purchased in accordance with Rule 144A under the 1933 Act (which are restricted securities that can be resold to qualified institutional buyers, but not to the general public) and determined to be liquid by the Trustees are not subject to the limitations set forth in this investment restriction.
(d) Make any additional investments if the amount of its borrowings exceeds 5% of its total assets. Borrowings do not include the use of investment techniques that may be deemed to create leverage, including, but not limited to, such techniques as dollar rolls, when-issued securities, options and futures.
(e) Change its policy of investing, under normal circumstances, at least 80% of its assets in securities or other financial instruments in, or correlated with, its target index without providing shareholders with at least 60 days prior written notice of such change.
     Except with respect to restriction 7., if a percentage restriction on the investment use of assets set forth above is adhered to at the time a transaction is effected, later changes in percentages resulting from changing values will not be considered a violation.
     For purposes of investment restriction 2., each Portfolio uses the classifications and sub-classifications of Morgan Stanley Capital International as a guide to identify industries.
     The staff of the SEC has taken the position that purchased over-the-counter (“OTC”) options and the assets used as cover for written OTC options are illiquid securities. Therefore, the Index Trust has adopted an investment policy pursuant to which neither Portfolio will purchase or sell OTC options (including OTC options on futures contracts) if, as a result of such transactions, the sum of: (i) the market value of OTC options currently outstanding that are held by such Portfolio, (ii) the market value of the underlying securities covered by OTC call options currently outstanding that were sold by the Portfolio, and (iii) margin deposits on the Portfolio’s existing OTC options on futures contracts exceeds 15% of the total assets of the Portfolio, taken at market value, together with all other assets of such Portfolio that are deemed to be illiquid or are not otherwise readily marketable. However, if the OTC options are sold by a Portfolio to a primary U.S. Government securities dealer recognized by the Federal Reserve Bank of New York and if a Portfolio has the unconditional contractual right to repurchase such OTC option from the dealer at a predetermined price, then the Portfolio will treat as illiquid such amount of the underlying securities as is equal to the repurchase price less the amount by which the option is “in-the-money” (i.e., current market value of the underlying securities minus the option’s strike price). The repurchase price with the primary dealer is typically a formula price that is generally based on a multiple of the premium received for the option plus the amount by which the option is “in-the-money.” This policy as to OTC options is not a fundamental policy of any Portfolio and may be amended by the Index Trust Board without the approval of the Portfolio’s interest holders. However, the Index Trust Board will not change or modify this policy prior to the change or modification by the SEC staff of its position.
     Index Trust Portfolio securities generally may not be purchased from, sold or loaned to BlackRock or its affiliates or any of their directors, trustees, general partners, officers or employees, acting as principal, unless pursuant to a rule or exemptive order under the 1940 Act. Because of the affiliation of Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) with BlackRock, the Index Trust Portfolios are prohibited from engaging in certain transactions involving Merrill Lynch or its affiliates, except for brokerage transactions permitted under the 1940 Act involving only usual and customary commissions or transactions pursuant to an exemptive order under the 1940 Act. See “Portfolio Securities Transactions.”

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Equity 500 Index Portfolio and S&P 500 Index Fund
     The following investment restrictions are “fundamental policies” of the Equity 500 Index Portfolio and the S&P 500 Index Fund, and may be changed with respect to the Portfolio or the Fund only by the majority vote of the Portfolio’s or Fund’s outstanding interests or shares, respectively, as defined above. Except where noted otherwise, the fundamental investment restrictions of the Equity 500 Index Portfolio and the S&P 500 Index Fund are substantially the same. Whenever the S&P 500 Index Fund is requested to vote on a change in the fundamental policy of the Portfolio, the Fund will hold a meeting of its shareholders and will cast its votes as instructed by its shareholders. The percentage of the Fund’s votes representing Fund shareholders not voting will be voted by the Board in the same proportion as the Fund shareholders who do, in fact, vote.
The Equity 500 Index Portfolio and S&P 500 Index Fund may not:
1. Borrow more than 33 1/3% of the value of its total assets less all liabilities and indebtedness (other than such borrowings). The S&P 500 Index Fund may borrow money in an amount not more than 1/3 of the current value of its net assets as a temporary measure for extraordinary or emergency purposes and enter into reverse repurchase agreements or dollar roll transactions, and it may pledge, mortgage or hypothecate not more than 1/3 of such assets to secure such borrowings (it is intended that money would be borrowed only from banks and only either to accommodate requests for the withdrawal of beneficial interests (redemption of shares) while effecting an orderly liquidation of portfolio securities or to maintain liquidity in the event of an unanticipated failure to complete a portfolio security transaction or other similar situations) or reverse repurchase agreements, provided that collateral arrangements with respect to options and futures, including deposits of initial deposit and variation margin, are not considered a pledge of assets for purposes of this restriction and except that assets may be pledged to secure letters of credit solely for the purpose of participating in a captive insurance company sponsored by the Investment Company Institute.
2. Underwrite securities issued by other persons except to the extent that, in connection with the disposition of its portfolio investments, it may be deemed to be an underwriter under certain federal securities laws.
3. Purchase or sell real estate, although it may purchase securities of issuers which deal in real estate, securities which are secured by interests in real estate, and securities which represent interests in real estate, and it may acquire and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of debt obligations secured by real estate or interests therein. The S&P 500 Index Fund may not purchase or sell interests in oil, gas or mineral leases.
4. Purchase or sell commodities or commodity contracts, except that it may purchase and sell financial futures contracts and options and may enter into foreign exchange contracts and other financial transactions not involving the direct purchase or sale of physical commodities.
5. Make loans, except by purchase of debt obligations in which the Portfolio may invest consistent with its investment policies, by entering into repurchase agreements, or by lending its portfolio securities. The S&P 500 Index Fund may not make loans to other persons except: (a) through the lending of the Fund’s portfolio securities and provided that any such loans not exceed 30% of the Fund’s net assets (taken at market value); (b) through the use of repurchase agreements or the purchase of short-term obligations; or (c) by purchasing a portion of an issue of debt securities of types distributed publicly or privately.
6. With respect to 75% of its total assets, invest in the securities of any issuer if, immediately after such investment, more than 5% of the total assets of the Portfolio (taken at current value) would be invested in the securities of such issuer; provided that this limitation does not apply to obligations issued or guaranteed as to interest or principal by the U.S. government or its agencies or instrumentalities.
7. With respect to 75% of its total assets, acquire more than 10% of the outstanding voting securities of any issuer.
8. Purchase securities (other than securities of the U.S. government, its agencies or instrumentalities) if, as a result of such purchase, more than 25% of the Portfolio’s total assets would be invested in any one industry.
9. Issue any class of securities that is senior to the Portfolio’s beneficial interests, to the extent prohibited by the 1940 Act, provided that, for the S&P 500 Index Fund, collateral arrangements with respect to options and futures, including deposits of initial deposit and variation margin, are not considered to be the issuance of a senior security for purposes of this restriction.

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     In addition, it is contrary to the Portfolio’s present policy, which may be changed without interest holder approval, to invest in (a) securities which are not readily marketable, (b) securities restricted as to resale (excluding securities determined by the Trustees of the Trust (or the person designated by the Trustees of the Trust to make such determinations) to be readily marketable), and (c) repurchase agreements maturing in more than seven days, if, as a result, more than 15% of the Portfolio’s net assets (taken at current value) would be invested in securities described in (a), (b) and (c) above.
     All percentage limitations on investments will apply at the time of the making of an investment and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment. Except for the investment restrictions listed above as fundamental or to the extent designated as such in the Prospectus with respect to the Portfolio, the other investment policies described in this SAI or in the Prospectus are not fundamental and may be changed by approval of the Trustees.
TEMPORARY DEFENSIVE POSITION
     While assuming a temporary defensive position, a Fund or Portfolio may invest in cash or cash equivalent short-term investment grade obligations, including: obligations of the U.S. Government, its agencies and instrumentalities; corporate debt securities, such as commercial paper, master demand notes, loan participation interests, medium-term notes and funding agreements; Yankeedollar and Eurodollar bank certificates of deposit, time deposits, and bankers’ acceptances; asset-backed securities; and repurchase agreements involving the foregoing obligations.
PORTFOLIO TURNOVER
     Portfolio turnover is a measure of trading activity in a portfolio of securities, usually calculated over a period of one year. The rate is calculated by dividing the lesser amount of purchases or sales of securities by the average amount of securities held over the period. A portfolio turnover rate of 100% would indicate that a Fund or Portfolio sold and replaced the entire value of its securities holdings during the period. High portfolio turnover can increase a Fund’s or a Portfolio’s transaction costs and generate additional capital gains or losses. The portfolio turnover rate for the Mid-Cap Value Fund decreased from 298% for the fiscal year ended October 31, 2005 to 42% for the fiscal year ended October 31, 2006. The decrease was the result of significant asset fluctuations during the 2005 fiscal year that did not continue in the 2006 fiscal year.
DISCLOSURE OF PORTFOLIO HOLDINGS
     The Funds and Portfolios of the Master Trust publicly disclose portfolio holdings information as follows:
  1.   a complete list of holdings for each Fund and Portfolio on an annual and semi-annual basis in the reports to shareholders and publicly available filings of Form N-CSR with the SEC within sixty days of the end of each fiscal semi-annual period;
 
  2.   a complete list of holdings for each Fund and Portfolio as of the end of its first and third fiscal quarters in publicly available filings of Form N-Q with the SEC within sixty days of the end of the fiscal quarter;
 
  3.   a complete list of holdings for each Fund (excluding the Index Funds) and Portfolio as of the end of each month on the Funds’ website (www.americanbeaconfunds.com) approximately thirty days after the end of the month;
 
  4.   ten largest holdings for each Fund (excluding the Index Funds and Money Market Funds) as of the end of each calendar quarter on the Funds’ website (www.americanbeaconfunds.com) and in sales materials approximately fifteen days after the end of the calendar quarter; and
 
  5.   ten largest holdings for the Index Funds, Money Market Funds, and Portfolios as of the end of each calendar quarter on the Funds’ website (www.americanbeaconfunds.com) and in sales materials approximately thirty days after the end of the calendar quarter.
     Occasionally, certain interested parties – including individual investors, institutional investors, intermediaries that distribute shares of the Funds, third-party service providers, rating and ranking organizations, and others – may request portfolio holdings information that has not yet been publicly disclosed by the Funds or Portfolios. As a policy, the non-Money Market Funds control the disclosure of nonpublic portfolio holdings information in an attempt to prevent parties from utilizing such information to engage in trading activity harmful to Fund shareholders. To this end, the Board has adopted a Policy and Procedures for Disclosure of Portfolio Holdings Information (the “Holdings Policy”). The purpose of the Holdings Policy is to define those interested parties who are authorized to receive nonpublic portfolio holdings information on a selective basis and to set forth conditions upon which such information may be provided. In general, nonpublic portfolio holdings may be disclosed on a selective basis only where it is determined that (i) there is a

9


 

legitimate business purpose for the information, (ii) recipients are subject to a duty of confidentiality, including a duty not to trade on the nonpublic information; and (iii) disclosure is in the best interests of Fund shareholders.
Third Party Service Providers. The Master Trust Portfolios and the Funds have ongoing arrangements with third party service providers that require access to holdings to provide services necessary to the Portfolios’ and Funds’ operations (“service providers”). These service providers routinely receive complete portfolio holdings information prior to the public disclosure of such information. The service providers have a duty to keep the Funds’ and Portfolios’ nonpublic information confidential either through written contractual arrangements with the Manager, the Funds or the Portfolios or by the nature of their role with respect to the Funds and Portfolios. The Portfolios and Funds have determined that selective and complete disclosure of holdings information to the following service providers fulfills a legitimate business purpose and is in the best interest of shareholders: State Street, Ernst & Young LLP, Metropolitan West Securities, LLC (“MetWest”) and Brown Brothers Harriman & Co. (“BBH”). State Street serves as the Trust’s custodian, accountant, securities lending agent, and pricing agent. State Street has access to complete Fund holdings on a daily basis with no lag. Ernst & Young LLP serves as the independent registered public accounting firm for the Trust and the Master Trust. Ernst & Young receives complete Fund and Portfolio holdings on a semi-annual basis within a few business days of the end of each fiscal semi-annual period. MetWest serves as the securities lending agent to the High Yield Bond Fund and has access to the complete list of holdings of that Fund on a daily basis with no lag. BBH serves as the securities lending agent to the International Equity Fund and has access to the complete list of holdings of that Fund on a daily basis with no lag.
Rating and Ranking Organizations. The Funds and Portfolios have ongoing arrangements to provide periodic holdings information to certain organizations that publish ratings and/or rankings for the Funds. The Funds and Portfolios have determined that selective and complete disclosure of holdings information to rating and ranking organizations fulfills a legitimate business purpose and is in the best interest of shareholders, as it provides existing and potential shareholders with an independent basis for evaluating the Funds in comparison to other mutual funds. The Funds and Portfolios have the following arrangements with rating and ranking organizations for periodic disclosure of holdings and other related portfolio information:
         
Organization   Frequency of Disclosure   Lag
Bloomberg
  Quarterly   Day following disclosure on Funds’ website
Lipper/Reuters
  Monthly   5 business days
Moody’s Investors Service
  Weekly (money market funds)   1 business day
Morningstar
  Monthly   Day following disclosure on Funds’ website
Standard & Poor’s Ratings Services
  Weekly (money market funds)   1 business day
Standard & Poor’s Ratings Services
  Monthly (all other funds)   2 business days
Thomson Financial Research
  Quarterly   Day following disclosure on Funds’ website
     The rating and ranking organizations receiving non-money market fund holdings information prior to disclosure on the Funds’ website have provided written assurances that they will keep the information confidential and will not trade based on the information. For those rating and ranking organizations that have not provided such assurances, the Funds and Portfolios withhold disclosure of non-money market fund holdings information until the day following disclosure on the Funds’ website.
Money Market Funds. The Manager has determined that selective disclosure of nonpublic holdings information for the Money Market Portfolios does not pose a significant risk of harm to shareholders of the Money Market Funds. Because of the nature of money market securities, interested parties could not utilize holdings information to trade in a manner harmful to the Money Market Portfolios, the Money Market Funds and their shareholders. Therefore, selective disclosure of holdings information for the Money Market Portfolios is not restricted by the Holdings Policy. However, there may be certain situations in which disclosure of a Money Market Portfolio’s holdings would not be in the best interests of shareholders of the corresponding Money Market Fund. Therefore, the Manager may at its discretion place restrictions on the disclosure of holdings for the Money Market Portfolios under certain circumstances.
Non-Money Market Funds. For the non-Money Market Funds, selective disclosure of nonpublic portfolio holdings information to parties other than rating and ranking organizations or service providers must meet all of the following conditions:
  1.   Recipients of portfolio holdings information must agree in writing to keep the information confidential and not to trade based on the information;
 
  2.   Holdings may only be disclosed as of a month-end date;
 
  3.   No compensation may be paid to the Funds, the Portfolios, the Manager or any other party in connection with the disclosure of information about portfolio securities; and
 
  4.   A member of the Manager’s Compliance Department must approve requests for holdings information.

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     In determining whether to approve a request for portfolio holdings disclosure, the Compliance Department shall consider the type of requestor and its relationship to the Funds, the stated reason for the request, any historical pattern of requests from that same individual or entity, the style of the Fund for which holdings have been requested (e.g. passive versus active management), and any other factors it deems relevant. In its analysis, the Compliance Department shall attempt to uncover any apparent conflict between the interests of Fund shareholders on the one hand and those of the Manager or any affiliated person of the Fund on the other. For example, the Compliance Department will inquire whether the Manager has entered into any special arrangements with the requestor to share confidential portfolio holdings information in exchange for a substantial investment in the Funds or other products managed by the Manager. Any potential conflicts between shareholders and affiliated persons of the Funds that arise as a result of a request for portfolio holdings information shall be decided by the Manager in the best interests of shareholders. However, if a conflict exists between the interests of shareholders and the Manager, the Manager will present the details of the request to the Board who will either approve or deny the request. On a quarterly basis, the Manager will prepare a report for the Board outlining the requests for selective disclosure and any violations of the Holdings Policy during the period.
     The Compliance Department will determine whether a historical pattern of requests by the same individual or entity constitutes an “ongoing arrangement” and thus requires disclosure in the SAI.
TRUSTEES AND OFFICERS OF THE TRUST AND THE MASTER TRUST
     The Board provides broad supervision over the Trust’s affairs. The Manager is responsible for the management of Trust assets, and the Trust’s officers are responsible for the Trust’s operations. The Trustees and officers of the Trust and Master Trust are listed below, together with their principal occupations during the past five years. Unless otherwise indicated, the address of each person listed below is 4151 Amon Carter Boulevard, MD 2450, Fort Worth, Texas 76155. Each Trustee oversees twenty-seven funds in the fund complex that includes the Trust, the Master Trust, the American Beacon Mileage Funds, and the American Beacon Select Funds.
         
    Position, Term of Office    
    and Length of Time    
Name, Age and Address   Served with each Trust   Principal Occupation(s) During Past 5 Years and Current Directorships
INTERESTED TRUSTEES
       
 
  Term    
 
  Lifetime of Trust until removal, resignation or retirement*    
 
       
William F. Quinn** (59)
  Trustee and President of Trust since 1987 and Master Trust since 1995   Chairman and CEO (2006-Present), President (1986-2006) and Director (2003-Present), American Beacon Advisors, Inc.; Chairman (1989-2003) and Director (1979-1989, 2003-Present), American Airlines Federal Credit Union; Director, Crescent Real Estate Equities, Inc. (1994-Present); Director, Pritchard, Hubble & Herr, LLC (investment advisor) (2001-2006); Director of Investment Committee, Southern Methodist University Endowment Fund (1996-Present); Member of Advisory Board, Southern Methodist University Cox School of Business (1999-2002); Member of Pension Managers Advisory Committee, New York Stock Exchange (1997-1998, 2000-2002, 2006-Present); Vice Chairman (2004-2007) and Chairman (2007-Present), Committee for the Investment of Employee Benefits; Director, United Way of Metropolitan Tarrant County (1988-2000, 2004-Present); Trustee, American Beacon Mileage Funds (1995-Present); Trustee, American Beacon Select Funds (1999-Present).
 
       
Douglas G. Herring ** (49)
  Trustee and Executive Vice President since 2006   President, American Beacon Advisors, Inc. (2006-Present); Vice President and Controller, American Airlines, Inc. (1998-2006); Chairman (2003-Present) and Director (1995-Present), American Airlines Federal Credit Union; Trustee, American Beacon Mileage Funds (2006-Present); Trustee, American Beacon Select Funds (2006-Present).
 
       
Alan D. Feld** (70)
  Trustee since 1996   Partner, Akin, Gump, Strauss, Hauer & Feld, LLP (law firm) (1960-Present); Director, Clear Channel Communications (1984-Present); Trustee, CenterPoint Properties (1994-2006); Member, Board of Trustees, Southern Methodist University; Member, Board of Visitors, The University of Texas M.D. Anderson Cancer Center; Member, Board of Visitors, Zale Lipshy Hospital; Trustee, American Beacon Mileage Funds (1996-Present); Trustee, American Beacon Select Funds (1999-Present).

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    Position, Term of Office    
    and Length of Time    
Name, Age and Address   Served with each Trust   Principal Occupation(s) During Past 5 Years and Current Directorships
NON-INTERESTED TRUSTEES
       
 
  Term    
 
  Lifetime of Trust until removal, resignation or retirement*    
 
       
W. Humphrey Bogart (62)
  Trustee since 2004   Board Member, Baylor University Medical Center Foundation (1992-2004); Consultant, New River Canada Ltd. (mutual fund servicing company) (1998-2003); President and CEO, Allmerica Trust Company, NA (1996-1997); President and CEO, Fidelity Investments Southwest Company (1983-1995); Senior Vice President of Regional Centers, Fidelity Investments (1988-1995); Trustee, American Beacon Mileage Funds (2004-Present); Trustee, American Beacon Select Funds (2004-Present).
 
       
NON-INTERESTED TRUSTEES (CONTINUED)    
 
       
Brenda A. Cline (46)
  Trustee since 2004   Executive Vice President, Chief Financial Officer, Treasurer and Secretary, Kimbell Art Foundation (1993-Present); Trustee, Texas Christian University (1998-Present); Trustee, W.I. Cook Foundation, Inc. (d/b/a Cook Children’s Health Foundation) (2001-2006); Director, Christian Church Foundation (1999-Present); Trustee, American Beacon Mileage Funds (2004-Present); Trustee, American Beacon Select Funds (2004-Present).
 
       
Richard A. Massman (63)
  Trustee since 2004   Senior Vice President and General Counsel, Hunt Consolidated, Inc. (holding company engaged in oil and gas exploration and production, refining, real estate, farming, ranching and venture capital activities) (1994-Present); Trustee, American Beacon Mileage Funds (2004-Present); Trustee, American Beacon Select Funds (2004-Present).
 
       
Stephen D. O’Sullivan (71)
  Trustee of Trust since 1987 and Master Trust since 1995   Consultant (1994-Present); Trustee, American Beacon Mileage Funds (1995-Present); Trustee, American Beacon Select Funds (1999-Present).
 
       
R. Gerald Turner (61) 225 Perkins Admin. Bldg. Southern Methodist Univ. Dallas, Texas 75275
  Trustee since 2001   President, Southern Methodist University (1995-Present); Director, ChemFirst (1986-2002); Director, J.C. Penney Company, Inc. (1996-Present); Director, California Federal Preferred Capital Corp. (2001-2003); Director, Kronus Worldwide Inc. (chemical manufacturing) (2003-Present); Director, First Broadcasting Investment Partners, LLC (2003-Present); Member, United Way of Dallas Board of Directors; Member, Salvation Army of Dallas Board of Directors; Member, Methodist Hospital Advisory Board; Member, Knight Commission on Intercollegiate Athletics; Trustee, American Beacon Mileage Funds (2001-Present); Trustee, American Beacon Select Funds (2001-Present).
 
       
Kneeland Youngblood (51) 300 Crescent Court Suite 1380 Dallas, Texas 75201
  Trustee since 1996
Chairman since 2005
  Managing Partner, Pharos Capital Group, LLC (a private equity firm) (1998-Present); Director, Burger King Corporation (2004-Present); Director, Gap Inc. (2006-Present); Trustee, City of Dallas, Texas Employee Retirement Fund (2004-Present); Director, Starwood Hotels and Resorts (2001-Present); Member, Council on Foreign Relations (1995-Present); Trustee, St. Mark’s School of Texas (2002-Present); Trustee, The Hockaday School (1997-2005); Director, Just For the Kids (1995-2001); Director, L&B Realty Advisors (1998-2000); Trustee, Teachers Retirement System of Texas (1993-1999); Director, Starwood Financial Trust (1998-2001); Trustee, American Beacon Mileage Funds (1996-Present); Trustee, American Beacon Select Funds (1999-Present).
 
       
OFFICERS
       
 
  Term    
 
  One Year    
 
       
Rosemary K. Behan (48)
  VP, Secretary and Chief Legal Officer since 2006   Vice President, Legal and Compliance, American Beacon Advisors, Inc. (2006-Present); Assistant General Counsel, First Command Financial Planning, Inc. (2004-2006); Enforcement Attorney (2002-2004) and Branch Chief (2000-2002), Securities and Exchange Commission.
 
       
Brian E. Brett (46)
  VP since 2004   Vice President, Director of Sales and Marketing, American Beacon Advisors, Inc. (2004-Present); Regional Vice President, Neuberger Berman, LLC (investment advisor) (1996-2004).
 
       
Michael W. Fields (53)
  VP of Trust since 1989 and Master Trust since 1995   Vice President, Fixed Income Investments, American Beacon Advisors, Inc. (1988-Present).
 
       
Rebecca L. Harris (40)
  Treasurer since 1995   Vice President, Finance, American Beacon Advisors, Inc. (1995-Present).
 
       
Christina E. Sears (35)
  Chief Compliance Officer since 2004 and Asst. Secretary since 1999   Chief Compliance Officer (2004-Present) and Senior Compliance Analyst (1998-2004), American Beacon Advisors, Inc.

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*   The Board has adopted a retirement plan that requires Trustees to retire no later than the last day of the calendar year in which they reach the age of 72, with the exception of Messrs. Quinn and O’Sullivan.
 
**   Messrs. Quinn, Feld and Herring are deemed to be “interested persons” of the Trust and Master Trust, as defined by the 1940 Act. Mr. Quinn is Chairman and CEO of the Manager. Mr. Feld’s law firm of Akin, Gump, Strauss, Hauer & Feld LLP has provided legal services within the past two years to the Manager and one or more of the Trust’s and Master Trust’s sub-advisors. Mr. Herring is President of the Manager.
     The Trust has an Audit and Compliance Committee (“Audit Committee”), consisting of Ms. Cline and Mr. O’Sullivan. Mr. Youngblood, as Chairman of the Trust, serves on the Audit Committee in an ex-officio capacity. None of the members of the committee are “interested persons” of the Trust, as defined by the 1940 Act. As set forth in its charter, the primary duties of the Trust’s Audit Committee are: (a) to oversee the accounting and financial reporting processes of the Trust and the Fund and their internal controls and, as the Committee deems appropriate, to inquire into the internal controls of certain third-party service providers; (b) to oversee the quality and integrity of the Trust’s financial statements and the independent audit thereof; (c) to approve, prior to appointment, the engagement of the Trust’s independent auditors and, in connection therewith, to review and evaluate the qualifications, independence and performance of the Trust’s independent auditors; (d) to oversee the Trust’s compliance with all regulatory obligations arising under applicable federal securities laws, rules and regulations and oversee management’s implementation and enforcement of the Trust’s compliance policies and procedures (“Compliance Program”); and (e) to coordinate the Board’s oversight of the Trust’s Chief Compliance Officer in connection with his or her implementation of the Trust’s Compliance Program. The Audit and Compliance Committee met four times during the fiscal years ended October 31, and December 31, 2006.
     The Trust has a Nominating and Governance Committee (“Nominating Committee”) that is comprised of Messrs. Feld and Turner. Mr. Youngblood, as Chairman of the Trust, serves on the Nominating Committee in an ex-officio capacity. As set forth in its charter, the Nominating Committee’s primary duties are: (a) to make recommendations regarding the nomination of non-interested Trustees to the Board; (b) to make recommendations regarding the appointment of an Independent Trustee as Chairman of the Board; (c) to evaluate qualifications of potential “interested” members of the Board and Trust officers; (d) to review shareholder recommendations for nominations to fill vacancies on the Board; (e) to make recommendations to the Board for nomination for membership on all committees of the Board; (f) to consider and evaluate the structure, composition and operation of the Board; (g) to review shareholder recommendations for proposals to be submitted for consideration during a meeting of Fund shareholders; and (h) to consider and make recommendations relating to the compensation of Independent Trustees and of those officers as to whom the Board is charged with approving compensation. Shareholder recommendations for Trustee candidates may be mailed in writing, including a comprehensive resume and any supporting documentation, to the Nominating Committee in care of the Fund. The Nominating and Governance Committee met three times during the fiscal years ended October 31, and December 31, 2006.
     The Trust has an Investment Committee that is comprised of Messrs. Bogart, Massman and Quinn. Mr. Youngblood, as Chairman of the Trust, serves on the Investment Committee in an ex-officio capacity. As set forth in its charter, the Investment Committee’s primary duties are: (a) to review and evaluate the short- and long-term investment performance of the Manager and each of the designated sub-advisors to the Fund; (b) to evaluate recommendations by the Manager regarding the hiring or removal of designated sub-advisors to the Fund; (c) to review material changes recommended by the Manager to the allocation of Fund assets to a sub-advisor; (d) to review proposed changes recommended by the Manager to the investment objective or principal investment strategies of the Fund; and (e) to review proposed changes recommended by the Manager to the material provisions of the advisory agreement with a sub-advisor, including, but not limited to, changes to the provision regarding compensation. The Investment Committee met four times during the fiscal years ended October 31, and December 31, 2006.
     The Trustees who owned shares of any Fund are listed in the following tables with the dollar range of their ownership in such Fund(s) and the Trust as a whole as of the calendar year ended December 31, 2006.
             
    INTERESTED
    Quinn   Herring   Feld
Balanced
  Over $100,000   None   None
Emerging Markets
  Over $100,000   Over $100,000   None
Enhanced Income
  Over $100,000   None   None
High Yield Bond
  Over $100,000   None   None
Intermediate Bond
  Over $100,000   None   None
International Equity
  Over $100,000   Over $100,000   None
International Equity Index
  None   None   None
Large Cap Growth
  None   $10,001-$50,000   None
Large Cap Value
  Over $100,000   Over $100,000   None
Mid-Cap Value
  Over $100,000   Over $100,000   None

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    INTERESTED
    Quinn   Herring   Feld
Money Market
  None   None   Over $100,000
Municipal Money Market
  None   None   None
S&P500 Index
  None   None   None
Short-Term Bond
  Over $100,000   None   None
Small Cap Index
  None   None   None
Small Cap Value
  Over $100,000   Over $100,000   None
Small Cap Value Opportunity
      Over $100,000    
Treasury Inflation Protected Secs
  $50,001-$100,000   None   None
U.S. Gov’t Money Market
  None   None   None
Trust on an Aggregate Basis
  Over $100,000   Over $100,000   Over $100,000
                         
    NON-INTERESTED    
    Bogart   Cline   Massman   O’Sullivan   Turner   Youngblood
Balanced
  None   None   $10,001-$50,000   None   None   $1-$10,000
 
                       
Emerging Markets
  None   None   None   $10,001-$50,000   None   None
 
                       
Enhanced Income
  None   None   None   None   None   None
High Yield Bond
  None   None   None   None   None   None
Intermediate Bond
  None   None   None   None   None   None
International Equity
  None   $50,001-$100,000   $50,001-$100,000   $10,001-$50,000   None   None
 
                       
International Equity Index
  None   None   None   None   None   None
 
                       
Large Cap Growth
  None   None   None   $10,001-$50,000   None   None
 
                       
Large Cap Value
  None   None   None   $10,001-$50,000   None   None
 
                       
Mid-Cap Value
  None   None   None   None   $10,001-$50,000     None
 
                       
Money Market
  Over $100,000   None   None   None   None   Over $100,000
 
                       
Municipal Money Market
  None   None   None   None   None   None
S&P500 Index
  None   None   None   None   None   None
Short-Term Bond
  None   None   None   $50,001-$100,000   None   None
 
                       
Small Cap Index
  None   None   None   None   None   None
Small Cap Value
  $10,001-$50,000   $1-$10,000   $10,001-$50,000   None   $50,001-$100,000   None
 
                       
Small Cap Value Opportunity Treasury Inflation Protected Secs
  None   None   None   None   None   None
U.S. Gov’t Money Market
  None   None   None   None   None   None
Trust on an Aggregate Basis
  Over $100,000   $50,001-$100,000   Over $100,000   Over $100,000   Over $100,000   Over $100,000
     As compensation for their service to the Trust, the American Beacon Mileage Funds, the American Beacon Select Funds and the Master Trust (collectively, the “Trusts”), Mr. Feld and the non-interested Trustees (other than Mr. O’Sullivan) receive:
    free air travel from American Airlines, Inc., an affiliate of the Manager (free travel also applies to Trustee’s spouse);
 
    reimbursement equal to the income tax on the value of the free air travel;
 
    cash payment for the amount that a Trustee’s annual flight service charges and income tax reimbursements are below $40,000 (effective January 1, 2006);
 
    $1,000 for each Board meeting attended (effective January 1, 2005); and
 
    $1,000 for each Committee meeting attended (effective January 1, 2005).
Mr. O’Sullivan, as a retiree of American Airlines, Inc., already receives flight benefits. Prior to January 1, 2006, Mr. O’Sullivan received an annual retainer of $40,000, plus $1,250 for each Board meeting attended. Effective January 1, 2006, Mr. O’Sullivan receives an annual retainer of $40,000, plus $1,000 for each Board meeting attended and $1,000 for each Committee meeting attended. For his service as Chairman, Mr. Youngblood receives an additional annual payment of $10,000. Trustees are also reimbursed for any expenses incurred in attending Board meetings. Total compensation (excluding reimbursements) is reflected in the following table for the fiscal year ended October 31, 2006. The compensation amounts below include the flight service charges paid by the Trusts to American Airlines, Inc.

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    Aggregate   Pension or Retirement   Total Compensation
    Compensation   Benefits Accrued as Part   From the Trusts
Name of Trustee   From the Trust   of the Trust’s Expenses   (27 funds)
INTERESTED TRUSTEES
William F. Quinn
  $ 0     $ 0     $ 0  
Douglas G. Herring
  $ 0     $ 0     $ 0  
Alan D. Feld
  $ 31,379     $ 0     $ 59,485  
 
                       
NON-INTERESTED TRUSTEES
W. Humphrey Bogart
  $ 30,814     $ 0     $ 58,414  
Brenda A. Cline
  $ 42,042     $ 0     $ 79,700  
Ben Fortson*
  $ 3,824     $ 0     $ 7,171  
Richard A. Massman
  $ 60,230     $ 0     $ 114,178  
Stephen D. O’ Sullivan
  $ 23,738     $ 0     $ 45,000  
R. Gerald Turner
  $ 26,429     $ 0     $ 50,102  
Kneeland Youngblood
  $ 47,976     $ 0     $ 90,949  
 
*   Mr. Fortson retired from the Trust effective February 28, 2002. He now serves as Trustee Emeritus.
     The Boards have adopted an Emeritus Trustee and Retirement Plan. The Plan provides that a Trustee who has reached the mandatory retirement age established by the Board (currently 72) is eligible to elect Trustee Emeritus status. Alternatively, a Trustee who has served on the Board of one or more Trusts for at least 5 years may elect to retire from the Boards at an earlier age and immediately assume Trustee Emeritus status. A person may serve as a Trustee Emeritus and receive related retirement benefits for a period up to a maximum of 10 years. Only those Trustees who retire from the Boards and elect Trustee Emeritus status may receive retirement benefits under the Plan. A Trustee Emeritus must commit to provide certain ongoing services and advice to the Board members and the Trusts; however, a Trustee Emeritus does not have any voting rights at Board meetings and is not subject to election by shareholders of the Funds. Ben Fortson currently serves as Trustee Emeritus to the Trusts.
     During the term that the Trustee Emeritus serves, each Trustee Emeritus and his or her spouse will receive American Airlines, Inc. annual flight benefits plus reimbursement to the Trustee Emeritus of any tax liability relating to such flights during the term that such person serves as a Trustee Emeritus. Such flight benefits, including the taxes that are payable with respect to such benefits, shall not exceed a maximum annual value to the Trustee Emeritus of $40,000.
TRUSTEES AND OFFICERS OF THE INDEX TRUST
     Each non-interested Trustee is a member of the Index Trust’s Audit Committee (the “Committee”). The principal responsibilities of the Committee are the appointment, compensation, retention and oversight of the Index Trust’s independent accountants, including the resolution of disagreements regarding financial reporting between Index Trust management and such independent accountants. The Committee’s responsibilities include, without limitation, to (i) review with the independent accountants the arrangements for and scope of annual and special audits and any other services provided by the independent accountants to the Index Trust, (ii) review with the independent registered public accounting firm any audit problems or difficulties encountered during or related to the conduct of the audit; (iii) ensure that the independent accountants submit on a periodic basis a formal written statement with respect to their independence, discuss with the independent accountants any relationships or services disclosed in the statement that may impact the objectivity and independence of the Index Trust’s independent accountants and recommend that the Index Trust Board take appropriate action in response thereto to satisfy itself of the independent accountants’ independence; and (iv) consider the comments of the independent accountants with respect to the quality and adequacy of the Index Trust’s accounting and financial reporting policies and practices and internal controls and Index Trust management’s responses thereto. The Index Trust Board has adopted a written charter for the Committee. The Committee has retained independent legal counsel to assist them in connection with these duties. The Committee met four times during the fiscal year ended December 31, 2006.
     Each non-interested Trustee is also a member of the Index Trust Board’s Nominating Committee. The principal responsibilities of the Nominating Committee are to identify individuals qualified to serve as non-interested Trustees of the Index Trust and to recommend its nominees for consideration by the full Index Trust Board. While the Nominating Committee is solely responsible for nomination of the Index Trust’s non-interested Trustees, the Nominating Committee may consider nominations for the office of Trustee made by Index Trust interest holders as it deems appropriate. Index Trust interest holders who wish to recommend a nominee should send nominations to the Secretary of the Index Trust that include biographical information and set forth the qualifications of the proposed nominee. The Nominating Committee did not meet during the Index Trust’s fiscal year ended December 31, 2006.

15


 

     Certain biographical and other information relating to the non-interested Trustees of the Index Trust is set forth below, including their ages, their principal occupations for at least the last five years, the length of time served, the total number of investment companies overseen in the complex of funds advised by BlackRock Advisors, LLC or its affiliates (“BlackRock-advised funds”) and any other public directorships.
                     
        Term of       Number of    
        Office**       BlackRock-    
    Position   and       Advised    
    Held   Length of       Funds and    
Name, Address* and   with the   Time   Principal Occupation(s)   Portfolios    
Age of Trustee   Trust   Served   During Past Five Years   Overseen   Public Directorships
Donald W. Burton (62)
  Trustee   Trustee since 2002   General Partner of the Burton Partnership, Limited Partnership (an Investment Partnership) since 1979; Managing General Partner of the South Atlantic Venture Funds since 1983; Member of the Investment Advisory Committee of the Florida State Board of Administration since 2001.   21 registered investment companies consisting of 38 portfolios   Knology, Inc. (telecommunications) ; Symbion, Inc. (healthcare); Capital Southwest (Financial)
 
                   
John F. O’Brien (63)
  Trustee   Trustee since 2005   Director of Amersco, Inc. since 2006; President and Chief Executive Officer of Allmerica Financial Corporation (financial services holding company) from 1995 to 2002 and Director from 1995 to 2003; President of Allmerica Investment Management Co., Inc. (investment adviser) from 1989 to 2002, Director from 1989 to 2002 and Chairman of the Board from 1989 to 1990; President, Chief Executive Officer and Director of First Allmerica Financial Life Insurance Company from 1989 to 2002; and Director of various other Allmerica Financial companies until 2002; Currently Director since 1989 and since 2004 member of the Governance Nominating Committee; Member of the Compensation Committee of ABIOMED from 1989 to 2006 and Member of the Audit Committee ABIOMED from 1990 to 2004; Director and member of the Governance and Nomination Committee of Cabot Corporation and member of the Audit Committee since 1990;Director and member of the Audit Committee and Compensation Committee of LKQ Corporation from 2003; and Lead Director of TJX Companies, Inc. since 1999; Trustee of the Woods Hole Oceanographic Institute since 2003.   21 registered investment companies consisting of 38 portfolios   Cabot Corporation (manufacturing), LKQ Corporation (auto parts manufacturing) and TJX Companies, Inc. (retailer)
 
                   
David H. Walsh (64)
  Trustee   Trustee since 2003   Director, Ruckleshaus Institute and Haub School of Natural Resources at the University of Wyoming since 2006; Consultant with Putnam Investments from 1993 to 2003 and employed in various capacities therewith from 1971 to 1992; Director, the National Audubon Society since 1998; Director, the American Museum of Fly Fishing since 1998.   21 registered investment companies consisting of 38 portfolios    
 
                   
Fred G. Weiss (64)***
  Trustee   Trustee since 2000   Managing Director of FGW Associates since 1997; Vice President, Planning Investment, and Development of Warner Lambert Co. from 1979 to 1997; Director of BTG International PLC (global technology commercialization company) since 2001; Director of the Michael J. Fox Foundation for Parkinson’s Research since 2000.   21 registered investment companies consisting of 38 portfolios   Watson Pharmaceutical Inc. (pharmaceutical company)
 
*   The address of each non-interested Trustee is P.O. Box 9095, Princeton, New Jersey 08543-9095.
 
**   Each Trustee serves until his or her successor is elected and qualified or until his or her death, resignation, or removal as provided in the Fund’s by-laws, charter or by statute, or until December 31 of the year in which he or she turns 72.
 
***   Chairman of the Board of Trustees and the Audit Committee.
     Certain biographical and other information regarding the Trustee who is an officer and an “interested person” of the Index Trust as defined in the 1940 Act and to the other officers of the Index Trust is set forth below, including their ages, their principal occupations for at least the last five years, the length of time served, the total number of BlackRock-advised funds overseen and any public directorships held.

16


 

                     
        Term of       Number of    
        Office***       BlackRock-    
    Position(s)   and Length       Advised Funds   Public
Name, Address* and   Held with   of Time   Principal Occupation(s)   and Portfolios   Director-
Age   the Trust   Served   During Past Five Years   Overseen   ships
Robert C. Doll, Jr.** (52)
  President and Trustee   President and Trustee****
since 2005
  Vice Chairman and Director of BlackRock, Inc., and Global Chief Investment Officer for Equities, Chairman of the BlackRock Retail Operating Committee, and member of the BlackRock Executive Committee since 2006; President of the funds advised by Merrill Lynch Investment Managers, L.P. (“MLIM”) (“BlackRock-advised Funds”) and its affiliates from 2005 to 2006; President of MLIM and its affiliate, Fund Asset Management, L.P. (“FAM”), from 2001 to 2006; Co-Head (Americas Region) thereof from 2000 to 2001 and Senior Vice President from 1999 to 2001; President and Director of Princeton Services, Inc. (“Princeton Services”) and President of Princeton Administrators, L.P. (“Princeton Administrators”) from 2001 to 2006; Chief Investment Officer of OppenheimerFunds, Inc. in 1999 and Executive Vice President thereof from 1991 to 1999.   122 registered investment companies consisting of 168 portfolios   None
 
                   
Donald C. Burke (46)
  Vice President and Treasurer   Vice President since 1996 and Treasurer since 1999   Managing Director of BlackRock, Inc. since 2006; Managing Director of MLIM and FAM in 2006; First Vice President of MLIM and FAM from 1997 to 2005 and Treasurer thereof from 1999 to 2006; Vice President of MLIM and FAM from 1990 to 1997.   246 registered investment companies consisting of 525 portfolios   None
 
                   
Jeffrey L. Russo (39)
  Vice President   Vice President
since 2005
  Director of BlackRock, Inc. since 2006; Director of MLIM from 1999 to 2006.   4 registered investment companies consisting of 11 portfolios   None
 
                   
 
                   
Debra L. Jelilian (39)
  Vice President   Vice President
since 2005
  Director of BlackRock, Inc. since 2006; Director of MLIM from 1999 to 2006 .   9 registered investment companies consisting of 16 portfolios   None
 
                   
Jeffrey Hiller (55)
  Chief Compliance
Officer
  Chief Compliance
Officer since 2004
  Managing Director of BlackRock, Inc. and Fund Chief Compliance Officer since 2006; Chief Compliance Officer of the MLIM and FAM-advised funds and First Vice President and Chief Compliance Officer of MLIM (Americas) from 2004 to 2006; Chief Compliance Officer of the IQ Funds since 2004; Global Director of Compliance at Morgan Stanley Investment Management from 2002 to 2004; Managing Director and Global Director of Compliance at Citigroup Asset Management from 2000 to 2002; Chief Compliance Officer at Soros Fund Management in 2000; Chief Compliance Officer at Prudential Financial from 1995 to 2000; Senior Counsel in the Commission’s Division of Enforcement in Washington, DC from 1990 to 1995.   129 registered investment companies consisting of 175 portfolios   None
 
                   
Alice A. Pellegrino (46)
  Secretary   Secretary
since 2004
  Director of BlackRock, Inc. since 2006; Director (Legal Advisory) of MLIM from 2002 to 2006; Vice President of MLIM from 1999 to 2002; Attorney associated with MLIM from 1997 to 2006; Secretary of MLIM, FAM Distributors, Inc. (“FAM”), FAMD and Princeton Services from 2004 to 2006.   122 registered investment companies consisting of 168 portfolios   None
 
*   The address for each officer listed is P.O. Box 9011, Princeton, New Jersey 08543-9011.
 
**   Mr. Doll is a director, trustee or member of an advisory board of certain other investment companies for which BlackRock acts as investment adviser. Mr. Doll is an “interested person,” as defined in the 1940 Act, of the Index Trust based on his positions with BlackRock, Inc. and its affiliates.
 
***   Elected by and serves at the pleasure of the Board of Trustees of the Index Trust.
 
****   As a Trustee, Mr. Doll serves until his successor is elected and qualified, until December 31 of the year in which he turns 72, or until earlier of his death, resignation, or removal as provided in the Index Trust’s by-laws, charter or by statute.
     The Index Trust pays each non-interested Trustee a combined fee for service on the Board and the Audit Committee of $10,000 per year plus $1,000 per in-person Board meeting attended and $1,000 per in-person Audit Committee meeting attended. The Index Trust pays the Chairman of the Audit Committee an additional fee of $2,000 per year. The Index Trust reimburses each non-interested Trustee for his or her out-of-pocket expenses relating to attendance at Board, Audit Committee and Nominating Committee meetings.

17


 

                         
    Aggregate   Pension or Retirement   Aggregate Compensation
    Compensation from the   Benefits Accrued as Part of   from Index Trust and
Name of Trustee   Index Trust   Index Trust Expenses   BlackRock Advised Funds
Donald W. Burton
  $ 2,371     None   $ 203,250  
Laurie Simon Hodrick*
  $ 2,371     None   $ 17,458  
John Francis O’Brien*
  $ 2,371     None   $ 206,250  
David H. Walsh
  $ 2,371     None   $ 203,250  
Fred G. Weiss**
  $ 2,654     None   $ 234,250  
 
*   Ms. Hodrick resigned as a Trustee of the Index Trust and a director or trustee of certain other BlackRock Advised funds effective May 1, 2006.
 
**   Chairman of the Board and Audit Committee.
     Information relating to each Index Trust Trustee’s share ownership in the Index Trust and in all registered funds in the BlackRock-advised funds that are overseen by the respective Trustee (“Supervised Funds”) as of December 31, 2006 is set forth in the chart below.
         
    Aggregate Dollar Range of   Aggregate Dollar Range of Securities
Name   Equity in the Index Trust*   in All Supervised Funds
Interested Trustee:
       
Robert C. Doll, Jr.
  N/A   Over $100,000
Non-Interested Trustees:
       
Donald W. Burton
  N/A   None
John Francis O’Brien*
  N/A   None
David H. Walsh
  N/A   over $100,000
Fred G. Weiss
  N/A   over $100,000
 
*   The Index Trust does not sell its interest to the public.
     Additional information regarding the management of the Index Portfolios may be found in the Part B of the Registration Statement for the Quantitative Master Series Trust, SEC File No. 811-7885. Shareholders may access this information on the SEC’s website at www.sec.gov.
TRUSTEES AND OFFICERS OF THE EQUITY 500 INDEX PORTFOLIO
     The Equity 500 Index Portfolio Board is responsible for generally overseeing the Equity 500 Index Portfolio’s business. The Trustees and officers of the Equity 500 Index Portfolio and their principal occupations during the past five years are set forth below. Their titles may have varied during that period.
                         
                Number of    
                Funds in    
                Fund   Other
    Position(s)   Term of Office       Complex   Directorships
Name, Address, and Date   Held with   and Length of   Principal Occupation   Overseen   Held by
of Birth ("DOB")   Trust   Time Served   During Past Five Years   by Trustee   Trustee
Independent Trustees
                       
Michael F. Holland
Holland & Company, LLC
375 Park Avenue
New York, NY 10152

DOB: July 7, 1944
  Trustee and Chairman of the Board   Term: Indefinite

Elected: 2/00
  Chairman, Holland & Company L.L.C. (investment adviser) (1995 – present).     18     Trustee, State Street Institutional Investment Trust; Trustee, Scottish Widows Investment Partnership Trust; Director, the Holland Series Fund, Inc.; and Director, The China Fund, Inc.
 
                       
William L. Boyan
State Street Master Funds
P.O. Box 5049
Boston, MA 02206

DOB: January 20, 1937
  Trustee   Term: Indefinite
  Trustee of Old Mutual South Africa Master Trust (investments) (1995 – present); Chairman emeritus, Children’s Hospital (1984 – present); Director, Boston Plan For Excellence (non-profit), (1994 – present); President and Chief Operations Officer, John Hancock Mutual Life Insurance Company (1959 – 1999). Mr. Boyan retired in 1999.     18     Trustee, State Street Institutional Investment Trust; and Trustee, Old Mutual South Africa Master Trust

18


 

                         
                Number of    
                Funds in    
                Fund   Other
    Position(s)   Term of Office       Complex   Directorships
Name, Address, and Date   Held with   and Length of   Principal Occupation   Overseen   Held by
of Birth ("DOB")   Trust   Time Served   During Past Five Years   by Trustee   Trustee
Rina K. Spence
7 Acacia Street
Cambridge, MA 02138

DOB: October 24, 1948
  Trustee   Term: Indefinite

Elected: 2/00
  President, SpenceCare International LLC (1998 – present); Member of the Advisory Board, Ingenium Corp. (technology company) (2001 – present); Chief Executive Officer, IEmily.com (internet company) (2000 – 2001); Chief Executive Officer of Consensus Pharmaceutical, Inc. (1998-1999); Founder, President and Chief Executive Officer of Spence Center for Women’s Health (1994 – 1998); Trustee, Eastern Enterprise (utilities) (1988 – 2000).     18     Trustee, State Street Institutional Investment Trust; Director of Berkshire Life Insurance Company of America; and Director, IEmily.com
 
                       
Douglas T. Williams
State Street Master Funds
P.O. Box 5049
Boston, MA 02206

DOB: December 23, 1940
  Trustee   Term: Indefinite

Elected: 2/00
  Executive Vice President of Chase Manhattan Bank (1987 – 1999). Mr. Williams retired in 1999.     18     Trustee, State
Street
Institutional
Investment Trust
 
                       
Officers:
                       
James E. Ross
SSgA Funds Management, Inc.
State Street Financial Center
One Lincoln Street
Boston, MA 02111

DOB June 24, 1965
  President   Term: Indefinite
Elected: 4/05
  President, SSgA Funds Management, Inc. (2005 – present); Principal, SSgA Funds Management, Inc. (2001 – present); Principal, State Street Global Advisers (March 2000 – present).        
 
                       
Gary L. French
State Street Bank and
Trust Company
2 Avenue de Lafayette
Boston, MA 02111

DOB: July 4, 1951
  Treasurer   Term: Indefinite

Elected: 5/05
  Senior Vice President of State Street Bank and Trust Company (2002 – present); Managing Director, Deutsche Bank (including its predecessor, Scudder Investments), Fund Operations Unit (2001 – 2002); President, UAM Fund Services 1995 – 2001).        

19


 

                         
                Number of    
                Funds in    
                Fund   Other
    Position(s)   Term of Office       Complex   Directorships
Name, Address, and Date   Held with   and Length of   Principal Occupation   Overseen   Held by
of Birth ("DOB")   Trust   Time Served   During Past Five Years   by Trustee   Trustee
Karen Jacoppo-Wood
State Street Bank and
Trust Company
2 Avenue de Lafayette
Boston, MA 02110

DOB: December 29, 1966
  Secretary   Term: Indefinite

Elected: 11/06
  Vice President and Managing Counsel of State Street Bank and Trust Company (2006 – present); Counsel, Pioneer Investment Management USA Inc. (2004 to 2006); Vice President and Counsel of State Street Bank and Trust Company (2002-2004).        
 
                       
Peter A. Ambrosini SSgA Funds Management, Inc. State Street Financial Center One Lincoln Street Boston, MA 02110

DOB: December 17, 1943
  Chief Compliance
Officer
  Term: Indefinite

Elected: 5/04
  Senior Principal and Chief Compliance and Risk Management Officer of SSgA Funds Management, Inc. and State Street Global Advisors (2001-present); and Managing Director, PricewaterhouseCoopers LLP (1986 – 2001).        
     The By-Laws of the Equity 500 Index Portfolio provide that it shall indemnify each person who is or was a Trustee of the Equity 500 Index Portfolio against all expenses, judgments, fines, settlements and other amounts actually and reasonable incurred in connection with any proceedings, if the person in good faith and reasonably believes that his or her conduct was in the Equity 500 Index Portfolio’s best interest. The Equity 500 Index Portfolio, at its expense, provides liability insurance for the benefit of its Trustees and officers.
     Each Trustee receives for his or her services a $30,000 retainer in addition to $2,500 for each in-person meeting and $500 for each telephonic meeting. The following table sets forth the total remuneration of Trustees and officers of the Trust for the fiscal year ended December 31, 2006.
                                 
    Aggregate   Pension or Retirement   Estimated Annual   Total Compensation from
    Compensation   Benefits Accrued as Part   Benefits Upon   Trust and Fund Complex
Name/Position   from Trust   of Trust Expenses   Retirement   Paid to Trustees
William L. Boyan, Trustee
  $ 30,000     $ 0     $ 0     $ 30,000  
Michael F. Holland, Trustee
  $ 30,000     $ 0     $ 0     $ 30,000  
Rina K. Spence, Trustee
  $ 30,000     $ 0     $ 0     $ 30,000  
Douglas T. Williams, Trustee
  $ 30,000     $ 0     $ 0     $ 30,000  
     The following table sets forth information describing the dollar range of equity securities beneficially owned by each Trustee of the State Street Master Funds as of December 31, 2006.
         
        Aggregate Dollar Range of Equity
    Dollar Range of   Securities in All Registered Investment
    Equity Securities in   Companies Overseen by Trustee in
Name of Trustee   the Trust   Family of Investment Companies
William L. Boyan
  None   None
Michael F. Holland
  None   None
Rina K. Spence
  None   None
Douglas T. Williams
  None   None

20


 

CODE OF ETHICS
     The Manager, the Trust, SSgA FM, BlackRock and the sub-advisors have each adopted a Code of Ethics (“Code”) under Rule 17j-1 of the 1940 Act. Each Code significantly restricts the personal trading of all employees with access to non-public portfolio information. For example, each Code generally requires pre-clearance of all
personal securities trades (with limited exceptions) and prohibits employees from purchasing or selling a security that is being purchased or sold or being considered for purchase or sale by any Fund. In addition, the Manager’s and Trust’s Codes require employees to report trades in shares of the Trusts. Each Code is on public file with, and may be obtained from, the SEC.
PROXY VOTING POLICIES
     From time to time, the Funds may own a security whose issuer solicits a proxy vote on certain matters. The Trusts have adopted a Proxy Voting Policy and Procedures (the “Policy”) that sets forth guidelines and procedures designed to ensure that the Manager and sub-advisors vote such proxies in the best interests of Fund shareholders. The Policy includes procedures to address potential conflicts of interest between the Funds’ shareholders and the Manager, the sub-advisors or their affiliates. Please see Appendix A for a copy of the Policy, as amended. Each Fund’s proxy voting record for the most recent year ended June 30 will be available as of August 31 of each year upon request and without charge by calling 1-800-967-9009 or by visiting the SEC’s website at http://www.sec.gov. The proxy voting record can be found in Form N-PX on the SEC’s website.
     As noted in the Policy, proxy voting for the Funds that invest primarily in the securities of foreign issuers has been delegated to such Funds’ sub-advisors. The International Equity and Emerging Markets Funds have each adopted the proxy voting policies and procedures of their respective sub-advisors for the portion of each Fund’s assets under management by that sub-advisor. Each sub-advisor’s proxy voting policy and procedures are summarized (or included in their entirety) in Appendix B.
     The proxy voting policy for each Index Portfolio is included in Appendix C.
CONTROL PERSONS AND 5% SHAREHOLDERS
     Set forth below are the entities or persons that own more than 5% of the outstanding shares of a Fund or Class as of January 31, 2007, including classes of shares not included in this SAI. Entities or persons owning more than 25% of the outstanding shares of a Fund may be deemed to control that Fund. The actions of an entity or person that controls a Fund could have an effect on other shareholders. For instance, a control person may have effective voting control over that Fund or large redemptions by a control person could cause a Fund’s other shareholders to pay a higher pro rata portion of the Fund’s expenses. All Trustees and officers as a group own less than 1% of the outstanding shares of any of the Funds.
                                         
            Institutional   PlanAhead   Service   AMR
Balanced Fund   Total Fund   Class   Class   Class   Class
Employee Benefit Plans of AMR Corporation and its subsidiary companies
4333 Amon Carter Boulevard
Fort Worth, TX 76155
    83 %                             100 %
C.R. Smith Museum
P.O. Box 619617
DFW Airport, TX 75261-9617
            12 %                        
Charles Schwab & Co. *
9601 E. Panorama Circle
Englewood, CO 80112
                    33 %*                
Fidelity Investments Institutional Operations Co. Inc.*
100 Magellan Way KW1C
Covington, KY 41015
                    10 %*                
National Financial Services Corp.*
200 Liberty Street
New York, NY 10281
                    20 %*                
National Financial Services Corp.*
P.O. Box 3908
New York, NY 10163-3908
            60 %*                        
FTC & Co
P.O. Box 173736
Denver, CO 80217-3736
            5 %*                        
Saxon and Co.*
P.O. Box 7780-1888
Philadelphia, PA 19182-0001
                            100 %*        
 
*   Denotes record owner of Fund shares only

21


 

                                 
            Institutional   PlanAhead   AMR
Emerging Markets Fund   Total Fund   Class   Class   Class
Employee Benefit Plans of AMR Corporation
and its subsidiary companies
4333 Amon Carter Boulevard
Fort Worth, TX 76155
    86 %                     100 %
Richard & Jacqueline Hollander ttees fbo Hollander Family Trust
1381 Moraga Dr.
Los Angeles, CA 90049
            31 %                
Akin, Gump, Strauss, Hauer & Feld Co-Mingled Qualified Plan Partnership
1700 Pacific Ave. Ste. 4100
Dallas, TX 75201
            24 %                
PGH Foundation – Combined Fund*
P.O. Box 94984
Cleveland, OH 44101-4984
            9 %*                
William F. and Doreen J. Quinn
1108 Loch Lomond Ct.
Arlington, TX 76012
            7 %                
National Financial Services Corp.*
200 Liberty Street
New York, NY 10281
                    32 %*        
Wells Fargo Bank N.A.*
P.O. Box 1533
Minneapolis, MN 55480-1533
            11 %*                
 
*   Denotes record owner of Fund shares only
                 
Enhanced Income Fund   Total Fund   PlanAhead Class
Benefit Trust Company
5901 College Blvd Suite 100
Overland Park, KS 66211-1834
    99 %     99 %
 
*   Denotes record owner of Fund shares only
                                 
            Institutional        
High Yield Bond Fund   Total Fund   Class   PlanAhead Class   Service Class
Employee Benefit Plans of AMR Corporation
and its subsidiary companies
4333 Amon Carter Boulevard
Fort Worth, TX 76155
    24 %     32 %                
Charles Schwab & Co. Inc.*
101 Montgomery Street
San Francisco, CA 94104
    12 %*     11 %*     15 %*        
Sabre Legacy Plan*
C/O Fidelity Management Trust Co.
82 Devonshire St, # 21M
Boston, MA 02109
    6 %*     8 %*                
National Financial Services LLC*
200 Liberty St., 5 th Floor
New York, NY 10281
    6 %*     6 %*     6 %*        
Benefit Trust Company
5901 College Blvd Suite 100
Overland Park, KS 66211-1834
    16 %             70 %        
 
*   Denotes record owner of Fund shares only

22


 

                         
            Institutional   PlanAhead
Intermediate Bond Fund   Total Fund   Class   Class
Employee Benefit Plans of AMR Corporation and
its subsidiary companies
4333 Amon Carter Boulevard
Fort Worth, TX 76155
    98 %*     99 %*        
Pershing LLC*
P.O. Box 2052
Jersey City, NJ 07303-2052
                    10 %*
Larry Rheuben Harmon, IRA
12368 Reata Ct.
San Diego, CA 92128
                    36 %
 
*   Denotes record owner of Fund shares only
                                         
            Institutional   PlanAhead   Service   AMR
International Equity Fund   Total Fund   Class   Class   Class   Class
Employee Benefit Plans of AMR Corporation and its subsidiary companies
4333 Amon Carter Boulevard
Fort Worth, TX 76155
    20 %                             100 %
Charles Schwab & Co. Inc.*
101 Montgomery Street
San Francisco, CA 94104
    21 %*     41 %*                        
National Financial Services Corp.*
200 Liberty Street
New York, NY 10281
    9 %*             32 %*                
National Financial Services Corp.*
P.O. Box 3908
New York, NY 10163-3908
            6 %*                        
Charles Schwab & Co.*
9601 E. Panorama Circle
Englewood, CO 80112
    7 %*             26 %*                
Fidelity Investments Institutional Operations Co. Inc.*
100 Magellan Way KW1C
Covington, KY 41015
    5 %*             16 %*                
Saxon and Co*
P.O. Box 7780-1888
Philadelphia, PA 19182
            5 %*             25 %*        
Wilmington Trust Company*
P.O. Box 8880
Wlimington, DE 19899-8880
                            24 %*        
Trustlynx & Co.*
P.O. Box 173736
Denver, CO 80217-3736
                            13 %        
SEI Private Trust Co.
One Freedom Valley Drive
Oaks, PA 19456
                            31 %        
 
*   Denotes record owner of Fund shares only
                 
            Institutional
International Equity Index Fund   Total Fund   Class
Employee Benefit Plans of AMR Corporation and its subsidiary companies
4333 Amon Carter Boulevard
Fort Worth, TX 76155
    77 %     77 %
Mac & Co.*
P.O. Box 3198
Pittsburgh, PA 15230-3198
    8 %*     8 %*
National Financial Services Corp. *
P.O. Box 3908
New York, NY 10163-3908
    10 %*     10 %*
 
*   Denotes record owner of Fund shares only
                                 
            Institutional   PlanAhead   AMR
Large Cap Growth Fund   Total Fund   Class   Class   Class
Employee Benefit Plans of AMR Corporation and its subsidiary companies
4333 Amon Carter Boulevard
Fort Worth, TX 76155
    100 %                     100 %
National Financial Services Corp.*
P.O. Box 3908
New York, NY 10163-3908
            99 %*                
 
*   Denotes record owner of Fund shares only

23


 

                                         
            Institutional           Service   AMR
Large Cap Value Fund   Total Fund   Class   PlanAhead Class   Class   Class
Employee Benefit Plans of AMR Corporation and its subsidiary companies
4333 Amon Carter Boulevard
Fort Worth, TX 76155
    17 %                             100 %
National Financial Services Corp.*
P.O. Box 3908
New York, NY 10163-3908
            7 %*                        
Charles Schwab & Co. Inc.*
101 Montgomery St
San Francisco, CA 94104
            8 %*                        
National Financial Services Corp.*
200 Liberty Street
New York, NY 10281
    13 %*             21 %*                
Charles Schwab & Co.*
9601 E. Panorama Circle.
Englewood, CO 80112
    10 %*             17 %*                
Fidelity Investments Institutional Operations Co. Inc.*
100 Magellan Way KW1C
Covington, KY 41015
    25 %*     22 %*     34 %*                
Wachovia Bank*
1525 West WT Harris Blvd.
Charlotte, NC 28288-0001
                            57 %*        
Saxon and Co.*
P.O. Box 7780-1888
Philadelphia, PA 19182-0001
                            22 %*        
Mitra & Co.
11270 W. Park Place. Suite 400
Milwaukee, WI 53224-3638
                            5 %        
 
*   Denotes record owner of Fund shares only
                                 
            Institutional   PlanAhead   AMR
Mid-Cap Value Fund   Total Fund   Class   Class   Class
Employee Benefit Plans of AMR Corporation and
its subsidiary companies
4333 Amon Carter Boulevard
Fort Worth, TX 76155
    74 %                     100 %
William F. and Doreen J. Quinn
1108 Loch Lomond Ct.
Arlington, TX 76012
            5 %                
Pershing LLC
P.O. Box 2052.
Jersey City, NJ 07303-2052
            18 %                
Charles Schwab & Co.*
101 Montgomery St
San Francisco, CA 94104-4151
            23 %*                
National Financial Services Corp.*
200 Liberty Street
New York, NY 10281-1003
                    6 %*        
Citistreet Retirement Services
Baylor Health 403(b)
1 Heritage Drive
Quincy, MA 02171-2105
                    17 %        
Citistreet Retirement Services
Baylor Health 401(k)
1 Heritage Drive
Qunicy, MA 02171-2105
    18 %             76 %        
 
*   Denotes record owner of Fund shares only

24


 

                         
            Institutional   PlanAhead
Money Market Fund   Total Fund   Class   Class
Union Bank TR Nominee*
FBO SIMF Omnibus Reinvest
P.O. Box 85484
San Diego, CA 92186-5484
    16 %*     81 %*        
Union Bank TR Nominee*
FBO SIMF Omnibus Cash
P.O. Box 85484
San Diego, CA 92186-5484
            5 %*        
National Investor Services Corp.*
55 Water Street, 32 nd Floor
New York, NY 10041
    11 %*             64 %*
Benefit Trust Company
5901 College Blvd Suite 100
Overland Park, KS 66211-1834
                    16 %*
Nationwide Trust Company
FBO Bremer Profit Sharing 401(k) Plan*
P.O. Box 1412
Austin, TX 78767-1412
                    6 %*
Westfield Employee Retirement Savings Plan
Nationwide Trust Company Trustee*
P.O. Box 1412
Austin, TX 78767-1412
                    6 %*
SEI Trust Company *
1 Freedom Valley Dr.
Oaks, PA 19456
    23 %*                
Bear Stearns Securities Corp.*
One Metrotech Center North
Brooklyn, NY 11201-3870
    19 %*                
Goldman Sachs Global Cash Services*
71 South Wacker Drive, Suite 500
Chicago, IL 60606-4637
    9 %*                
Custodial Trust Company*
101 Carnegie Center
Princeton, NJ 08540-6231
    6 %*                
 
*   Denotes record owner of Fund shares only
                 
            PlanAhead
Municipal Money Market Fund   Total Fund   Class
National Investor Services Corp.*
55 Water Street, 32 nd Floor
New York, NY 10041
    93 %*     80 %*
Gail J. Eggano
3204 North Hill Drive
Tupelo, MS 38804-9788
            10 %
Steven C. Leonard TTEE
Katharine’s Family Trust of 2002
537 Newport Center Drive #243
Newport Beach, CA 92660-0911
            10 %
 
*   Denotes record owner of Fund shares only
                         
            Institutional   PlanAhead
S&P 500 Index Fund   Total Fund   Class   Class
Employee Benefit Plans of AMR
Corporation and its subsidiary companies
4333 Amon Carter Boulevard
Fort Worth, TX 76155
    92 %     97 %        
Charles Schwab & Co. *
9601 E. Panorama Circle
Englewood, CO 80112
                    12 %*
National Financial Services Corp.*
200 Liberty Street
New York, NY 10281
                    11 %*
National Investor Services*
55 Water Street, 32 nd Floor
New York, NY 10041-3299
                    20 %*
Merrill Lynch Pierce Fenner & Smith Inc
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484
                    9 %*
 
*   Denotes record owner of Fund shares only

25


 

                         
            Institutional   PlanAhead
Short-Term Bond Fund   Total Fund   Class   Class
Employee Benefit Plans of AMR Corporation and
its subsidiary companies
4333 Amon Carter Boulevard
Fort Worth, TX 76155
    87 %     96 %        
National Financial Services Corp.*
200 Liberty Street
New York, NY 10281
    7 %*             76 %*
Fidelity Investments Institutional Operations Co. Inc.*
100 Magellan Way KW1C
Covington, KY 41015
                    5 %*
 
*   Denotes record owner of Fund shares only
                 
            Institutional
Small Cap Index Fund   Total Fund   Class
Employee Benefit Plans of AMR Corporation and
its subsidiary companies
4333 Amon Carter Boulevard
Fort Worth, TX 76155
    99 %     99 %
 
*   Denotes record owner of Fund shares only
                                         
            Institutional   PlanAhead   Service   AMR
Small Cap Value Fund   Total Fund   Class   Class   Class   Class
Employee Benefit Plans of AMR Corporation and its subsidiary companies
4333 Amon Carter Boulevard
Fort Worth, TX 76155
    13 %                             100 %
Charles Schwab & Co.*
101 Montgomery Street
San Francisco, CA 94104
    10 %*     7 %*     15 %*                
Saxon and Co.*
P.O. Box 7780-1888
Philadelphia, PA 19182-0001
                            10 %*        
Fidelity Investments Institutional Operations Co. Inc.*
100 Magellan Way KW1C
Covington, KY 41015
    30 %*     29 %*     42 %*                
National Financial Services Corp.*
P.O. Box 3908
New York, NY 10163-3908
                    10 %*                
Metlife RP Reliance Trust Company*
2 Montgomery Street.
Jersey City, NJ 07302-3802
                            10 %*        
Hartford Life Separate Account
P.O. Box 2999
Hartford, CT 06104-2999
                            9 %        
Mellon Financial *
P.O. Box 3198
Pittsburgh, PA 15230-3198
            6 %*                        
Reliance Trust Company *
8515 E. Orchard Road
Greenwood Village, CO 80111-5002
                            18 %*        
 
*   Denotes record owner of Fund shares only

26


 

                         
            Institutional   PlanAhead
Small Cap Value Opportunity Fund   Total Fund   Class   Class
American Beacon Advisors, Inc.
P,O. Box 619003
Dallas, TX 75261-9003
    29 %     30 %        
National Financial Services Corp.*
P.O. Box 3908
New York, NY 10163-3908
    6 %*     6 %*        
Trustlynx & Co. *
P.O. Box 173736
Denver, CO 80217-3736
    42 %*     44 %*        
Wilmington Trust Company*
P.O. Box 8880
Wilmington, DE 19899-8880
    7 %*     7 %*        
MG Trust Company*
700 17 th Street, Suite 300
Denver, CO 80202-3531
    7 %*     7 %*        
National Financial Services Corp.*
200 Liberty Street
New York, NY 10281-1003
                    78 %*
Jupiter & Co.
P.O. Box 9130
Boston, MA 02117-9130
                    15 %
 
*   Denotes record owner of Fund shares only
                 
            Institutional
Treasury Inflation Protected Securities Fund   Total Fund   Class
Employee Benefit Plans of AMR Corporation and its subsidiary companies
4333 Amon Carter Boulevard
Fort Worth, TX 76155
    100 %     100 %
 
*   Denotes record owner of Fund shares only
                 
U.S. Government Money Market Fund   Total Fund   PlanAhead Class
Muir & Co.
c/o Frost National Bank
P.O. Box 2479
San Antonio, TX 78298-2479
    12 %     63 %
National Investor Services Corp.*
55 Water Street, 32 nd Floor
New York, NY 10041
    44 %*     35 %*
Maril & Co. FBO INTRUST Bank NA
11270 W. Park Place, Suite 400
Milwaukee, WI 53224-3638
    44 %        
 
*   Denotes record owner of Fund shares only
INVESTMENT ADVISORY AGREEMENTS
     The Funds’ sub-advisors are listed below with information regarding their controlling persons or entities. According to the 1940 Act, a person or entity with control with respect to an investment advisor has “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.” Persons and entities affiliated with each sub-advisor are considered affiliates for the portion of Fund assets managed by that sub-advisor.
             
            Nature of Controlling
Sub-Advisor   Controlling Person/Entity   Basis of Control   Person/Entity's Business
Barrow, Hanley, Mewhinney & Strauss, Inc.
  Old Mutual Asset Managers (US) LLC   Parent Co.   Financial Services
 
           
Brandywine Global Investment Management, LLC
  Legg Mason, Inc.   Parent Co.   Financial Services
 
           
Brown Brothers Harriman & Co.
  None   N/A   N/A
 
           
Calamos Advisors LLC
  Calamos Asset Management, Inc.   Parent Co.   Financial Services
 
           
Causeway Capital Management LLC
  Sarah H. Ketterer and Harry W. Hartford   Officers and Owners   Financial Services
Financial Services
 
           
Dreman Value Management, LLC
  Dreman Family 1988 Trust, Holly A. Dreman, Carlyn S. McCaffrey, Solomon B. Dreman David N. Dreman, F. James   Majority Owners
Minority Owners
  Financial Services

27


 

             
            Nature of Controlling
Sub-Advisor   Controlling Person/Entity   Basis of Control   Person/Entity's Business
 
  Hutchinson, Lee Delaporte, Boris Onefater, Mark Roach, Mark Harrell, E. Clifton Hoover, Jr.        
 
           
Franklin Advisers, Inc.
  Franklin Resources, Inc.   Parent Co.   Financial Services
 
           
Goldman Sachs Asset Management, L.P.
  Goldman, Sachs & Co.   Parent Co.   Financial Services
 
           
Hotchkis and Wiley Capital Management, LLC
  HWCap Holdings, LLC Stephens Group Inc. and affiliates   Majority Owner
Minority Owner
  Financial Services
Financial Services
 
           
Lazard Asset Management LLC
  Lazard Freres & Co. LLC   Parent Co.   Financial Services
 
           
Metropolitan West Capital Management, LLC
  Evergreen Investment Company, Inc. Principals of Metropolitan West Capital Management, LLC   Majority Owner
Minority Owners
  Financial Services
Financial Services
 
           
Morgan Stanley Investment Management Inc.
           
 
           
Morgan Stanley Investment Management Company*
  Morgan Stanley   Parent Co.   Financial Services
 
           
NISA Investment Advisors, LLC
  Jess Yawitz
William Marshall
  Minority Owner
Minority Owner
  Financial Services
Financial Services
 
           
Opus Capital Group, LLC
  Jakki L. Haussler, Len A. Haussler and Kevin P. Whelan   Officers and Owners   Financial Services
 
           
PanAgora Asset Management, Inc.
  Putnam Investments
Nippon Life Insurance
  Majority Owner
Minority Owner
  Financial Services
Financial Services
 
           
Post Advisory Group, LLC
  Principal Global Investors, LLC
Lawrence Post
Carl Goldsmith
  Majority Owner
Minority Owner
Minority Owner
  Financial Services
Financial Services
Financial Services
 
           
Pzena Investment Management, LLC
  Richard Pzena John Goetz William Lipsey Amelia Jones A. Rama Krishna   Minority Owner
Minority Owner
Minority Owner
Minority Owner
Minority Owner
  Financial Services
Financial Services
Financial Services
Financial Services
Financial Services
 
           
SSgA Funds Management, Inc.
  State Street Corporation   Parent Co.   Financial Services
 
           
Templeton Investment Counsel, LLC
  Franklin Resources, Inc.   Parent Co.   Financial Services
 
           
The Boston Company Asset Management, LLC
  Mellon Financial Corporation   Parent Co.   Financial Services
 
           
The Renaissance Group LLC
  Affiliated Managers Group, Inc.   Majority Owner   Financial Services
 
     *Morgan Stanley Investment Management Inc. (“MSIM Inc.”) may delegate certain of its investment advisory services to Morgan Stanley Investment Management Company (“MSIM Company”), an affiliated investment adviser.
     Prior to March 1, 2006, the International Equity Fund invested all of its investable assets in a corresponding Portfolio of the Master Trust. Accordingly, the sub-advisors to this Fund received a fee on behalf of the Portfolio, and not the Fund, prior to March 1, 2006. The following table reflects the fees paid to the sub-advisors from the Portfolios or Funds (as applicable) for the fiscal years ended October 31, 2004, 2005 and 2006:
                         
    Investment Advisory   Investment Advisory   Investment Advisory
Sub-Advisor   Fees for 2004   Fees for 2005   Fees for 2006
Barrow, Hanley, Mewhinney & Strauss, Inc. (4)
  $ 1,684,493     $ 2,386,768     $ 3,208,580  
Brandywine Global Investment Management, LLC (8)
  $ 2,477,672     $ 5,594,538     $ 7,427,040  
Brown Brothers Harriman & Co. (5)
  $ 3,996     $ 20,070     $ 23,515  
Calamos Advisors LLC (3)
  $ 151,260     $ 152,999     $ 157,789  
Causeway Capital Management LLC
  $ 1,001,618     $ 1,177,467     $ 1,364,824  
Franklin Advisers, Inc. (10)
    N/A       N/A     $ 12,499  
Goldman Sachs Asset Management, L.P.
  $ 165,357     $ 146,475     $ 154,749  
Hotchkis and Wiley Capital Management, LLC
  $ 1,578,434     $ 1,954,121     $ 2,491,036  
Independence Investment LLC (1)
  $ 14,965       N/A       N/A  
J.P. Morgan Investment Management Inc. (9)
  $ 118,032     $ 128,223     $ 105,456  
Lazard Asset Management LLC
  $ 1,307,901     $ 1,633,739     $ 1,913,491  
Metropolitan West Capital Management, LLC
  $ 212,887     $ 536,427     $ 1,536,615  
Morgan Stanley Investment Management Inc.
  $ 296,834     $ 444,061     $ 558,406  
NISA Investment Advisors, LLC (5)
  $ 2,398     $ 12,018     $ 14,037  
Opus Capital Group, LLC (7)
    N/A     $ 1,008,285     $ 1,922,188  
PanAgora Asset Management, Inc. (11)
    N/A       N/A     $ 6,467  
Post Advisory Group, LLC (2)
  $ 1,537,710     $ 1,558,984     $ 1,324,168  
Pzena Investment Management, LLC (5)
  $ 24,127     $ 166,576     $ 195,066  
Templeton Investment Counsel, LLC
  $ 1,438,127     $ 1,803,785     $ 2,079,743  
The Boston Company Asset Management, LLC (6)
  $ 395,840     $ 3,289,077     $ 4,489,233  
The Renaissance Group LLC (9)
    N/A       N/A     $ 24,159  
 
(1)   As of October 24, 2003, Independence Investment LLC ceased to serve as a sub-advisor to the International Equity Fund.
 
(2)   Prior to October 21, 2003, this firm was named MW Post Advisory Group, LLC.

28


 

(3)   As of July 1, 2003, Calamos Advisors LLC became a sub-advisor to the Enhanced Income Fund.
 
(4)   Barrow, Hanley, Mewhinney & Strauss, Inc. became a sub-advisor to the Mid-Cap Value Fund on June 30, 2004 and to the Small Cap Value Fund on September 18, 2003.
 
(5)   As of June 30, 2004, Pzena Investment Management, LLC became a sub-advisor to the Mid-Cap Value Fund, and Brown Brothers Harriman & Co. and NISA Investment Advisors, LLC became sub-advisors to the Treasury Inflation Protected Securities Fund.
 
(6)   As of September 27, 2004, The Boston Company Asset Management, LLC became a sub-advisor to the International Equity and Small Cap Value Funds.
 
(7)   Opus Capital Group, LLC became a sub-advisor to the Small Cap Value Fund on January 31, 2005. Prior to May 19, 2006, this firm was named Opus Capital Management, Inc.
 
(8)   Prior to May 1, 2006, this firm was named Brandywine Asset Management, LLC.
 
(9)   As of September 28, 2006, J.P. Morgan Investment Management Inc. was replaced by The Renaissance Group LLC as a sub-advisor to the Large Cap Growth Fund.
 
(10)   As of September 18, 2006, Franklin Advisers, Inc. became sub-advisor to the High Yield Bond Fund.
 
(11)   As of March 31, 2006, PanAgora Asset Management, Inc. became sub-advisor to the Small Cap Value Opportunity Fund.
     Effective August 31, 2005, Dreman Value Management, LLC, Metropolitan West Capital Management, LLC and SSgA Funds Management, Inc. were added as sub-advisors to the Small Cap Value Fund. As of October 31, 2006, Small Cap Value Fund assets had not been allocated to these sub-advisors. The Manager has agreed to pay an annualized advisory fee to these sub-advisors of the Small Cap Value Fund according to the following schedules.
     
Dreman Value Management, LLC
  SSgA Funds Management, Inc.
0.55% on all assets under management
  0.60% on the first $25 million
 
  0.50% on the next $25 million
Metropolitan West Capital Management, LLC
  0.45% on the next $50 million
0.50% on the first $75 million in assets
  0.40% on assets over $100 million
0.45% on the next $75 million in assets
   
0.40% on assets over $150 million
   
     To the extent that MSIM Inc. delegates certain of its investment advisory services to MSIM Company, MSIM Inc. compensates MSIM Company from the investment advisory fee paid to MSIM Inc. by the Manager on behalf of the Emerging Markets Fund. References to MSIM Inc. throughout the remainder of this SAI refer to both MSIM Inc. and MSIM Company.
     Each Investment Advisory Agreement will automatically terminate if assigned, and may be terminated without penalty at any time by the Manager, by a vote of a majority of the Trustees or by a vote of a majority of the outstanding voting securities of the applicable Fund on no less than thirty (30) days’ nor more than sixty (60) days’ written notice to the sub-advisor, or by the sub-advisor upon sixty (60) days’ written notice to the Trust. The Investment Advisory Agreements will continue in effect provided that annually such continuance is specifically approved by a vote of the Trustees, including the affirmative votes of a majority of the Trustees who are not parties to the Agreement or “interested persons” (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of considering such approval, or by the vote of shareholders.
     Foreside Fund Services, LLC (“Foreside”), located at Two Portland Square, 1st Floor, Portland, Maine 04101, is the distributor and principal underwriter of the Funds’ shares. Pursuant to a Sub-Administration Agreement between Foreside and the Manager, Foreside receives a fee from the Manager for providing administrative services in connection with the marketing and distribution of shares of the Trust, the American Beacon Mileage Funds, and the American Beacon Select Funds.
MANAGEMENT, ADMINISTRATIVE AND DISTRIBUTION SERVICES
The Manager
     The Manager is a wholly owned subsidiary of AMR Corporation, the parent company of American Airlines, Inc., and is paid a management fee as compensation for paying investment advisory fees and for providing the Trust and the Master Trust with advisory and asset allocation services. Pursuant to management and administrative services agreements, the Manager provides the Trust and the Master Trust with office space, office equipment and personnel necessary to manage and administer the Trusts’ operations. This includes:
    complying with reporting requirements;
 
    corresponding with shareholders;
 
    maintaining internal bookkeeping, accounting and auditing services and records; and
 
    supervising the provision of services to the Trusts by third parties.

29


 

     In addition to its oversight of the sub-advisors and the Index Portfolio advisors, the Manager invests the portion of all Fund assets that the sub-advisors determine to be allocated to high quality short-term debt obligations, except for the High Yield Bond Fund, the Index Funds, and the Treasury Inflation Protected Securities Fund.
     The Funds are responsible for expenses not otherwise assumed by the Manager, including the following: audits by independent auditors; transfer agency, custodian, dividend disbursing agent and shareholder recordkeeping services; taxes, if any, and the preparation of each Fund’s tax returns; interest; costs of Trustee and shareholder meetings; printing and mailing prospectuses and reports to existing shareholders; fees for filing reports with regulatory bodies and the maintenance of the Funds’ existence; legal fees; fees to federal and state authorities for the registration of shares; fees and expenses of non-interested Trustees; insurance and fidelity bond premiums; fees paid to consultants providing reports regarding adherence by sub-advisors to the investment style of a Fund; fees paid for brokerage commission analysis for the purpose of monitoring best execution practices of the sub-advisors; and any extraordinary expenses of a nonrecurring nature.
     The following amounts represent management fees paid to the Manager based on total Fund or Portfolio assets, including funds and classes of shares not included in this SAI, some of which are no longer operational. With the exception of the Index Funds, the TIPS Fund and the Money Market Funds, the Funds have a fiscal year end of October 31 st . Management fees for the Funds with fiscal years ended October 31 were approximately as follows: 2004, $17,050,000, of which approximately $12,607,000 was paid by the Manager to the other sub-advisors; 2005, $29,965,000, of which approximately $22,481,000 was paid by the Manager to the other sub-advisors; and 2006, $39,475,000, of which approximately $29,085,000 was paid by the Manager to the other sub-advisors. Management fees in the amount of approximately $36,000, $0, and $0 were waived/reimbursed by the Manager during the fiscal years ended October 31, 2004, 2005, and 2006.
     The following amounts represent management fees paid to the Manager based on total Portfolio assets, including funds and classes of shares not included in this SAI. The Money Market Funds have a fiscal year end of December 31st. Management fees for these Funds for the fiscal years ended December 31, 2004, 2005, and 2006 were approximately $5,767,000, $7,087,000, and $10,940,000. Because these Funds are advised solely by the Manager, the Manager retained this entire amount. No management fees were waived or reimbursed by the Manager in relation to these Funds. The TIPS Fund has a fiscal year end of December 31st. Management fees for this Fund for the fiscal period ended December 31, 2004 were approximately $21,690, of which approximately $13,014 was paid by the Manager to the sub-advisors. Management fees for the TIPS Fund for the fiscal year ended December 31, 2005 were approximately $60,555, of which approximately $31,940 was paid by the Manager to the sub-advisors. Management fees for the TIPS Fund for the fiscal year ended December 31, 2006 were approximately $69,164, of which approximately $37,742 was paid by the Manager to the sub-advisors.
     Under the Management Agreement, the Manager presently monitors the services provided by BlackRock to the Index Trust Portfolios and by SSgA FM to the Equity 500 Index Portfolio. The Manager receives no fee for providing these monitoring services. In the event that the Board determines that it is in the best interests of the shareholders of any of the Index Funds to withdraw its investment from the corresponding Portfolio, the Manager would become responsible for directly managing the assets of that Index Fund. In such an event, the Index Fund would pay the Manager an annual fee of up to 0.10% of the Index Fund’s average net assets, accrued daily and paid monthly.
     In addition to the management fee, the Manager is paid an administrative services fee for providing administrative and management services (other than investment advisory services) to the Funds. Administrative services fees for the Funds with fiscal years ended October 31 were approximately as follows: 2004, $5,078,000; 2005, $11,443,000; and 2006, $18,505,000. Administrative services fees for the Index Funds, TIPS Fund, and the Money Market Funds for the fiscal years ended December 31, 2004, 2005, and 2006 were approximately $1,020,000, $1,245,000, and $1,249,000, respectively.
     The Manager (or another entity approved by the Board) under a distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act, is paid up to 0.25% per annum of the average daily net assets of the Service Class of each Fund for distribution-related services, including expenses relating to selling efforts of various broker-dealers, transfer agency fees and the preparation and distribution of Service Class advertising material and sales literature. Certain sub-advisors contribute a percentage of their advisory fees to the Manager to support the Funds’ distribution activities. The Manager will receive distribution fees from the Service Class regardless of the amount of the Manager’s actual expenses related to distribution efforts on behalf of the Service Class. Thus, the Manager may realize a profit or a loss based upon its actual distribution-related expenditures for the Service Class. The Manager anticipates that the distribution plan will benefit shareholders by providing broader access to the Funds through broker-dealers and other financial intermediaries who require compensation for their expenses in order to offer shares of the Funds. Distribution

30


 

fees pursuant to Rule 12b-1 under the 1940 Act for the fiscal years ended October 31, 2004, 2005, and 2006 were approximately $7,000, $88,000, and $221,000, respectively.
     The Manager receives compensation for administrative and oversight functions with respect to securities lending of all of the Funds, except for the Index Funds. Fees received by the Manager from securities lending for the fiscal years ended October 31 were approximately as follows: 2004, $326,000; 2005, $650,000; and 2006, $673,000. The Money Market Portfolios and the TIPS Fund do not engage in securities lending, so the Manager received no related compensation for the fiscal years ended December 31, 2004, 2005, and 2006.
     The PlanAhead and Service Classes have each adopted a Service Plan (collectively, the “Plans”). The Plans provide that each Fund’s PlanAhead and Service Class will pay 0.25% per annum of its average daily net assets to the Manager (or another entity approved by the Board). The Manager or these approved entities may spend such amounts on any activities or expenses primarily intended to result in or relate to the servicing of PlanAhead and Service Class shares including, but not limited to, payment of shareholder service fees and transfer agency or sub-transfer agency expenses. The fees, which are included as part of a Fund’s “Other Expenses” in the Table of Fees and Expenses in the PlanAhead and Service Class Prospectuses, will be payable monthly in arrears without regard to whether the amount of the fee is more or less than the actual expenses incurred in a particular month by the entity for the services provided pursuant to the Plans. Thus, the Manager may realize a profit or a loss based upon its actual servicing-related expenditures for the Service Class. The primary expenses expected to be incurred under the Plans are transfer agency fees and servicing fees paid to financial intermediaries such as plan sponsors and broker-dealers. Service fees for the Funds with fiscal years ended October 31 were approximately as follows: 2004, $1,755,000; 2005, $5,370,000; and 2006, $9,709,000. Service fees for the S&P 500 Index Fund and the Money Market Funds for the fiscal years ended December 31, 2004, 2005 and 2006 were approximately $555,000, $766,000 and $629,000, respectively.
     The Manager has contractually agreed from time to time to waive fees and/or reimburse expenses for certain Classes of the Funds in order to maintain competitive expense ratios for the Funds. In July of 2003, the Board and the Master Trust Board approved a policy whereby the Manager may seek repayment for such fee waivers and expense reimbursements. Under the policy, the Manager can be reimbursed by a Fund for any contractual or voluntary fee waivers or expense reimbursements made on or after July 10, 2003 only if reimbursement to the Manager (a) occurs within three years after the Manager’s own waiver or reimbursement and (b) does not cause the Fund’s Total Annual Fund Operating Expenses to exceed the previously agreed upon contractual expense limit.
BlackRock
     Under the terms of the Index Trust’s investment advisory agreement with BlackRock, BlackRock provides the Index Trust with investment advisory and management services. Subject to the supervision of the Index Trust Board, BlackRock is responsible for the actual management of each Index Trust Portfolio and constantly reviews each Portfolio’s holdings in light of its own research analysis and that from other relevant sources. The responsibility for making decisions to buy, sell or hold a particular security rests with BlackRock.
     The investment advisory agreement obligates BlackRock to provide investment advisory services and to pay all compensation of and furnish office space for officers and employees of the Index Trust connected with investment and economic research, trading and investment management of the Index Trust, as well as the fees of all Trustees who are affiliated persons of BlackRock or any of their affiliates. The Index Trust Portfolios and their corresponding Funds each bear certain other expenses incurred in their operation, including: taxes, interest, brokerage fees and commissions, if any; fees of Trustees of the Index Trust Portfolios or Trustees of the Trust who are not officers, directors or employees of BlackRock, the Manager or any of their affiliates; SEC fees and state Blue Sky qualification fees; charges of custodians and transfer and dividend disbursing agents; certain insurance premiums; outside auditing and legal expenses; costs attributable to investor services, including telephone and personnel expenses; costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing shareholders; costs of shareholders’ reports and meetings of shareholders, officers and Trustees of the Index Trust Portfolios or Trustees of the Trust, and any extraordinary expenses.
     For the years ended December 31, 2004, 2005 and 2006, BlackRock earned, net of waivers, $6,251, $29,126 and $0 as compensation for investment advisory services provided to the International Index Series. For the years ended December 31, 2004, 2005 and 2006, BlackRock earned, net of waivers, $32,048, $4,974 and $38,496 as compensation for investment advisory services provided to the Small Cap Index Series.

31


 

     BlackRock provides administrative services to the Index Trust. The Investment Advisory Agreement obligates BlackRock to provide certain administrative services to the Index Trust and to pay all compensation of and furnish office space for officers and employees of the Index Trust as well as the fees of all Trustees who are affiliated persons of BlackRock or any of their affiliates. Each Index Trust Portfolio pays all other expenses incurred in its operation, including, among other things, taxes, expenses for legal and auditing services, costs of printing proxies, stock certificates, shareholder reports and prospectuses and statements of additional information, charges of the custodian, any sub-custodian and transfer agent, expenses of portfolio transactions, expenses of redemption of shares, SEC fees, expenses of registering the shares under federal, state or foreign laws, fees and actual out-of-pocket expenses of unaffiliated Trustees, accounting and pricing costs (including the daily calculation of net asset value), insurance, interest, brokerage costs, litigation and other extraordinary or non-recurring expenses, and other expenses properly payable by the Index Trust Portfolios. Princeton Funds Distributor will pay certain of the expenses of the Index Trust Portfolios incurred in connection with the offering of their shares.
     Pursuant to a Subadministration Agreement between BlackRock and the Manager, BlackRock provides certain other administrative services to the Manager. These services include the maintenance and provision of various records related to the Small Cap Index Series and the International Index Series. For these services, BlackRock receives an annualized fee of 0.08% of the average daily net assets of the Small Cap Index Fund and 0.12% of the average daily net assets of the International Equity Index Fund; however, the fee for each Fund will be reduced by the total expense ratio of its corresponding Index Portfolio, net of any fee waivers. For the years ended December 31, 2004, 2005, and 2006, BlackRock earned $3,884, $23,294, and $41,453 as compensation under the Subadministration Agreement.
SSgA FM and State Street
     Under the terms of the Equity 500 Index Portfolio’s Investment Advisory Agreement with SSgA FM, SSgA FM manages the Equity 500 Index Portfolio subject to the supervision and direction of the Equity 500 Index Portfolio Board. Subject to such policies as the Equity 500 Index Portfolio Board may determine, SSgA FM furnishes a continuing investment program for the Equity 500 Index Portfolio and makes investment decisions on its behalf. SSgA FM places all orders for purchases and sales of the Equity 500 Index Portfolio’s investments.
     SSgA FM bears all expenses in connection with the performance of services under the Agreement. The S&P 500 Index Fund and the Equity 500 Index Portfolio each bear certain other expenses incurred in their operation, including: taxes, interest, brokerage fees and commissions, if any; fees of Trustees of the Portfolio or Trustees of the Trust who are not officers, directors or employees of SSgA FM, the Manager or any of their affiliates; SEC fees and state Blue Sky qualification fees; charges of custodians and transfer and dividend disbursing agents; certain insurance premiums; outside auditing and legal expenses; costs attributable to investor services, including telephone and personnel expenses; costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing shareholders; costs of shareholders’ reports and meetings of shareholders, officers and Trustees of the Equity 500 Index Portfolio or Trustees of the Trust, and any extraordinary expenses.
     State Street provides administrative services to the Equity 500 Index Portfolio. Under the Administration Agreement between the Equity 500 Index Portfolio and State Street, State Street is obligated on a continuous basis to provide such administrative services as the Equity 500 Index Portfolio Board reasonably deems necessary for the proper administration of the Portfolio. State Street generally will assist in all aspects of the Portfolio’s operations; supply and maintain office facilities (which may be in State Street’s own offices), statistical and research data, data processing services, clerical, accounting, bookkeeping and recordkeeping services (including without limitation the maintenance of such books and records as are required under the 1940 Act and the rules thereunder, except as maintained by other agents), internal auditing, executive and administrative services, and stationery and office supplies; prepare reports to investors; prepare and file tax returns; supply financial information and supporting data for reports to and filing with the SEC and various state Blue Sky authorities; supply supporting documentation for meetings of the Equity 500 Index Portfolio Board; provide monitoring reports and assistance regarding compliance with its Declaration of Trust, By-Laws, investment objectives and policies and with Federal and state securities laws; arrange for appropriate insurance coverage; calculate net asset values, net income and realized capital gains or losses; and negotiate arrangements with, and supervise and coordinate the activities of, agents and others to supply services.

32


 

     For the years ended December 31, 2004, 2005 and 2006, the Equity 500 Index Portfolio paid $1,201,000, $1,125,000 and $1,146,000, respectively, in total compensation to SSgA FM and State Street for investment advisory, administrative and other services. Shareholders of the S&P 500 Index Fund bear only their pro-rata portion of these fees.
OTHER SERVICE PROVIDERS
     State Street, located in Boston, Massachusetts, is the transfer agent for the Trust and provides transfer agency services to Fund shareholders through its affiliate Boston Financial Data Services, located in Kansas City, Missouri. State Street also serves as custodian for the Portfolios of the Master Trust and the Funds. In addition to its other duties as custodian, pursuant to instructions given by the Manager, State Street invests certain excess cash balances of certain funds in various futures contracts. State Street also serves as custodian and transfer agent for the assets of the Equity 500 Index Portfolio. The J.P. Morgan Chase Bank, New York, New York, serves as custodian for the assets of the International Index Series. Merrill Lynch Trust Company, Plainsboro, New Jersey, serves as the custodian for the assets of the Small Cap Index Series. Financial Data Services, Inc., Jacksonville, Florida, is the transfer agent for the Index Trust. The independent registered public accounting firm for the Funds, the Master Trust and the Equity 500 Index Portfolio is Ernst & Young LLP, Dallas, Texas and Boston, Massachusetts. The independent registered public accounting firm for the Master International Index Series and the Master Small Cap Index Series, two of the series of the Index Trust, is Deloitte & Touche LLP, Princeton, New Jersey.
PORTFOLIO MANAGERS
     The portfolio managers to the non-Money Market Funds and the Index Portfolios (the “Portfolio Managers”) have responsibility for the day-to-day management of accounts other than the Funds and Portfolios. Information regarding these other accounts has been provided by each Portfolio Manager’s firm and is set forth below. The number of accounts and assets is shown as of October 31, 2006, except for the Portfolio Managers at Brown Brothers Harriman & Co., BlackRock Advisors, LLC, NISA Investment Advisors, LLC, and SSgA Funds Management, Inc. — Equity 500 Index Portfolio, whose accounts and assets are shown as of December 31, 2006.
                         
    Number of Other Accounts Managed   Number of Accounts and Assets for Which
    and Assets by Account Type   Advisory Fee is Performance-Based
Name of   Registered   Other Pooled       Registered   Other Pooled    
Investment Advisor   Investment   Investment   Other   Investment   Investment   Other
and Portfolio Manager   Companies   Vehicles   accounts   Companies   Vehicles   accounts
American Beacon Advisors, Inc.
Kirk L. Brown
  N/A   N/A   2 ($4.0 bil)   N/A   N/A   N/A
Wyatt Crumpler
  N/A   N/A   3($12.5 bil)   N/A   N/A   N/A
Michael W. Fields
  N/A   N/A   10 ($14.9 bil)   N/A   N/A   N/A
Douglas G. Herring
  N/A   N/A   3($12.5 bil)   N/A   N/A   N/A
Gyeong Kim
  N/A   N/A   1 ($27 mil)   N/A   N/A   N/A
Adriana R. Posada
  N/A   N/A   2 ($6.5 bil)   N/A   N/A   N/A
William F. Quinn
  N/A   N/A   3 ($12.5 bil)   N/A   N/A   N/A
Patrick A. Sporl
  N/A   N/A   1 ($27 mil)   N/A   N/A   N/A
Cynthia Thatcher
  N/A   N/A   1 ($2.0 bil)   N/A   N/A   N/A
 
                       
Barrow, Hanley, Mewhinney & Strauss, Inc.
James P. Barrow
  13 ($32.5 bil)   N/A   27 ($3.0 bil)   3 ($31.8 bil)   N/A   N/A
Mark Giambrone
  9 ($3.9 bil)   N/A   15 ($967.7 mil)   1 ($3.5 bil)   N/A   N/A
James S. McClure
  3 ($386.6 mil)   N/A   16 ($737.9 mil)   N/A   N/A   N/A
John P. Harloe
  3 ($386.6 mil)   N/A   16 ($737.9 mil)   N/A   N/A   N/A
John S. Williams
  8 ($125.8 mil)   1 ($70.8 mil)   90 ($4.0 bil)   N/A   N/A   1 ($605.9 mil)
David R. Hardin
  8 ($125.8 mil)   1 ($70.8 mil)   90 ($4.0 bil)   N/A   N/A   1 ($605.9 mil)
J. Scott McDonald
  8 ($125.8 mil)   1 ($70.8 mil)   90 ($4.0 bil)   N/A   N/A   1 ($605.9 mil)
Mark C. Luchsinger
  8 ($125.8 mil)   1 ($70.8 mil)   90 ($4.0 bil)   N/A   N/A   1 ($605.9 mil)
Deborah A. Petruzzelli
  8 ($125.8 mil)   1 ($70.8 mil)   90 ($4.0 bil)   N/A   N/A   1 ($605.9 mil)
 
                       
BlackRock Advisors, LLC
Jeffrey L. Russo
  11 ($7.6 bil)   27 ($15.7 bil)   36 ($48.7 bil)   1* ($186.4 mil)   3* ($1.2 bil)   2 ($1.9 bil)
Debra L. Jelilian
  16 ($8.5 bil)   16 ($12.2 bil)   26 ($41.3 bil)   1* ($186.4 mil)   3* ($1.2 bil)   2 ($1.9 bil)
* A portion of the assets in the master fund of a master-feeder structure are subject to a performance fee.
 
                       
Brandywine Global Investment Management, LLC
Henry Otto
  1 ($250.4 mil)   5 ($684.7 mil)   31 ($3.2 bil)   N/A   N/A   5 ($789.2 mil)
Steve Tonkovich
  1 ($250.4 mil)   5 ($684.7 mil)   31 ($3.2 bil   N/A   N/A   5 ($789.2 mil)

33


 

                         
    Number of Other Accounts Managed   Number of Accounts and Assets for Which
    and Assets by Account Type   Advisory Fee is Performance-Based
Name of   Registered   Other Pooled       Registered   Other Pooled    
Investment Advisor   Investment   Investment   Other   Investment   Investment   Other
and Portfolio Manager   Companies   Vehicles   accounts   Companies   Vehicles   accounts
Paul Lesutis
  1 ($21.0 mil)   2 ($98.3 mil)   65 ($2.9 bil)   N/A   N/A   2 ($66.1 mil)
Earl Gaskins
  1 ($21.0 mil)   2 ($98.3 mil)   65 ($2.9 bil)   N/A   N/A   2 ($66.1 mil)
Steve Smith
  1 ($60.4 mil)   19 ($2.0 bil)   104 ($14.6 bil)   N/A   N/A   12 ($2.4 bil))
 
                       
Brown Brothers Harriman & Co.
James J. Evans
  2 ($600 mil)   N/A   38 ($4.0 bil)   N/A   N/A   2 ($1.3 bil)
 
                       
Calamos Advisors, LLC
John P. Calamos, Sr.
  18 ($33.9 bil)   3 ($163.6 mil)   23,617 ($10.6 bil)   1 ($331.3 mil)   2 ($98.4 mil)   1 ($9.2 mil)
Nick P. Calamos
  18 ($33.9 bil)   3 ($163.6 mil)   23,617 ($10.6 bil)   1 ($331.3 mil)   2 ($98.4 mil)   1 ($9.2 mil)
John P. Calamos, Jr.
  7 ($18.5 bil)   2 ($85.4 mil)   23,617 ($10.3 bil)   N/A   2 ($98.4 mil)   1 ($9.2 mil)
 
                       
Causeway Capital Management LLC
Sarah H. Ketterer
  4 ($6.0 bil)   7 ($1.8 bil)   66 ($8.5 bil)   N/A   N/A   2 ($0.7 bil)
Harry W. Hartford
  4 ($6.0 bil)   7 ($1.8 bil)   67 ($8.5 bil)   N/A   N/A   2 ($0.7 bil)
James A. Doyle
  4 ($6.0 bil)   7 ($1.8 bil)   68 ($8.5 bil)   N/A   N/A   2 ($0.7 bil)
Jonathan P. Eng
  4 ($6.0 bil)   7 ($1.8 bil)   62 ($8.5 bil)   N/A   N/A   2 ($0.7 bil)
Kevin Durkin
  4 ($6.0 bil)   7 ($1.8 bil)   61 ($8.5 bil)   N/A   N/A   2 ($0.7 bil)
 
                       
Dreman Value Management, LLC
David N. Dreman
  19 ($15.7 bil)   3 ($60.0 mil)   114($4.1 bil)   N/A   3 ($60.0 mil)   N/A
E. Clifton Hoover, Jr.
  13 ($15.3 bil)   N/A   N/A   N/A   N/A   N/A
Mark Roach
  9 ($2.8 bil)   N/A   N/A   N/A   N/A   N/A
 
                       
Franklin Advisers, Inc.
Eric Takaha
  7 ($6.1 bil)   N/A   3 ($56.4 mil)   N/   A N/A   N/A
Chris Molumphy
  11 ($7.2 bil)   N/A   3 ($163.7 mil)   N/   A N/A   N/A
Glenn Voyles
  2 ($0.6 bil)   N/A   1 ($10.4 mil)   N/   A N/A   N/A
 
                       
Goldman Sachs Asset Management, L.P.
Melissa Brown
  72 ($21.5 bil)   37 ($20.3 bil)   636 ($64.9 bil)   N/A   N/A   46 ($13.3 bil)
Gary Chropuvka
  72 ($21.5 bil)   37 ($20.3 bil)   636 ($64.9 bil)   N/A   N/A   46 ($13.3 bil)
 
                       
Hotchkis and Wiley Capital Management, LLC
Patty McKenna
  15 ($13.8 bil)   10 ($1.4 bil)   162 ($18.0 bil)   1 ($2.5 bil)   N/A   7 ($1.2 bil)
Sheldon Lieberman
  15 ($13.8 bil)   10 ($1.4 bil)   162 ($18.0 bil)   1 ($2.5 bil)   N/A   7 ($1.2 bil)
George Davis
  15 ($13.8 bil)   10 ($1.4 bil)   162 ($18.0 bil)   1 ($2.5 bil)   N/A   7 ($1.2 bil)
Stan Majcher
  15 ($13.8 bil)   10 ($1.4 bil)   162 ($18.0 bil)   1 ($2.5 bil)   N/A   7 ($1.2 bil)
David Green
  15 ($13.8 bil)   10 ($1.4 bil)   162 ($18.0 bil)   1 ($2.5 bil)   N/A   7 ($1.2 bil)
Jim Miles
  15 ($13.8 bil)   10 ($1.4 bil)   162 ($18.0 bil)   1 ($2.5 bil)   N/A   7 ($1.2 bil)
 
                       
Lazard Asset Management LLC
John Reinsberg
  15 ($3.2 bil)   31 ($635.0 mil)   1064 ($19.2 bil)   N/A   N/A   N/A
Michael A. Bennett
  10 ($3.2 bil)   25 ($211.0 mil)   1043 ($17.9 bil)   N/A   N/A   N/A
Michael G. Fry
  10 ($3.2 bil)   54 ($1.4 bil)   1245 ($28.8 bil)   N/A   N/A   N/A
 
                       
Metropolitan West Capital Management, LLC — Large Cap Value Fund
Investment Team (Howard Gleicher, Gary W. Lisenbee, David M. Graham, Jeffrey Peck, Jay Cunningham)
  1 ($11.1 mil)   3 ($311.5 mil)   452 ($6.1 bil)   N/A   N/A   1 ($9.0 mil)
 
                       
Metropolitan West Capital Management, LLC — Small Cap Value Fund
Investment Team (Gary W. Lisenbee, Samir Sikka, Ellie Chizmarova)
  5 ($604.8 mil)   7 ($95.0 mil)   5 ($33.0 mil)   N/A   N/A   N/A
 
                       
Morgan Stanley Investment Management Inc.
Ruchir Sharma
  9 ($7.6 bil)   1 ($844.0 mil)   5 ($3.5 bil)   N/A   N/A   1 ($833.0 mil)
Paul Psaila
  5 ($3.5 bil)   1 ($403.0 mil)   2 ($213.0 mil)   N/A   N/A   N/A)
James Cheng
  7 ($4.4bil)   N/A   2 ($874.0 mil)   N/A   N/A   N/A
Eric Carlson
  4 ($3.0 bil)   N/A   N/A   N/A   N/A   N/A
William Scott Piper
  4 ($3.0 bil)   N/A   4 ($1.6 bil)   N/A   N/A   2 ($635.0 mil)
Ana Cristina Piedrahita
  5 ($3.7 bil)   N/A   4 ($1.6 bil)   N/A   N/A   2 ($635.0 mil)
 
                       
NISA Investment Advisors, LLC
Jess Yawitz
  N/A   N/A   80 ($28.8 bil)   N/A   N/A   6 ($1.4 bil)
William Marshall
  N/A   N/A   80 ($28.8 bil)   N/A   N/A   6 ($1.4 bil)
Ken Lester
  N/A   N/A   58 ($21.5 bil)   N/A   N/A   5 ($1.2 bil)

34


 

                         
    Number of Other Accounts Managed   Number of Accounts and Assets for Which
    and Assets by Account Type   Advisory Fee is Performance-Based
Name of   Registered   Other Pooled       Registered   Other Pooled    
Investment Advisor   Investment   Investment   Other   Investment   Investment   Other
and Portfolio Manager   Companies   Vehicles   accounts   Companies   Vehicles   accounts
Mohan Balachandran
  N/A   N/A   58 ($21.5 bil)   N/A   N/A   5 ($1.2 bil)
Anthony Pope
  N/A   N/A   58 ($21.5 bil)   N/A   N/A   5 ($1.2 bil)
Note: The number of accounts reflects the number of clients; NISA manages multiple portfolios for several clients.
 
                       
Opus Capital Group, LLC
Len A. Haussler
  N/A   N/A   185 ($508 mil)   N/A   N/A   N/A
Kevin P. Whelan
  N/A   N/A   185 ($508 mil)   N/A   N/A   N/A
Jonathon M. Detter
  N/A   N/A   185 ($508 mil)   N/A   N/A   N/A
 
                       
PanAgora Asset Management, Inc.
Brian R. Bruce
  2 ($200.0 mil)   3 ($419.4 mil)   15 ($2.4 bil)   N/A   N/A   N/A
Richard T. Wilk
  2 ($200.0 mil)   3 ($419.4 mil)   15 ($2.4 bil)   N/A   N/A   N/A
John W. Griffin
  1 ($4.8 mil)   3 ($419.4 mil)   15 ($2.4 bil)   N/A   N/A   N/A
George D. Mussalli
  4 ($286.9 mil)   8 ($1.2 bil)   49 ($8.1 bil)   N/A   N/A   N/A
 
                       
Post Advisory Group, LLC
Larry Post
  6 ($1.4 bil)   8 ($1.4 bil)   52 ($6.2 bil)   N/A   7 ($1.2 bil)   14 ($1.2 bil)
Allan Schweitzer (co-manager)
  6 ($1.4 bil)   3 ($540 mil)   45 ($5.7 bil)   N/A   2 ($363 mil)   7 ($787 mil)
 
                       
Pzena Investment Management, LLC
Richard S. Pzena
  9 ($9.3 bil)   108 ($3.0 bil)   439 ($12.4 bil)   N/A   1 ($11.9 bil))   12 ($1.9 bil))
John Goetz
  11 ($9.4 bil)   118 ($3.9 bil)   440 ($12.5 bil)   N/A   1 ($11.9 bil))   12 ($1.9 bil))
Manoj Tandon
  N/A   1 ($10.7 bil)   12 ($467.7 mil)   N/A   N/A   N/A
 
                       
SSgA Funds Management, Inc. — Equity 500 Index Portfolio
James May
  44 ($31.1 bil)   384 ($289.1 bil)   106 ($95.0 bil)   N/A   N/A   N/A
Karl Schneider
  44 ($31.1 bil)   384 ($289.1 bil)   106 ($95.0 bil)   N/A   N/A   N/A
 
                       
SSgA Funds Management, Inc. — Small Cap Value Fund
Ric Thomas
  9 ($1.2 bil)   42 ($51.9 bil)   63 ($32.1 bil)   N/A   37 ($50.7 bil)   27 ($17.1 bil)
Chuck Martin
  9 ($1.2 bil)   42 ($51.9 bil)   63 ($32.1 bil)   N/A   37 ($50.7 bil)   27 ($17.1 bil)
 
                       
Templeton Investment Counsel, LLC
Gary Motyl
  4 ($6.5 bil)   N/A   14 ($5.9 bil)   N/A   N/A   N/A
 
                       
The Boston Company Asset Management, LLC
D. Kirk Henry
  11 ($4.9 bil)   8 ($5.0 bil)   55 ($16.8 bil)   N/A   N/A   1 ($323.0 mil)
Clifford A. Smith
  11 ($4.9 bil)   8 ($5.0 bil)   55 ($16.8 bil)   N/A   N/A   1 ($323.0 mil)
Carolyn M. Kedersha
  11 ($4.9 bil)   8 ($5.0 bil)   55 ($16.8 bil)   N/A   N/A   1 ($323.0 mil)
Joseph M. Corrado
  2 ($1.4 bil)   2 ($98.0 mil)   15 ($726.0 mil)   N/A   N/A   N/A
Stephanie K. Brandaleone
  2 ($1.4 bil)   2 ($98.0 mil)   15 ($726.0 mil)   N/A   N/A   N/A
Edward R. Walter
  2 ($1.4 bil)   2 ($98.0 mil)   15 ($726.0 mil)   N/A   N/A   N/A
 
                       
The Renaissance Group LLC
Michael E. Schroer
  2 ($143.7 mil)   N/A   379 ($3.7 bil)   N/A   N/A   N/A
Conflicts of Interest
     As noted in the table above, the Portfolio Managers manage accounts other than the Funds and Portfolios. This side-by-side management may present potential conflicts between a Portfolio Manager’s management of a Fund’s investments, on the one hand, and the investments of the other accounts, on the other hand. Set forth below is a description by the Manager, each sub-advisor and investment advisor to the Index Portfolios of any foreseeable material conflicts of interest that may arise from the concurrent management of Funds and other accounts as of the end of each Fund’s most recent fiscal year. The information regarding potential conflicts of interest of the sub-advisors was provided by each firm.

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      The Manager The Manager’s Portfolio Managers are responsible for managing one or more of the Funds and other accounts, including separate accounts and unregistered funds. The Manager typically assigns Funds and accounts with similar investment strategies to the same Portfolio Manager to mitigate the potentially conflicting investment strategies of accounts. Other than potential conflicts between investment strategies, the side-by-side management of both the Funds and other accounts may raise potential conflicts of interest due to the interest held by the Manager or one of its affiliates in an account and certain trading practices used by the Portfolio Managers (e.g., cross trades between a Fund and another account and allocation of aggregated trades). The Manager has developed policies and procedures reasonably designed to mitigate those conflicts. In particular, the Manager has adopted policies limiting the ability of Portfolio Managers to cross securities between a Fund and a separate account and policies designed to ensure the fair allocation of securities purchased on an aggregated basis.
     Portfolio Managers of the Manager with responsibility for the non-Money Market Funds are also responsible for managing, among other accounts, the pension assets for AMR Corporation and its subsidiaries (“AMR Pension Accounts”). These Portfolio Managers oversee fixed income assets managed internally by the Manager as well as equity and fixed income assets managed externally by sub-advisors who invest the assets of the Funds and AMR Pension Accounts. The same investment process and overall investment strategies are used for both the Funds and the AMR Pension Accounts. Potential conflicts of interest may occur when the Manager’s Portfolio Managers allocate Fund assets to internal fixed income Portfolio Managers rather than external Portfolio Managers, since the Manager has the potential to earn more fees under this scenario. This potential conflict of interest is disclosed to the Board in connection with the process of approving the Manager as an investment advisor to the Funds.
      Barrow, Hanley, Mewhinney & Strauss, Inc. (“Barrow”) Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account (including the Fund(s)). Barrow manages potential conflicts between funds or with other types of accounts through allocation policies and procedures, internal review processes and oversight by directors and independent third parties to ensure that no client, regardless of type or fee structure, is intentionally favored at the expense of another. Allocation policies are designed to address potential conflicts in situations where two or more funds or accounts participate in investment decisions involving the same securities.
      BlackRock Real, potential or apparent conflicts of interest may arise when a Portfolio Manager has day-today portfolio management responsibilities with respect to more than one fund or account, including the following:
     Certain investments may be appropriate for the Index Trust Portfolios and also for other clients advised by BlackRock and its affiliates, including other client accounts managed by an Index Trust Portfolio’s portfolio management team. Investment decisions for an Index Trust Portfolio and other clients are made with a view to achieving their respective investment objectives and after consideration of such factors as their current holdings, availability of cash for investment and the size of their investments generally. Frequently, a particular security may be bought or sold for only one client or in different amounts and at different times for more than one but less than all clients. Likewise, because clients of BlackRock and its affiliates may have differing investment strategies, a particular security may be bought for one or more clients when one or more other clients are selling the security. The investment results for an Index Trust Portfolio may differ from the results achieved by other clients of BlackRock and its affiliates and results among clients may differ. In addition, purchases or sales of the same security may be made for two or more clients on the same day. In such event, such transactions will be allocated among the clients in a manner believed by BlackRock to be equitable to each. BlackRock will not determine allocations based on whether it receives a performance-based fee from the client. In some cases, the allocation procedure could have an adverse effect on the price or amount of the securities purchased or sold by an Index Trust Portfolio. Purchase and sale orders for an Index Trust Portfolio may be combined with those of other clients of BlackRock and its affiliates in the interest of achieving the most favorable net results to the Index Trust Portfolio.
     To the extent that each Index Trust Portfolio’s portfolio management team has responsibilities for managing accounts in addition to the Index Trust Portfolios, a Portfolio Manager will need to divide his time and attention among relevant accounts.
     In some cases, a real, potential or apparent conflict may also arise where (i) BlackRock or a portfolio manager may have an incentive, such as a performance based fee, in managing one account and not with respect to other accounts it manages or (ii) where a portfolio manager owns an interest in one fund or account he or she manages and not another.
      Brandywine Global Investment Management, LLC (“Brandywine Global”) Brandywine Global does not foresee any potentially material conflicts of interest as a result of concurrent management of the Balanced, Large

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Cap Value and Small Cap Value Funds and other accounts. Brandywine Global follows the same buy and sell discipline for all stocks across all portfolios, subject to client specific restrictions. All portfolios are managed in the same manner by the investment team. Portfolios may differ slightly due to differences in available cash, contributions and withdrawals.
      Brown Brothers Harriman & Co. (“BBH”) BBH does not foresee any potentially material conflicts of interest as a result of concurrent management of the Treasury Inflation Protected Securities Fund (“TIPS Fund”) and other accounts.
      Calamos Advisors LLC (“Calamos”) Calamos does not foresee any potentially material conflicts of interest as a result of concurrent management of the Enhanced Income Fund and other accounts.
     Potential conflicts that could arise include the allocation of investment opportunities and securities purchased among these multiple accounts. Similarly, trading in securities by Calamos personnel for their own accounts potentially could conflict with the interest of clients. Calamos does not believe that any of these potential conflicts of interest are material, and Calamos has policies and procedures in place to detect, monitor and resolve these and other potential conflicts of interest that are inherent to its business as an investment advisor.
      Causeway Capital Management LLC (“Causeway”) In addition to providing subadvisory services to a segment of the International Equity Fund (the “Fund Segment”), Causeway provides investment management services to other accounts, including corporate, pension, public, Taft-Hartley, endowment and foundation, mutual fund, charitable, private trust, wrap fee program, and other institutional clients and individuals (collectively, the “Other Accounts”). Causeway manages accounts in two main investment strategies — (i) international value equity (including socially responsible, global, concentrated, large capitalization and American Depositary Receipt sub-strategies), and (ii) international market neutral equity. Causeway manages the Fund Segment in its international value equity strategy.
     Causeway is the investment adviser and sponsor of a mutual fund (“Causeway International Value Fund”) and certain privately-offered commingled vehicles. Causeway has a seed investment in Causeway International Value Fund. All of the Portfolio Managers of the Fund Segment have personal investments in Causeway International Value Fund. Certain other Causeway employees, owners and/or affiliates also have personal investments in Causeway International Value Fund. The Portfolio Managers of the Fund Segment each own a portion of Causeway’s equity, and Ms. Ketterer and Mr. Hartford own controlling equity stakes in Causeway.
     Certain Causeway marketing and client service employees earn commissions based on revenues from Causeway’s investment advisory services to Other Accounts introduced or serviced by such employees. Causeway’s employees may from time to time invest in securities for their personal accounts that Causeway has also recommended to clients including the Fund segment. Causeway may invest client assets in securities of companies who may be clients of the firm, broker-dealers or banks used by Causeway to effect transactions for client accounts, or vendors who provide products or services to Causeway. Causeway may execute transactions for clients through broker-dealers who may also provide consulting, advisory or other services to clients of Causeway. Causeway may vote proxies of companies who are also investment advisory clients of the firm. Approximately 20% of Causeway is owned by Evercore Investments L.L.C., which is affiliated with companies in the venture capital, private equity and investment banking businesses.
     In managing the Other Accounts in the international value equity strategy, Causeway uses an investment strategy similar to that used in managing the Fund Segment, subject to certain variations in investment restrictions. Causeway purchases and sells securities for the Fund Segment that it may also recommend to Other Accounts. Causeway may at times give advice or take action with respect to certain accounts that differs from the advice given other accounts with similar investment strategies. The Other Accounts in the value equity strategy pay higher management fee rates than the Fund Segment or pay performance-based fees to Causeway.
     Causeway manages one separate account in its international market neutral equity strategy. This strategy includes investments in long and short positions in stocks, and it may invest in long or short positions in stocks held long by the Fund Segment and Other Accounts. It is Causeway’s policy, however, that it will not take short positions in securities that, at the time of the intended short sale, are held long by the Fund segment or other clients of Causeway. The market neutral separate account pays management fees of 1% per annum plus a 20% performance-based fee. The portfolio managers of the market neutral strategy receive incentive compensation based on the performance of the market neutral account. However, none of the Portfolio Managers of the Fund Segment is a portfolio manager of the market neutral strategy.

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     Actual or potential conflicts of interest may arise from Causeway’s management responsibilities with respect to Other Accounts and the other relationships described above. These responsibilities may, among other things, provide incentives to portfolio managers to devote unequal time and attention across client accounts, and the differing fees, incentives and relationships with the various accounts may provide an incentive to favor certain accounts. Causeway has written compliance policies and procedures designed to mitigate or manage these conflicts of interest. These include policies and procedures to seek fair and equitable allocation of investment opportunities (including IPOs) and trade allocations among all client accounts and policies and procedures concerning the disclosure and use of portfolio transaction information. Causeway has adopted a Code of Ethics in compliance with Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Investment Advisers Act of 1940. The Code of Ethics, among other things, restricts the personal investing activities of employees of Causeway who have access to investment recommendations made to clients (“Access Persons”). The Code of Ethics imposes additional, more onerous, restrictions on employees who render investment advice (“Investment Personnel”). Among other things, the Code:
    requires preclearance of trades through Compliance clearing officers, including for the Fund Segment and any other mutual funds advised or subadvised by Causeway,
 
    prohibits new purchases of stocks held in client accounts,
 
    imposes a seven day blackout for Investment Personnel on securities being transacted for client accounts,
 
    imposes a 60-day short-term trading profit prohibition for Investment Personnel,
 
    prohibits market timing in the Fund Segment or any other funds advised or subadvised by Causeway,
 
    imposes a 60-day short-term trading profit prohibition for all employees investing in the Fund Segment or other funds advised or subadvised by Causeway, and
 
    requires duplicate broker statements to be delivered to Causeway’s Compliance department.
     There is no guarantee that any such policies or procedures will cover every situation in which a conflict of interest arises.
      Dreman Value Management, LLC (“Dreman”) Dreman manages clients’ accounts using a contrarian value investment strategy. For both its large capitalization and small capitalization strategies, Dreman utilizes a model portfolio and rebalances client accounts whenever changes are made to the model portfolio. In addition, Dreman aggregates its trades and allocates the trades to all client accounts in an equitable manner. Dreman strongly believes aggregating its orders protect all clients from being disadvantaged by price or time execution. The model portfolio approach and the trade aggregation policy of Dreman eliminates any potential or apparent conflicts of interest that could arise when a Portfolio Manager has day-to-day portfolio management responsibilities with respect to more than one fund or account. Dreman does not receive any performance-based fees from any of its accounts with the exception of a hedge fund that is managed by an affiliated firm. However, the hedge fund is treated like any other client account and trades done for the hedge fund are generally aggregated with trades done for Dreman’s regular client accounts. Dreman’s investment professionals are compensated in the same manner for all client accounts irrespective of the type of account.
      Franklin Advisers, Inc. (“Franklin”) Franklin does not foresee any potentially material conflicts of interest as a result of concurrent management of the High Yield Bond Fund and other accounts.
      Goldman Sachs Asset Management, L.P. (“GSAM”) GSAM’s Portfolio Managers are responsible for managing the Fund as well as other accounts, including proprietary accounts, separate accounts and other pooled investment vehicles, such as unregistered hedge funds. A Portfolio Manager may manage a separate account or other pooled investment vehicle that may have materially higher fee arrangements than the Fund and may also have a performance-based fee. The side-by-side management of these funds may raise potential conflicts of interest relating to cross trading, the allocation of investment opportunities and the aggregation and allocation of trades.
     GSAM has a fiduciary responsibility to manage all client accounts in a fair and equitable manner. It seeks to provide best execution of all securities transactions and aggregate and then allocate securities to client accounts in a fair and timely manner. To this end, GSAM has developed policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise from side-by-side management. In addition, GSAM has adopted policies limiting the circumstances under which cross trades may be effected between a Fund and another client account. GSAM conducts periodic reviews of trades for consistency with these policies.

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      Hotchkis and Wiley Capital Management, LLC (“Hotchkis”) The Balanced (equity portion), Large Cap Value and Small Cap Value Funds are managed by Hotchkis’ investment team (“Investment Team”). The Investment Team also manages institutional accounts and other mutual funds in several different investment strategies. The portfolios within an investment strategy are managed using a target portfolio; however, each portfolio may have different restrictions, cash flows, tax and other relevant considerations which may preclude a portfolio from participating in certain transactions for that investment strategy. Consequently, the performance of portfolios may vary due to these different considerations. The Investment Team may place transactions for one investment strategy that are directly or indirectly contrary to investment decisions made on behalf of another investment strategy. Hotchkis may be restricted from purchasing more than a limited percentage of the outstanding shares of a company. If a company is a viable investment for more than one investment strategy, Hotchkis has adopted policies and procedures reasonably designed to ensure that all of its clients are treated fairly and equitably.
     Different types of accounts and investment strategies may have different fee structures. Additionally, certain accounts pay Hotchkis performance-based fees, which may vary depending on how well the account performs compared to a benchmark. Because such fee arrangements have the potential to create an incentive for Hotchkis to favor such accounts in making investment decisions and allocations, Hotchkis has adopted polices and procedures reasonably designed to ensure that all of its clients are treated fairly and equitably, including in respect of allocation decisions, such as initial public offerings.
     Since all accounts are managed to a target portfolio by the Investment Team, adequate time and resources are consistently applied to all accounts in the same investment strategy.
      Lazard Asset Management LLC (“Lazard”) Lazard’s Portfolio Managers manage multiple accounts for a diverse client base, including private clients, institutions and investment funds. Lazard manages all portfolios on a team basis. The team is involved at all levels of the investment process. This team approach allows for every portfolio manager to benefit from his/her peers, and for clients to receive the firm’s best thinking, not that of a single portfolio manager. Lazard manages all like investment mandates against a model portfolio. Specific client objectives, guidelines or limitations then are applied against the model, and any necessary adjustments are made.
     Although the potential for conflicts of interest exist because Lazard and the Portfolio Managers manage other accounts with similar investment objectives and strategies as the International Equity Fund (“Similar Accounts”), Lazard has procedures in place that are designed to ensure that all accounts are treated fairly and that the Fund is not disadvantaged, including procedures regarding trade allocations and “conflicting trades” (e.g., long and short positions in the same security, as described below). In addition, the Fund, as a registered investment company, is subject to different regulations than certain of the Similar Accounts, and, consequently, may not be permitted to engage in all the investment techniques or transactions, or to engage in such techniques or transactions to the same degree, as the Similar Accounts.
     Potential conflicts of interest may arise because of Lazard’s management of the Fund and Similar Accounts. For example, conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of limited investment opportunities, as Lazard may be perceived as causing accounts it manages to participate in an offering to increase Lazard’s overall allocation of securities in that offering, or to increase Lazard’s ability to participate in future offerings by the same underwriter or issuer. Allocations of bunched trades, particularly trade orders that were only partially filled due to limited availability, and allocation of investment opportunities generally, could raise a potential conflict of interest, as Lazard may have an incentive to allocate securities that are expected to increase in value to preferred accounts. Initial public offerings, in particular, are frequently of very limited availability. Additionally, Portfolio Managers may be perceived to have a conflict of interest because of the large number of Similar Accounts, in addition to the Fund, that they are managing on behalf of Lazard. Although Lazard does not track each individual Portfolio Manager’s time dedicated to each account, Lazard periodically reviews each Portfolio Manager’s overall responsibilities to ensure that they are able to allocate the necessary time and resources to effectively manage the Fund. In addition, Lazard could be viewed as having a conflict of interest to the extent that Lazard and/or its Portfolio Managers have a materially larger investment in a Similar Account than their investment in the Fund.
     A potential conflict of interest may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by the other account, or when a sale in one account lowers the sale price received in a sale by a second account. Lazard manages hedge funds that are subject to performance/incentive fees. Certain hedge funds managed by Lazard may also be permitted to sell securities short. When Lazard engages in short sales of securities of the type in which the Fund invests, Lazard could be seen as harming the performance of the Fund for the benefit of the account

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engaging in short sales if the short sales cause the market value of the securities to fall. As described above, Lazard has procedures in place to address these conflicts. Additionally, Lazard currently does not have any portfolio managers that manage both hedge funds that engage in short sales and long-only accounts, including open-end and closed-end registered investment companies.
      Metropolitan West Capital Management, LLC (“MetWest Capital”) MetWest Capital’s Portfolio Managers generally face two types of conflicts of interest: (1) conflicts between and among the interests of the various accounts they manage, and (2) conflicts between the interests of the accounts they manage and their own personal interests. The policies of MetWest Capital require that portfolio managers treat all accounts they manage equitably and fairly in the face of such real or potential conflicts.
     The management of multiple funds and other accounts may require the portfolio manager to devote less than all of his or her time to a fund, particularly if the funds and accounts have different objectives, benchmarks and time horizons. The portfolio manager may also be required to allocate his or her investment ideas across multiple funds and accounts. In addition, if a portfolio manager identifies a limited investment opportunity, such as an initial public offering that may be suitable for more than one fund or other account, a fund may not be able to take full advantage of that opportunity due to an allocation of that investment across all eligible funds and accounts. Further, security purchase and sale orders for multiple accounts often are aggregated for purpose of execution. Although such aggregation generally benefits clients, it may cause the price or brokerage costs to be less favorable to a particular client than if similar transactions were not being executed concurrently for other accounts. It may also happen that a fund’s advisor or sub-advisor will determine that it would be in the best interest, and consistent with the investment policies, of another account to sell a security (including by means of a short sale) that a fund holds long, potentially resulting in a decrease in the market value of the security held by the fund.
     As noted above, portfolio managers may also experience certain conflicts between the interests of the accounts they manage and their own personal interests (which may include interests in advantaging MetWest Capital). The structure of a portfolio manager’s or an investment advisor’s compensation may create an incentive for the manager or advisor to favor accounts whose performance has a greater impact on such compensation. The portfolio manager may, for example, have an incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor such accounts. Similarly, if a portfolio manager holds a larger personal investment in one fund than he or she does in another, the portfolio manager may have an incentive to favor the fund in which he or she holds a larger stake.
     In general, MetWest Capital has policies and procedures to address the various potential conflicts of interest described above. It has policies and procedures designed to ensure that portfolio managers have sufficient time and resources to devote to the various accounts they manage. Similarly, it has policies and procedures designed to ensure that investments and investment opportunities are allocated fairly across accounts, and that the interests of client accounts are placed ahead of a portfolio manager’s personal interests. However, there is no guarantee that such procedures will detect or address each and every situation where a conflict arises.
      Morgan Stanley Investment Management Inc. (“MSIM Inc.”) Because the Portfolio Managers manage assets for other investment companies, pooled investment vehicles, and/or other accounts (including institutional clients, pension plans and certain high net worth individuals), there may be an incentive to favor one client over another resulting in conflicts of interest. For instance, MSIM Inc. may receive fees from certain accounts that are higher than the fee it receives from the Emerging Markets Fund, or it may receive a performance-based fee on certain accounts. In those instances, the Portfolio Managers may have an incentive to favor the higher and/or performance-based fee accounts over the Fund. MSIM Inc. has adopted trade allocation and other policies and procedures that it believes are reasonably designed to address these and other conflicts of interest.
      NISA Investment Advisors, LLC (“NISA”) NISA provides similar services to accounts other than the TIPS Fund. The advice given and timing of services to the TIPS Fund may not necessarily relate to, and may differ from, the advice given and/or timing of NISA’s services to other accounts. Securities purchased for the TIPS Fund are generally limited to inflation-indexed securities issued by the U.S. Treasury or other U.S. Government Agency . NISA believes that the market for such securities, particularly those held in the TIPS Fund, is sufficiently liquid to accommodate transactions for the Fund and other accounts managed by NISA with little market impact.
      Opus Capital Group, LLC (“Opus”) Opus does not foresee any potentially material conflicts of interest as a result of concurrent management of the Small Cap Value Fund and other accounts.

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      PanAgora Asset Management, Inc. (“PanAgora”) PanAgora’s portfolio management team is responsible for managing the Fund and other accounts, including separate accounts and unregistered funds. PanAgora typically assigns Funds and accounts with similar investment strategies to the same team to mitigate the potentially conflicting investment strategies of accounts. Other than potential conflicts between investment strategies, the side-by-side management of both the Fund and other accounts may raise potential conflicts of interest due to the interest held by PanAgora in an account and certain trading practices used by the portfolio management team (e.g., cross trades between the Fund and another account and allocation of aggregated trades). PanAgora has developed policies and procedures reasonably designed to mitigate those conflicts. In particular, PanAgora has adopted policies limiting its ability to cross securities between the Fund and a separate account and policies designed to ensure the fair allocation of securities purchased on an aggregated basis.
      Post Advisory Group, LLC (“Post”) Post and its respective affiliates expect to advise other clients and funds, whose accounts may purchase or sell the same securities as the High Yield Bond Fund. In addition, Post or its affiliates may organize other domestic or offshore funds, which may be managed by Post or such affiliates and which may have investment objectives substantially similar to those of the High Yield Bond Fund. Post or its affiliates may also manage other funds and accounts that may purchase or sell the same securities as the High Yield Bond Fund and may seek investment opportunities that may be of interest to the High Yield Bond Fund. In managing such funds and accounts, conflicts of interest may arise. Post’s investment allocations are designed to provide a fair allocation of purchases and sales of securities among the various accounts managed by Post and to ensure compliance with appropriate regulatory requirements.
     Potential conflicts of interest may exist in instances in which Post or its affiliates determine that a specific transaction in a security is appropriate for a specific account based upon numerous factors including, among other things, investment objectives, investment strategies or restrictions, while other accounts managed by Post or its affiliates may hold or take the opposite position in the security in accordance with those accounts’ investment objectives, strategies and restrictions.
     To the extent permitted by applicable law, Post may aggregate the trade orders of the High Yield Bond Fund with the trade orders of Post for other accounts managed by Post or its affiliates.
     Post’s policies and procedures are intended to result in fairness over time, but may not produce mathematical precision in the allocation of individual purchases and sales of securities because of, among other things, the nature of the fixed income market and the transaction costs that may be incurred in doing so. Post’s policies and procedures are also intended to be consistent with its duty to seek the best execution obtainable under the circumstances for all accounts under its management.
     Post’s key principals may face demands on their time other than the demands of the High Yield Bond Fund. Such key principals will devote the amount of time that each of them deems to be necessary to carry out the investment activities of the High Yield Bond Fund. While serving as key principals, such key principals will engage in the same or similar trading strategies for the accounts managed by Post and its affiliates or others as those of the High Yield Bond Fund. Such key principals receive salaries and other compensation from their employment with Post, and Post may receive fees and other compensation for the services it provides.
     Employees of Post may engage in personal investment activities that could involve a conflict of interest with the investment activities of the High Yield Bond Fund. Post’s Code of Ethics involves procedures and policies intended to minimize any such conflicts of interest.
      Pzena Investment Management, LLC (“Pzena”) In Pzena’s view, conflicts of interest may arise in managing the Mid-Cap Value Fund’s portfolio investment, on the one hand, and the portfolios of Pzena’s other clients and/or accounts (together “Accounts”), on the other. Set forth below is a brief description of some of the material conflicts that may arise and Pzena’s policy or procedure for handling them. Although Pzena has designed such procedures to prevent and address conflicts, there is no guarantee that such procedures will detect every situation in which a conflict arises.
     The management of multiple Accounts inherently means there may be competing interests for the portfolio management team’s time and attention. Pzena seeks to minimize this by utilizing one investment approach (i.e., classic value investing), and by managing all Accounts on a product specific basis. Thus, all mid cap value Accounts, whether they be Fund accounts, institutional accounts or individual accounts are managed using the same investment discipline, strategy and proprietary investment model as the Fund.

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     If the portfolio management team identifies a limited investment opportunity that may be suitable for more than one Account, the Fund may not be able to take full advantage of that opportunity. However, Pzena has adopted procedures for allocating portfolio transactions across Accounts that are designed to ensure each Account is treated fairly. First, all orders are allocated among portfolios of the same or similar mandates at the time of trade creation/ initial order preparation. Factors affecting allocations include availability of cash to existence of client imposed trading restrictions or prohibitions, and the tax status of the account. The only changes to the allocations made at the time of the creation of the order, are if there is a partial fill for an order. Depending upon the size of the execution, Pzena may choose to allocate the executed shares through pro-rata breakdown, or on a random basis. As with all trade allocations, each Account generally receives pro rata allocations of any hot issue or IPO security that is appropriate for its investment objective. Permissible reasons for excluding an account from an otherwise acceptable IPO or hot issue investment include the account having National Association of Securities Dealers restricted person status, lack of available cash to make the purchase, or a client imposed trading prohibition on IPOs or on the business of the issuer.
     With respect to securities transactions for the Accounts, Pzena determines which broker to use to execute each order, consistent with its duty to seek best execution. Pzena will bunch or aggregate like orders where to do so will be beneficial to the Accounts. However, with respect to certain Accounts, Pzena may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, Pzena may place separate, non-simultaneous, transactions for the Fund and another Account which may temporarily affect the market price of the security or the execution of the transaction to the detriment of one or the other.
     Conflicts of interest may arise when members of the portfolio management team transact personally in securities investments made or to be made for the Fund or other Accounts. To address this, Pzena has adopted a written Code of Ethics designed to prevent and detect personal trading activities that may interfere or conflict with client interests (including Fund shareholders’ interests) or its current investment strategy.
     Pzena manages some Accounts under performance based fee arrangements. Pzena recognizes that this type of incentive compensation creates the risk for potential conflicts of interest. This structure may create an inherent pressure to allocate investments having a greater potential for higher returns to accounts of those clients paying the higher performance fee. To prevent conflicts of interest associated with managing accounts with different compensation structures, Pzena generally requires portfolio decisions to be made on a product specific basis. Pzena also requires pre-allocation of all client orders based on specific fee-neutral criteria set forth above. Additionally, Pzena requires average pricing of all aggregated orders. Finally, Pzena has adopted a policy prohibiting portfolio managers (and all employees) from placing the investment interests of one client or a group of clients with the same investment objectives above the investment interests of any other client or group of clients with the same or similar investment objectives.
      SSgA FM A portfolio manager may be subject to potential conflicts of interest, because he or she is responsible for other accounts in addition to the Small Cap Value Fund or Equity 500 Index Portfolio. Those conflicts may arise out of: (a) the portfolio manager’s execution of different investment strategies for various accounts; or (b) the allocation of resources or investment opportunities.
     A potential conflict of interest may arise as a result of the portfolio managers’ responsibility for multiple accounts with similar investment guidelines. Under these circumstances, a potential investment may be suitable for more than one of the portfolio manager’s accounts, but the quantity of the investment available for purchase is less than the aggregate amount the accounts would ideally devote to the opportunity.
     Similar conflicts may arise when multiple accounts seek to dispose of the same investment. The portfolio manager may also manage accounts whose objectives and policies differ from that of the Small Cap Value Fund or Equity 500 Index Portfolio. These differences may be such that under certain circumstances, trading activity appropriate for one account managed by the portfolio manager may have adverse consequences for another account managed by the portfolio manager. For example, an account may sell a significant position in a security, which could cause the market price of that security to decrease, while the fund maintained its position in that security.
     A potential conflict may arise when the portfolio manager is responsible for accounts that have different advisory fees. The difference in fees could create an incentive for the portfolio manager to favor one account over another, for example, in terms of access to investment opportunities. This conflict may be heightened if an account is subject to a performance-based fee. Another potential conflict may arise when the portfolio manager has an investment in one or more accounts that participates in transactions with other accounts. His or her investment(s)

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may create an incentive for the portfolio manager to favor one account over another. SSgA FM has adopted policies and procedures reasonably designed to address these potential material conflicts. For instance, portfolio managers within SSgA FM are normally responsible for all accounts within a certain investment discipline and do not, absent special circumstances, differentiate among the various accounts when allocating resources.
     Additionally, SSgA FM and its advisory affiliates have processes and procedures for allocating investment opportunities among portfolios that are designed to provide a fair and equitable allocation.
      Templeton Investment Counsel, LLC (“Templeton”) Templeton does not foresee any potentially material conflicts of interest as a result of concurrent management of the International Equity Fund and other accounts.
      The Boston Company Asset Management, LLC (“TBCAM”) TBCAM has implemented various policies and procedures that are intended to address the conflicts of interest that may exist or be perceived to exist at TBCAM. These conflicts may include, but are not limited to when a Portfolio Manager is responsible for the management of more than one account; the potential arises for the Portfolio Manager to favor one account over another. Generally, the risk of such conflicts of interest could increase if a Portfolio Manager has a financial incentive to favor one account over another. This disclosure statement is not intended to cover all of the conflicts that exist within TBCAM, but rather to highlight the general categories of conflicts and the associated mitigating controls. Other conflicts are addressed within the policies of TBCAM. Further, the Chief Compliance Officer of TBCAM shall maintain a Conflicts Matrix that further defines the conflicts specific to TBCAM.
     New Investment Opportunities. A Portfolio Manager could favor one account over another in allocating new investment opportunities that have limited supply, such as initial public offerings and private placements. If, for example, an initial public offering that was expected to appreciate in value significantly shortly after the offering was allocated to a single account, that account may be expected to have better investment performance than other accounts that did not receive an allocation.
  Ø   TBCAM has policies that require a Portfolio Manager to allocate such investment opportunities in an equitable manner and generally to allocate such investments proportionately among all accounts with similar investment objectives.
Compensation. A Portfolio Manager may favor an account if the Portfolio Manager’s compensation is tied to the performance of that account rather than all accounts managed by the Portfolio Manager. If, for example, the Portfolio Manager receives a bonus based upon the performance of certain accounts relative to a benchmark while other accounts are disregarded for this purpose, the Portfolio Manager will have a financial incentive to seek to have the accounts that determine the bonus achieve the best possible performance to the possible detriment of other accounts. Similarly, if TBCAM receives a performance-based advisory fee, the Portfolio Manager may favor that account, regardless of whether the performance of that account directly determines the Portfolio Manager’s compensation.
  Ø   The investment performance on specific accounts is not a factor in determining the Portfolio Manager’s compensation.
Investment Objectives. Where different accounts managed by the same Portfolio Manager have materially and potentially conflicting investment objectives or strategies, a conflict of interest may arise. For example, if a Portfolio Manager purchases a security for one account and sells the same security short for another account, such a trading pattern could potentially disadvantage either account.
  Ø   To mitigate the conflict in this scenario TBCAM has in places a restriction in the order management system and requires a written explanation from the Portfolio Manager before determining whether to lift the restriction. However, where a Portfolio Manager is responsible for accounts with differing investment objectives and policies, it is possible that the Portfolio Manager will conclude that it is in the best interest of one account to sell a portfolio security while another account continues to hold or increase the holding in such security.
Trading. A Portfolio Manager could favor one account over another in the order in which trades for the accounts are placed. If a Portfolio Manager determines to purchase a security for more than one account in an aggregate amount that may influence the market price of the security, accounts that purchased or sold the security first may receive a more favorable price than accounts that make subsequent transactions. The less liquid the market for the security or the greater the percentage that the proposed aggregate purchases or sales represent of average daily trading

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volume, the greater the potential for accounts that make subsequent purchases or sales to receive a less favorable price.
  Ø   When a Portfolio Manager intends to trade the same security for more than one account, the policies of TBCAM generally require that such trades be “bunched,” which means that the trades for the individual accounts are aggregated and each account receives the same price. Some accounts may not be eligible for bunching for contractual reasons (such as directed brokerage arrangements). Circumstances may also arise where the trader believes that bunching the orders may not result in the best possible price. Where those accounts or circumstances are involved, TBCAM will place the order in a manner intended to result in as favorable a price as possible for such client.
Personal Interest. A Portfolio Manager may favor an account if the Portfolio Manager has a beneficial interest in the account, in order to benefit a large client or to compensate a client that had poor returns. For example, if the Portfolio Manager held an interest in a mutual fund that was one of the accounts managed by the Portfolio Manager, the Portfolio Manager would have an economic incentive to favor the account in which the Portfolio Manager held an interest.
  Ø   All accounts with the same or similar investment objectives are part of a trading group. All accounts in a particular trading group are managed and traded identically taking into account client imposed restrictions or cash flows. As a result of this management and trading style an account in a trading group cannot be treated any differently than any other account in that trading group.
Outside Directorship. Employees may serve as directors, officers or general partners of certain outside entities after obtaining the appropriate approvals in compliance with the Code of Conduct and Mellon Corporate Policy on Outside Directorships and Offices. However, in view of the potential conflicts of interest and the possible liability for TBCAM, its affiliates and its employees, employees are urged to be cautious when considering serving as directors, officers, or general partners of outside entities.
  Ø   In addition to completing the reporting requirements set forth in the Mellon corporate policies, employees should ensure that their service as an outside director, officer or general partner does not interfere with the discharge of their job responsibilities and must recognize that their primary obligation is to complete their assigned responsibilities at TBCAM in a timely manner.
Personal Trading. There is an inherent conflict where a Portfolio Manager manages personal accounts alongside client accounts. Further, there is a conflict where other employees in the firm know of portfolio decisions in advance of trade execution and could potentially use this information to their advantage and to the disadvantage of TBCAM’s clients.
  Ø   Subject to the personal Securities Trading Policy, employees of TBCAM may buy and sell securities which are recommended to its clients; however, no employee is permitted to do so (a) where such purchase or sale would affect the market price of such securities, or (b) in anticipation of the effect of such recommendation on the market price.
 
  Ø   Consistent with the Securities Trading Policy relating to Investment Employees (which includes all Access Persons), approval will be denied for sales/purchases of securities for which investment transactions are pending and, at minimum, for two business days after transactions for the security were completed for client accounts. Portfolio Managers are prohibited from trading in a security for seven days before and after transactions in that security are completed for client accounts managed by that Portfolio Manager.
      The Renaissance Group LLC (“Renaissance”) Renaissance does not foresee any potentially material conflicts of interest as a result of concurrent management of the Large Cap Growth Fund and other accounts.
Compensation
     The Portfolio Managers are compensated in various forms by their respective investment advisor. Following is a description provided by each investment advisor regarding the structure of and criteria for determining the compensation of each Portfolio Manager.
      The Manager Compensation of the Manager’s Portfolio Managers is comprised of base salary, annual cash bonus, and in some cases, stock appreciation rights awards. Each Portfolio Manager’s base annual salary is fixed. The Manager determines base salary based upon comparison to industry salary data. In addition, all Portfolio

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Managers participate in the Manager’s annual cash bonus plan. The amount of the total bonus pool is based upon several factors including (i) profitability of the Manager, (ii) return on equity of the Manager, and (iii) the relative investment performance of separate account assets managed for affiliates of the Manager. Each Portfolio Manager has a target bonus award expressed as a percentage of base salary, which is determined by the Portfolio Manager’s level of responsibility. Portfolio Managers are encouraged to pursue a low-volatility management approach that will provide above average returns with below average volatility. Bonus awards reflect their success in achieving this goal and other individual performance goals. Additionally, the following Portfolio Managers participate in the Manager’s stock appreciation rights plan: Kirk L. Brown, Wyatt Crumpler, Michael W. Fields, Douglas G. Herring, Adriana R. Posada, William F. Quinn, and Patrick A. Sporl. Participation in this plan is offered to senior-level personnel of the Manager, including non-Portfolio Managers. As of the end of the Funds’ fiscal year, the valuation of stock appreciation rights was based upon the growth in the Manager’s estimated stockholder’s equity and earnings before taxes, depreciation, and amortization.
      Barrow In addition to base salary, all portfolio managers and analysts share in a bonus pool that is distributed semi-annually. Analysts and portfolio managers are rated on their value added to the team-oriented investment process. Overall compensation applies with respect to all accounts managed and compensation does not differ with respect to distinct accounts managed by a portfolio manager. Compensation is not tied to a published or private benchmark. It is important to understand that contributions to the overall investment process may include not recommending securities in an analyst’s sector if there are no compelling opportunities in the industries covered by that analyst.
     The compensation of portfolio managers is not directly tied to fund performance or growth in assets for any fund or other account managed by a portfolio manager and portfolio managers are not compensated for bringing in new business. Of course, growth in assets from the appreciation of existing assets and/or growth in new assets will increase revenues and profit. The consistent, long-term growth in assets at any investment firm is to a great extent, dependent upon the success of the portfolio management team. The compensation of the portfolio management team at the Adviser will increase over time, if and when assets continue to grow through competitive performance.
      Brandywine Global All Portfolio Managers, analysts and traders receive a competitive base salary. In addition, from Brandywine Global’s profits, an initial bonus is paid quarterly and based on the performance of their investment strategies relative to the relevant peer-group universe over one-quarter, one-, three- and five-year time periods. After this performance-based incentive compensation is allocated, profits associated with individual product groups are allocated as follows: a majority is retained within the group and the remainder is allocated to a pool shared by all groups. More subjective measurements of an individual’s contributions to the success of their product group and to the overall success of Brandywine Global are considered as part of the individual allocation decision. Brandywine Global believes this system achieves its goals of retaining top-quality investment professionals, as it provides extremely competitive compensation with entrepreneurial potential, and of fostering superior performance, growth and teamwork.
      BlackRock . BlackRock’s portfolio manager compensation program is critical to its ability to attract and retain the most talented asset management professionals. This program ensures that compensation is aligned with maximizing investment returns and it provides a competitive pay opportunity for competitive performance.
      Compensation Program . The elements of total compensation for BlackRock portfolio managers are: fixed base salary, annual performance-based cash and stock compensation (cash and stock bonus) and other benefits. BlackRock has balanced these components of pay to provide portfolio managers with a powerful incentive to achieve consistently superior investment performance. By design, portfolio manager compensation levels fluctuate — both up and down — with the relative investment performance of the portfolios that they manage.
      Base Salary . Under the BlackRock approach, like that of many asset management firms, base salaries represent a relatively small portion of a portfolio manager’s total compensation. This approach serves to enhance the motivational value of the performance-based (and therefore variable) compensation elements of the compensation program.
      Performance-Based Compensation . BlackRock believes that the best interests of investors are served by recruiting and retaining exceptional asset management talent and managing their compensation within a consistent and disciplined framework that emphasizes pay for performance in the context of an intensely competitive market for talent. To that end, BlackRock portfolio manager incentive compensation is derived based on a portfolio manager’s performance of the products they manage, pre-tax investment performance relative to appropriate competitors or benchmarks over 1-, 3- and 5-year performance periods, performance relative to peers, external market conditions

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and year over year performance. In addition, portfolio manager’s compensation can be based on BlackRock’s investment performance, financial results of BlackRock, expense control, profit margins, strategic planning and implementation, quality of client service, market share, corporate reputation, capital allocation, compliance and risk control, leadership, workforce diversity, technology and innovation. All factors are considered collectively by BlackRock management.
      Cash Bonus . Performance-based compensation is distributed to portfolio managers in a combination of cash and stock. Typically, the cash bonus, when combined with base salary, represents more than 60% of total compensation for portfolio managers.
      Stock Bonus . A portion of the dollar value of the total annual performance-based bonus is paid in restricted shares of stock of BlackRock, Inc. (the “Company”). Paying a portion of annual bonuses in stock puts compensation earned by a portfolio manager for a given year “at risk” based on the Company’s ability to sustain and improve its performance over future periods. The ultimate value of stock bonuses is dependent on future Company stock price performance. As such, the stock bonus aligns each portfolio manager’s financial interests with those of the Company’s shareholders and encourages a balance between short-term goals and long-term strategic objectives. Management strongly believes that providing a significant portion of competitive performance-based compensation in stock is in the best interests of investors and shareholders. This approach ensures that portfolio managers participate as shareholders in both the “downside risk” and “upside opportunity” of the Company’s performance. Portfolio managers, therefore, have a direct incentive to protect the Company’s reputation for integrity.
      Other Benefits . Portfolio managers are also eligible to participate in broad-based plans offered generally to Company employees, including broad-based retirement, 401(k), health, and other employee benefit plans.
      BBH The Portfolio Manager is compensated in the form of salary plus discretionary bonus. The discretionary bonus is based on the profitability of BBH, the profitability of BBH’s Investment Management Division, the investment performance of portfolios managed by the Portfolio Manager, and the Portfolio Manager’s overall contribution to the firm and the division. As it relates to investment performance, there is no formulaic approach to compensation. In no case is the Portfolio Manager’s compensation tied directly to the performance of a specific account or accounts. Performance is viewed over a full market cycle and is not tied to specific time horizons. Consideration is given to: 1) performance relative to a wide range of market indices used for individual client portfolios; 2) consistency of performance across portfolios; 3) performance relative to industry/product peer groups; and 4) market environment.
      Calamos The amounts paid to portfolio managers and the criteria utilized to determine the amounts are benchmarked against specific data provided by third party analytical agencies. Investment performance, as measured by the performance across all Calamos strategies with unique benchmarks for each strategy, is utilized to determine part of the discretionary target bonus. Also, due to the Portfolio Managers’ ownership and executive management positions with Calamos Advisors and its parent company, additional corporate objectives are utilized to determine the discretionary target bonus. For 2006, additional corporate objectives included advisory fee revenue, measured by growth in revenues; marketing effectiveness, as measured by redemption rate compared to an absolute target; operating efficiencies, as measured by operating margin percentage compared to a ranking of the top operating margins of companies in the industry; and stock price performance.
      Causeway Causeway provides subadvisory services to a segment of the International Equity Fund (the “Fund Segment”). Ms. Ketterer and Mr. Hartford, the Chief Executive Officer and President of Causeway, respectively, and portfolio managers of the Fund Segment, receive annual salary and are entitled, as controlling owners of Causeway, to certain distributions of Causeway’s net profit based on their ownership interests. They do not receive incentive compensation. Messrs. Doyle, Eng and Durkin, also portfolio managers of the Fund Segment, receive salary, incentive compensation and distributions of firm net profit based on their ownership interests.
     Incentive compensation is paid in the discretion of Causeway’s Operating Committee, led by Ms. Ketterer and Mr. Hartford, weighing a variety of objective and subjective factors. No specific formula is used and incentive compensation is not based on the specific performance of any single client account managed by Causeway. The following factors are among those considered in determining incentive compensation for Messrs. Doyle, Eng and Durkin: individual research contribution, portfolio management contribution, group research contribution and client service contribution.
      Dreman Dreman has implemented a highly competitive compensation plan, which seeks to attract and retain exceptional Portfolio Managers who have demonstrated that they can consistently outperform the Small Cap Value Fund’s benchmark. The compensation plan is comprised of both a fixed component and a variable

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component. The variable component is determined by assessing the Portfolio Manager’s performance measured utilizing both quantitative and qualitative factors.
     Dreman’s Portfolio Managers are each paid a fixed base salary that is determined based on their job function and responsibilities. The base salary is deemed to be competitive with the marketplace and specifically with salaries in the financial services industry by utilizing various salary surveys compiled for the financial services industry, specifically investment advisory firms. The variable component of Dreman’s compensation plan which takes the form of a cash bonus combined with either stock appreciation rights grants or outright stock grants is discretionary and is designed to reward and retain investment professionals including Portfolio Managers and research analysts for their contributions to the Small Cap Value Fund’s performance relative to its benchmark.
     Portfolio Managers may receive equity in the form of units or fractional units of membership interest in the firm or they may receive stock appreciation rights, which enable them to participate in the growth of the firm. Dreman’s membership units are valued based on a multiple of net profits, so grants of stock appreciation rights which vest over a specified term will result in additional compensation as net profits increase. Portfolio Managers also participate in the firm’s profit sharing plan, a defined contribution plan that allows the firm to contribute up to twenty-five percent of an employee’s total compensation, subject to various regulatory limitations, to each employee’s profit sharing account. The firm’s profit sharing plan is a non-discriminatory plan that benefits all employees of the firm including both Portfolio Managers and research analysts. Contributions to Dreman’s profit sharing plan vest over a specified term. Finally, all employees of the firm, including investment professionals, receive additional fringe benefits in the form of subsidized medical and dental and group-term and life insurance coverage.
     The basis for determining the variable component of a Portfolio Manager’s total compensation is determined through a subjective process that evaluates performance against several quantitative and qualitative factors including the following:
     Quantitative factors:
  (i)   Relative ranking of the portfolio’s performance against its peers in the one, three and five year pre-tax investment performance categories as published by Lipper and Morningstar. The portfolio’s performance is evaluated against peers in its fund category and performance is ranked from one to four on a declining scale depending on the quartile in which the portfolio manager’s absolute performance falls. The Portfolio Manager is rewarded on a graduated scale for outperforming relative to his peers. The Small Cap Value Fund’s Lipper category is Small-Cap Value, and its Morningstar category is Small Value.
 
  (ii)   Relative performance of the portfolio against the pre-determined indices for the product strategy against which the portfolio’s performance is measured. The Portfolio Manager is rewarded on a graduated scale for outperforming relative to the portfolio’s benchmark index for the one, two, three, five, and seven year periods depending upon the Portfolio Manager’s tenure over the portfolio. The Small Cap Value Fund’s benchmark index is the Russell 2000 Value Index.
 
  (iii)   Performance of the portfolio measured through attribution analysis models, which analyze the Portfolio Manager’s contribution from both an asset allocation or sector allocation perspective and security selection perspective. This factor evaluates how the Portfolio Manager performs in linking performance with the client’s investment objective including investment parameters and risk and return objectives. This factor may include some qualitative characteristics.
     Qualitative factors:
  (i)   Ability to work well with other members of the investment professional team and mentor junior members,
 
  (ii)   Contributions to the organizational overall success with new product strategies, and
 
  (iii)   Other factors such as contributing to the team in a leadership role and by being responsive to requests for assistance.
      Franklin Portfolio Managers and senior professional staff are compensated with a base salary, bonus in the form of cash and restricted stock, and a deferred profit sharing plan. A component of the overall compensation package is based on a percentage of top-line firm revenue. The Portfolio Managers are awarded individual bonuses on the basis of two main factors: the 1, 3, and 5-year performance of their portfolios relative to their benchmark(s) and in light of those with similar objectives and restrictions, and a subjective factor based on their other contributions to the organization. The benchmark for the High Yield Bond Fund is the Citigroup High-Yield Market Capped Index.

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      GSAM GSAM and the GSAM Global Quantitative Equity Team’s (the “GQE Team”) compensation packages for its Portfolio Managers are comprised of a base salary and performance bonus. The performance bonus is a function of each Portfolio Manager’s individual performance; his or her contribution to the overall performance of GQE Team strategies and annual revenues in the investment strategy which in part is derived from advisory fees and for certain accounts, performance based fees.
     The performance bonus for Portfolio Managers is significantly influenced by the following criteria: (1) whether the team’s pre-tax performance exceeded performance benchmarks over a one, three and five year period; (2) whether the Portfolio Manager managed portfolios within a defined range around a targeted tracking error and risk budget; (3) consistency of performance across accounts with similar profiles; and (4) communication with other portfolio managers within the research process. In addition the other factors that are also considered when the amount of performance bonus is determined: (1) whether the team performed consistently with objectives and client commitments; (2) whether the team achieved top tier rankings and ratings; and (3) whether the team managed all similarly mandated accounts in a consistent manner. Benchmarks for measuring performance can either be broad based or narrow based indices which will vary based on client expectations. The benchmark for this Fund is the Russell 1000 Growth Index.
     GSAM and the GQE Team’s decision may also be influenced by the following: the performance of GSAM; the profitability of Goldman, Sachs & Co.; and anticipated compensation levels among competitor firms.
     In addition to base salary and performance bonus, GSAM has a number of additional benefits/deferred compensation programs for all Portfolio Managers in place including (i) a 401K program that enables employees to direct a percentage of their pretax salary and bonus income into a tax-qualified retirement plan; (ii) a profit sharing program to which Goldman Sachs & Co. makes a pretax contribution; and (iii) investment opportunity programs in which certain professionals are eligible to participate subject to certain net worth requirements. Portfolio Managers may also receive grants of restricted stock units and/or stock options as part of their compensation.
     Certain GSAM Portfolio Managers may also participate in the firm’s Partner Compensation Plan, which covers many of the firm’s senior executives. In general, under the Partner Compensation Plan, participants receive a base salary and a bonus (which may be paid in cash or in the form of an equity-based award) that is linked to Goldman Sachs’ overall financial performance.
      Hotchkis Hotchkis Portfolio Managers are compensated with a base salary and are eligible for an annual bonus. Some Portfolio Managers also are involved in client servicing, marketing and in the general management of Hotchkis and are evaluated and compensated based on these functions as well as their investment management activities.
     Hotchkis believes consistent execution of the proprietary research process results in superior, risk-adjusted portfolio returns. It is the quality of the investment professional’s execution of this process rather than the performance of particular securities that is evaluated in determining compensation. Compensation likewise is not tied to performance of the Funds or separate accounts, of specific industries within the Funds or separate accounts or to any type of asset or revenue related objective, other than to the extent that the overall revenues of Hotchkis attributable to such factors may affect the size of the Hotchkis’ overall bonus pool.
     Bonuses and salaries for investment professionals are determined by the Chief Executive Officer of Hotchkis using annual evaluations, compensation surveys, feedback from other employees and advice from members of Hotchkis’ Executive Committee and Hotchkis’ Compensation Committee. The amount of the bonus usually is shaped by the total amount of Hotchkis’ bonus pool available for the year, which is generally a function of net income, but no investment professional receives a bonus that is a pre-determined percentage of net income. The majority of the Portfolio Managers own equity in Hotchkis. Hotchkis believes that the ownership structure of the firm is a significant factor in ensuring a motivated and stable employee base.
      Lazard Lazard compensates the Portfolio Managers by a competitive salary and bonus structure, which is determined both quantitatively and qualitatively. Salary and bonus are paid in cash. Portfolio Managers are compensated on the performance of the aggregate group of portfolios managed by them rather than for a specific fund or account. Various factors are considered in the determination of a Portfolio Manager’s compensation. All of the portfolios managed by a Portfolio Manager are comprehensively evaluated to determine his or her positive and consistent performance contribution over time. Further factors include the amount of assets in the portfolios as well as qualitative aspects that reinforce Lazard’s investment philosophy such as leadership, teamwork and commitment.

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     Total compensation is not fixed, but rather is based on the following factors: (i) maintenance of current knowledge and opinions on companies owned in the portfolio; (ii) generation and development of new investment ideas, including the quality of security analysis and identification of appreciation catalysts; (iii) ability and willingness to develop and share ideas on a team basis; and (iv) the performance results of the portfolios managed by the investment team.
     Variable bonus is based on the Portfolio Manager’s quantitative performance as measured by his or her ability to make investment decisions that contribute to the pre-tax absolute and relative returns of the accounts managed by them, by comparison of each account to a predetermined benchmark (as set forth in the prospectus) over the current fiscal year and the longer-term performance (3-, 5- or 10-year, if applicable) of such account, as well as performance of the account relative to peers. In addition, the Portfolio Manager’s bonus can be influenced by subjective measurement of the manager’s ability to help others make investment decisions.
     Portfolio Managers also have an interest in the Lazard Asset Management LLC Equity Plan, an equity based incentive program for Lazard. The plan offers permanent equity in Lazard to a significant number of its professionals, including Portfolio Managers, as determined by the Board of Directors of Lazard, from time to time. This plan gives certain Lazard employees a permanent equity interest in Lazard and an opportunity to participate in the future growth of Lazard.
      MetWest Capital The compensation structure for Portfolio Managers consists primarily of a base salary and an annual bonus. In addition, while Wachovia Corporation holds a majority ownership interest in MetWest Capital, certain MetWest Capital professionals still hold ownership interests in the firm and accordingly receive payments based on the profitability of the firm. Each portfolio manager’s base salary is reviewed annually and adjusted based on consideration of various factors specific to the individual portfolio manager, including, among others, experience, quality of performance record and breadth of management responsibility, and a comparison to competitive market data provided by external compensation consultants. The annual bonus pool for portfolio managers and other employees that are eligible to receive bonuses is determined based on the overall profitability of the firm during the relevant year. Certain portfolio managers may have bonuses predetermined at certain amounts for certain periods of time.
     The annual bonus has an investment performance component, which accounts for a majority of the annual bonus, and a subjective evaluation component. The bonus is typically paid in a combination of cash and equity incentive awards (non-qualified stock options and/or restricted stock) in Wachovia Corporation, MetWest Capital’s publicly traded parent company. The amount of the investment performance component is based on the pre-tax investment performance of the funds and accounts managed by the individual (or one or more appropriate composites of such funds and accounts) over the prior five years compared to the performance over the same time period of an appropriate benchmark (typically a broad-based index or universe of external funds or managers with similar characteristics). See the information below relating to other funds and accounts managed by the portfolio managers for the specific benchmarks used in evaluating performance. In calculating the amount of the investment performance component, performance for the most recent year is weighted 25%, performance for the most recent three-year period is weighted 50% and performance for the most recent five-year period is weighted 25%. In general, the investment performance component is determined using a weighted average of investment performance of each product managed by the portfolio manager, with the weighting done based on the amount of assets the portfolio manager is responsible for in each such product. For example, if a portfolio manager was to manage a mutual fund with $400 million in assets and separate accounts totaling $100 million in assets, performance with respect to the mutual fund would be weighted 80% and performance with respect to the separate accounts would be weighted 20%. In certain cases, portfolio weights within the composite may differ from the actual weights as determined by assets. For example, a very small fund’s weight within a composite may be increased to create a meaningful contribution.
     To be eligible for an investment performance related bonus, the time-weighted average percentile rank must be above the 50 th percentile. A portfolio manager has the opportunity to maximize the investment performance component of the incentive payout by generating performance at or above the 25 th percentile level.
     In determining the subjective evaluation component of the bonus, each manager is measured against predetermined objectives and evaluated in light of other discretionary considerations. Objectives are set in several categories, including teamwork, participation in various assignments, leadership, and development of staff.
     For calendar year 2007, the investment performance component of each portfolio manager’s bonus will be determined based on comparisons to the benchmarks (either to the individual benchmark or one or more composites

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of all or some of such benchmarks) indicated below. The benchmarks may change for purposes of calculating bonus compensation for calendar year 2008.
     
Portfolio Manager    
Howard Gleicher
  Lipper Large-Cap Value Index
 
  MSCI EAFE Index
 
  MSCI World Index
 
  Russell 1000 Value Index
 
  S&P 500 Index
Gary W. Lisenbee
  Lipper Large-Cap Value Index
 
  MSCI EAFE Index
 
  MSCI World Index
 
  Russell 1000 Value Index
 
  Russell 2000 Index
 
  Russell 2000 Value Index
 
  S&P 500 Index
David M. Graham
  Lipper Large-Cap Value Index
 
  MSCI EAFE Index
 
  MSCI World Index
 
  Russell 1000 Value Index
 
  S&P 500 Index
Jeffrey Peck
  Lipper Large-Cap Value Index
 
  MSCI EAFE Index
 
  MSCI World Index
 
  Russell 1000 Value Index
 
  S&P 500 Index
Jay Cunningham
  Lipper Large-Cap Value Index
 
  MSCI EAFE Index
 
  MSCI World Index
 
  Russell 1000 Value Index
 
  S&P 500 Index
Ellie Chizmarova
  MSCI World Index
 
  Russell 2000 Index
 
  Russell 2000 Value Index
     In addition, portfolio managers may participate, at their election, in various benefits programs, including the following:
    medical, dental, vision and prescription benefits,
 
    life, disability and long-term care insurance,
 
    before-tax spending accounts relating to dependent care, health care, transportation and parking, and
 
    various other services, such as family counseling and employee assistance programs, prepaid or discounted legal services, health care advisory programs and access to discount retail services.
     These benefits are broadly available to MetWest Capital employees. Senior level employees, including many portfolio managers but also including many other senior level executives, may pay more or less than employees that are not senior level for certain benefits, or be eligible for, or required to participate in, certain benefits programs not available to employees who are not senior level. For example, only senior level employees above a certain compensation level are eligible to participate in the Wachovia Corporation deferred compensation plan, and certain senior level employees are required to participate in the deferred compensation plan.
      MSIM Inc. Portfolio Managers receive a combination of base compensation and discretionary compensation, comprising a cash bonus and several deferred compensation programs described below. The methodology used to determine Portfolio Manager compensation is applied across all accounts managed by the Portfolio Manager.
     Generally, Portfolio Managers receive base salary compensation based on the level of their position with MSIM Inc. In addition to base compensation, Portfolio Managers may receive discretionary compensation. Discretionary compensation can include:
    Cash Bonus ;
 
    Morgan Stanley’s Long Term Incentive Compensation Program (EICP) awards —a mandatory program that defers a portion of discretionary year-end compensation into restricted stock units or other awards based on Morgan Stanley common stock that are subject to vesting and other conditions;
 
    Investment Management Alignment Plan (IMAP) awards —a mandatory program that defers a portion of discretionary year-end compensation and notionally invests it in designated funds advised by MSIM Inc. or its affiliates. The award is subject to vesting and other conditions. Portfolio Managers must notionally invest a

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      minimum of 25% to a maximum of 100% of the IMAP deferral into a combination of the designated funds they manage that are included in the IMAP fund menu, which may or may not include the Emerging Markets Fund;
 
    Voluntary Deferred Compensation Plans —voluntary programs that permit certain employees to elect to defer a portion of their discretionary year-end compensation and directly or notionally invest the deferred amount: (1) across a range of designated investment funds, including funds advised by MSIM Inc. or its affiliates; and/or (2) in Morgan Stanley stock units.
     Several factors determine discretionary compensation, which can vary by portfolio management team and circumstances. In order of relative importance, these factors include:
    Investment performance. A Portfolio Manager’s compensation is linked to the pre-tax investment performance of the funds/accounts managed by the Portfolio Manager. Investment performance is calculated for one-, three- and five-year periods measured against a fund’s/account’s primary benchmark (as set forth in the fund’s prospectus), indices and/or peer groups, where applicable. Generally, the greatest weight is placed on the three- and five-year periods.
 
    Revenues generated by the investment companies, pooled investment vehicles and other accounts managed by the Portfolio Manager.
 
    Contribution to the business objectives of MSIM Inc.
 
    The dollar amount of assets managed by the Portfolio Manager.
 
    Market compensation survey research by independent third parties.
 
    Other qualitative factors, such as contributions to client objectives.
 
    Performance of Morgan Stanley and Morgan Stanley Investment Management, and the overall performance of the investment team(s) of which the Portfolio Manager is a member.
      NISA The salary and bonus for the Portfolio Managers is determined based on individual job performance, as well as the overall financial success of NISA. Similar compensation arrangements also apply to other senior professionals in other product and business areas of NISA. Many senior personnel, including the Portfolio Managers, have deferred compensation arrangements through a “Phantom Stock Ownership Plan.” Phantom Stock awards are granted periodically at the discretion of the Chairman and the President of NISA.
      Opus Opus compensates the Portfolio Managers with a combination of salary and annual bonus. Salaries are based on merit and market rates/conditions, and annual bonuses are based on merit and Opus’s overall profitability. Ownership of Opus is available to all employees based on their contribution to the firm. The Portfolio Managers either have or are in the process of obtaining ownership stakes in Opus.
      PanAgora All investment professionals and senior executives receive industry competitive salaries (based on an annual benchmarking study) and are rewarded with meaningful performance-based annual bonuses, which can exceed 100% of base salary. All employees of the firm are evaluated by comparing their performance against tailored and specific objectives. These goals are developed and monitored through the cooperation of employees and their immediate supervisors. The performance bonus elements may comprise cash and/or equity incentives at the discretion of management. PanAgora does not have any fixed targets relating to those elements.
     PanAgora’s average compensation of investment professionals is approximately:
    Base salary 46%
 
    Performance bonus 53%
 
    Equity incentives 1%
     Equity ownership is an important element of the compensation package used to attract and retain personnel with the superior skill set necessary to meet clients’ needs. PanAgora has implemented an equity plan for its senior executives.
      Post Compensation for the Portfolio Managers is comprised of base salary and bonus. Bonuses are paid out of a pool determined pursuant to a formula based on the overall profitability of the firm. The percentage of the bonus pool payable to each Portfolio Manager is determined by contract and a subjective determination of such individual’s contribution to the success of Post.
      Pzena Portfolio Managers and other investment professionals at Pzena are compensated through a combination of base salary, performance bonus and equity ownership, if appropriate due to superior performance. Pzena avoids a compensation model that is driven by individual security performance, as this can lead to short-term

51


 

thinking which is contrary to the firm’s value investment philosophy. Ultimately, equity ownership is the primary tool used by Pzena for attracting and retaining the best people. Shares may be in the form of capital interests or profits only interests. All shares are voting shares (i.e., not phantom stock). The equity ownership in Pzena as of October 31, 2006 of each Portfolio Manager to the Mid-Cap Value Fund was as follows:
     
Richard S. Pzena
  Greater than 25% but less than 50%
John P. Goetz
  Greater than 10% but less than 25%
Manoj Tandon
  Less than 5%
      SSgA FM The compensation of SSgA FM’s investment professionals is based on a number of factors. The first factor considered is external market. Through extensive compensation survey process, SSgA FM seeks to understand what its competitors are paying people to perform similar roles. This data is then used to determine a competitive baseline in the areas of base pay, bonus, and other incentives. The second factor taken into consideration is the size of the pool available for this compensation. SSgA FM is a part of State Street Corporation, and therefore works within its corporate environment on determining the overall level of its incentive compensation pool. Once determined, this pool is then allocated to the various locations and departments of SSgA FM and its affiliates. The discretionary determination of the allocation amounts to these locations and departments is influenced by the competitive market data, as well as the overall performance of the group. The pool is then allocated on a discretionary basis to individual employees based on their individual performance. There is no fixed formula for determining these amounts, nor is anyone’s compensation directly tied to the investment performance or asset value of a product or strategy. The same process is followed in determining incentive equity allocations.
      Templeton All Portfolio Managers and senior professional staff are compensated with a base salary, bonus in the form of cash and restricted stock, and a deferred profit sharing plan. A component of the overall compensation package is based on a percentage of top-line firm revenue. The Portfolio Managers are awarded individual bonuses on the basis of three factors: their stock selection (both purchase and sale recommendations), the performance of their portfolios in light of those with similar objectives and restrictions, and a subjective factor based on their other contributions, superior client service, etc.
      TBCAM The Portfolio Managers’ cash compensation is comprised primarily of a market-based salary and incentive compensation plans (annual and long term incentive). Funding for the TBCAM Annual Incentive Plan and Long Term Incentive Plan is through a pre-determined fixed percentage of overall TBCAM profitability. Therefore, all bonus awards are based initially on TBCAM’s financial performance. The Portfolio Managers are eligible to receive annual cash bonus awards from the Annual Incentive Plan. Annual incentive opportunities are pre-established for each individual, expressed as a percentage of base salary (“target awards”). Annual awards are determined by applying multiples to this target award (0-2 times target award represents a Portfolio Manager’s range of opportunity) and are capped at a maximum range of incentive opportunity for the job category. Awards are 100% discretionary and regardless of performance will be subject to pool funding availability. Awards are paid in cash on an annual basis. A significant portion of the target opportunity awarded is based upon the one-year and three-year (weighted more heavily) pre-tax performance of the Portfolio Manager’s accounts relative to the performance of the appropriate Lipper and Callan peer groups. Other factors considered in determining the award are individual qualitative performance and the asset size and revenue growth of the products managed.
     For research analysts and other investment professionals, awards are distributed to the respective product teams (in the aggregate) based upon product performance relative to TBCAM-wide performance measured on the same basis as described above. Further allocations are made to specific team members by the product portfolio manager based upon sector contribution and other qualitative factors.
     All Portfolio Managers and analysts are also eligible to participate in the TBCAM Long Term Incentive Plan. This plan provides for an annual award, payable in cash after a three-year cliff vesting period. The value of the award increases during the vesting period based upon the growth in TBCAM’s net income (capped at 20% and with a minimum payout of the Mellon 3 year CD rate).
      Renaissance Renaissance compensates the Managing Partners (including the portfolio manager for the Large Cap Growth Fund) through a structure comprised of a percentage of the overall firm revenues and a 50% share of overall firm profits. Firm revenues are a function of the overall firm assets under management and the fee rates charged to those assets. Firm profits are the cash flows remaining after all compensation and firm operating expenses are paid. There is no difference in the methodology of compensation across the accounts that the partners manage.
Ownership of Funds

52


 

     Certain Portfolio Managers beneficially owned shares of one or more Funds as of the end of each Fund’s most recent fiscal year. A Portfolio Manager’s beneficial ownership of a Fund is defined as the Portfolio Manager having the opportunity to share in any profit from transactions in the Fund, either directly or indirectly, as the result of any contract, understanding, arrangement, relationship or otherwise. Therefore, ownership of Fund shares by members of the Portfolio Manager’s immediate family or by a trust of which the Portfolio Manager is a trustee could be considered ownership by the Portfolio Manager. The reporting of Fund share ownership in this SAI shall not be construed as an admission that the Portfolio Manager has any direct or indirect beneficial ownership in the Fund listed. The tables below set forth each Portfolio Manager’s beneficial ownership of the Fund(s) under that Portfolio Manager’s management as provided by each investment advisor. In the following tables, “N/A” indicates that the Portfolio Manager does not have responsibility for that Fund.
                             
Name of Investment                      
Advisor and       Enhanced Income     Intermediate     Short-Term Bond  
Portfolio Manager   Balanced Fund   Fund     Bond Fund     Fund  
American Beacon Advisors, Inc.
Wyatt Crumpler
  None   None   None   N/A
Michael W. Fields
  None   None   None   None
Douglas G. Herring
  None   None   None   N/A
Gyeong Kim
  None   None   None   None
Adriana R. Posada
  $10,001-$50,000   N/A   $10,001-$50,000   N/A
William F. Quinn
  $100,001-$500,000   $100,001-$500,000   $100,001-$500,000   N/A
Patrick A. Sporl
  None   None   None   None
Cynthia Thatcher
  N/A   None   N/A   N/A
                                 
Name of Investment   Emerging   High Yield   Int'l   Large Cap   Mid-Cap   Small Cap        
Advisor and   Markets   Bond   Equity   Value   Value   Value   Small Cap    
Portfolio Manager   Fund   Fund   Fund   Fund   Fund   Fund   Value Opp Fund   TIPS Fund
American Beacon Advisors, Inc.
Kirk L. Brown
  $100,001-$500,000   $10,001-$50,000   $100,001-$500,000   N/A   N/A   N/A   N/A   None
Wyatt Crumpler
  None   None   None   None   None   None   None   None
Douglas G. Herring
  $10,001-$50,000   None   $10,001-$50,000   $50,001-$100,000   $10,001-$50,000   $10,001-$50,000   None   None
Adriana R. Posada
  N/A   N/A   N/A   $100,001-$500,000   $10,001-$50,000   $50,001-$100,000   None   N/A
William F. Quinn
  Over $1,000,000   $500,001-$1,000,000   Over $1,000,000   Over $1,000,000   $100,001-$500,000   $500,001-$1,000,000   None   $50,001-$100,000
                 
Name of Investment                
Advisor and Portfolio   S&P 500 Index   Small Cap Index   Int'l Equity   Large Cap Growth
Manager   Fund   Fund   Index Fund   Fund
American Beacon Advisors, Inc.
Wyatt Crumpler
  $50,001-$100,000   $50,001-$100,000   $10,001-$50,000   None
Douglas G. Herring
  None   None   None   $10,001-$50,000
William F. Quinn
  None   None   None   None
Cynthia Thatcher
  None   None   None   $10,001-$50,000
                     
Name of Investment                    
Advisor and       Intermediate   Large Cap Value   Mid-Cap Value   Small Cap Value
Portfolio Manager   Balanced Fund   Bond Fund   Fund   Fund   Fund
Barrow, Hanley, Mewhinney & Strauss, Inc.
James P. Barrow
  None   N/A   None   None   N/A
Mark Giambrone
  N/A   N/A   N/A   None   N/A
James S. McClure
  N/A   N/A   N/A   N/A   None
John P. Harloe
  N/A   N/A   N/A   N/A   None
John S. Williams
  None   None   N/A   N/A   N/A
David H. Hardin
  None   None   N/A   N/A   N/A
J. Scott McDonald
  None   None   N/A   N/A   N/A
Mark C. Luchsinger
  None   None   N/A   N/A   N/A
Deborah A. Petruzzelli
  None   None   N/A   N/A   N/A

53


 

             
Name of Investment            
Advisor and   Balanced   Large Cap   Small Cap
Portfolio Manager   Fund   Value Fund   Value Fund
Brandywine Global Investment Management, LLC
Henry F. Otto
  N/A   N/A   Over $1,000,000
Steven M. Tonkovich
  N/A   N/A   $100,001 - $500,000
Paul R. Lesutis
  None   None   N/A
Earl J. Gaskins
  None   None   N/A
Stephen S. Smith
  None   None   N/A
         
Name of   BlackRock    
Investment   Small Cap   BlackRock
Advisor and   Index Fund   Int’l Index
Portfolio Manager   Index Fund (1)   Fund (1)
BlackRock Advisors, LLC
Jeffrey L. Russo
  None   None
Debra L. Jelilian
  $10,001-$50,000   None
 
1   Individuals may not invest directly in the Index Trust Portfolios. The table represents each Portfolio Manager’s beneficial ownership of the BlackRock Small Cap Index and International Index Funds, feeder funds that, like the Small Cap Index Fund and International Equity Index Fund, invest all of their investable assets in the Index Trust Portfolios .
         
Name of Investment      
Advisor and      
Portfolio Manager   TIPS Fund  
Brown Brothers Harriman & Co.
       
James J. Evans
  None
         
Name of Investment      
Advisor and   Enhanced  
Portfolio Manager   Income Fund  
Calamos Advisors LLC
       
John P. Calamos, Sr.
  None
Nick P. Calamos
  None
John P. Calamos Jr.
  None
         
Name of Investment      
Advisor and   Int’l Equity  
Portfolio Manager   Fund  
Causeway Capital Management LLC
       
Sarah H. Ketterer
  None
Harry W. Hartford
  None
James A. Doyle
  None
Jonathan Eng
  None
Kevin Durkin
  None
         
Name of Investment      
Advisor and   Small Cap  
Portfolio Manager   Value Fund  
Dreman Value Management, LLC
       
David N. Dreman
  None
E. Clifton Hoover, Jr.
  None
Mark Roach
  None
         
Name of Investment      
Advisor and   High Yield  
Portfolio Manager   Bond Fund  
Franklin Advisers, Inc.
       
Eric Takaha
  None
Chris Molumphy
  None
Glenn Voyles
  None
         
Name of Investment      
Advisor and   Large Cap  
Portfolio Manager   Growth Fund  
Goldman Sachs Asset Management, L.P. (1)
Melissa Brown
  None
Gary Chropuvka
  None
 
1   Due to Goldman Sachs Asset Management, L.P.’s (“GSAM”) internal policies, GSAM portfolio managers are generally prohibited from purchasing shares of Sub-Advised Funds for which they have primary responsibility.
                         
Name of Investment                  
Advisor and   Balanced     Large Cap     Small Cap  
Portfolio Manager   Fund     Value Fund     Value Fund  
Hotchkis and Wiley Capital Management, LLC
George Davis
  None   None   None
Patricia McKenna
  None   None   N/A
Sheldon Lieberman
  None   None   N/A
Stan Majcher
  None   None   None
David Green
  N/A   N/A   None
Jim Miles
  N/A   N/A   None
         
Name of Investment      
Advisor and      
Portfolio Manager   Int’l Equity Fund  
Lazard Asset Management LLC
Gabrielle Boyle
  None
Michael A. Bennett
  None
John R. Reinsberg
  None
Michael Powers
  None
Michael G. Fry
  None
                 
Name of Investment            
Advisor and   Large Cap Value     Small Cap Value  
Portfolio Manager   Fund     Fund  
Metropolitan West Capital Management, LLC
Howard Gleicher
  None     N/A  
Gary W. Lisenbee
  None   None
David M. Graham
  None     N/A  
Jeffrey Peck
  None     N/A  
Jay Cunningham
  None     N/A  
Samir Sikka
  None     N/A  
Ellie Chizmarova
  N/A   None  
         
Name of Investment      
Advisor and   Emerging  
Portfolio Manager   Markets Fund  
Morgan Stanley Investment Management Inc.
       
Ruchir Sharma
  None
Paul Psaila
  None
James Cheng
  None
Eric Carlson
  None
William Scott Piper
  None
Ana Cristina Piedrahita
  None
         
Name of Investment      
Advisor and   Treasury Inflation  
Portfolio Manager   Protected Securities Fund  
NISA Investment Advisors, LLC
Jess Yawitz
  None
William Marshall
  None
Mohan Balachandran
  None
Anthony Pope
  None
Ken Lester
  None
         
Name of Investment      
Advisor and   Small Cap  
Portfolio Manager   Value Fund  
Opus Capital Group, LLC
Len A. Haussler
  $ 10,001-$50,000  
Kevin P. Whelan
  $ 1-$10,000  
Jonathon M. Detter
  $ 1-$10,000  

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Name of Investment   Small Cap Value  
Advisor and   Opportunity  
Portfolio Manager   Fund  
PanAgora Asset Management, Inc.
Brian R. Bruce
  None
Richard T. Wilk
  None
John W. Griffin
  None
George D. Mussalli
  None
         
Name of Investment      
Advisor and   High Yield  
Portfolio Manager   Bond Fund  
Post Advisory Group, LLC
Lawrence A. Post
  None
Allan Schweitzer
  $ 1-$10,000  
         
Name of Investment      
Advisor and   Mid-Cap  
Portfolio Manager   Value Fund  
Pzena Investment Management, LLC
Richard S. Pzena
  None
John P. Goetz
  None
Manoj Tandon
  None
                 
Name of Investment            
Advisor and   Equity 500     Small Cap  
Portfolio Manager   Index Portfolio     Value Fund  
SSgA Funds Management, Inc.
Ric Thomas
  N/A   None
Chuck Martin
  N/A   None
James May
  None   N/A
Karl Schneider
  None   N/A
         
Name of Investment      
Advisor and      
Portfolio Manager   Int’l-Equity Fund  
Templeton Investment Counsel, LLC
Gary Motyl
  $ 500,001-$1,000,000  
                         
Name of Investment                   Small Cap  
Advisor and   Emerging     Int'l Equity     Value  
Portfolio Manager   Markets Fund     Fund     Fund  
The Boston Company Asset Management, LLC
Kirk Henry
  None   None   N/A
Clifford A. Smith
  N/A   None   N/A
Carolyn M. Kedersha
  None   N/A   N/A
Joseph M. Corrado
  N/A   N/A   None
Stephanie K. Brandaleone
  N/A   N/A   None
Edward R. Walter
  N/A   N/A   None
         
Name of Investment      
Advisor and   Large Cap  
Portfolio Manager   Growth Fund  
The Renaissance Group LLC
       
Michael E. Schroer
  None
PORTFOLIO SECURITIES TRANSACTIONS
     In selecting brokers or dealers to execute particular transactions, the Manager, SSgA FM, BlackRock and the sub-advisors are authorized to consider “brokerage and research services” (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934), provision of statistical quotations (including the quotations necessary to determine a Fund or Portfolio’s net asset value), and other information provided to the applicable Fund or Portfolio, to the Manager, SSgA FM, BlackRock and/or to the sub-advisors (or their affiliates), provided, however, that the Manager, SSgA FM, BlackRock or the sub-advisor determines that it has received the best net price and execution available. The Trusts do not allow the Manager or sub-advisors to enter arrangements to direct transactions to broker-dealers as compensation for the promotion or sale of Trust shares by those broker-dealers. The Manager, SSgA FM, BlackRock and the sub-advisors are also authorized to cause a Fund or Portfolio to pay a commission (as defined in SEC interpretations) to a broker or dealer who provides such brokerage and research services for executing a portfolio transaction which is in excess of the amount of the commission another broker or dealer would have charged for effecting that transaction. The Trustees, the Manager, SSgA FM, BlackRock or the sub-advisors, as appropriate, must determine in good faith, however, that such commission was reasonable in relation to the value of the brokerage and research services provided, viewed in terms of that particular transaction or in terms of all the accounts over which the Manager, SSgA FM, BlackRock or the sub-advisor exercises investment discretion. The fees of the sub-advisors are not reduced by reason of receipt of such brokerage and research services. However, with disclosure to and pursuant to written guidelines approved by the Board, Master Trust Board, the Index Trust Board, or the Equity 500 Index Portfolio Board, as applicable, the Manager, BlackRock, SSgA FM, or the sub-advisors (or a broker-dealer affiliated with them) may execute portfolio transactions and receive usual and customary brokerage commissions (within the meaning of Rule 17e-1 under the 1940 Act) for doing so. Supplemental investment research obtained from such broker-dealers might be used by BlackRock in servicing all of its accounts, and all such research might not be used by BlackRock in connection with the Index Trust Portfolios. Consistent with the Conduct Rules of the National Association of Securities Dealers and policies established by the Index Trust Board of Trustees, BlackRock may consider sales of shares of the Index Trust Portfolios as a factor in the selection of brokers or dealers to execute portfolio transactions.
All Funds except the Index Funds
     Although the following discusses transactions in each Fund and the Board, it applies equally to each Master Trust Portfolio and the Master Trust Board. Future references in this section to “Fund” shall include the Master Trust Portfolios.
     The Manager and each sub-advisor will place its own orders to execute securities transactions that are designed to implement the applicable Fund’s investment objective and policies. In placing such orders, each sub-

55


 

advisor will seek the best available price and most favorable execution. The full range and quality of services offered by the executing broker or dealer will be considered when making these determinations. Pursuant to written guidelines approved by the Board and the Master Trust Board, as appropriate, a sub-advisor of a Fund, or its affiliated broker-dealer, may execute portfolio transactions and receive usual and customary brokerage commissions (within the meaning of Rule 17e-1 of the 1940 Act) for doing so. A Fund’s turnover rate, or the frequency of portfolio transactions, will vary from year to year depending on market conditions and the Fund’s cash flows. High portfolio activity increases a Fund’s transaction costs, including brokerage commissions, and may result in a greater number of taxable transactions.
     The Investment Advisory Agreements provide, in substance, that in executing portfolio transactions and selecting brokers or dealers, the principal objective of each sub-advisor is to seek the best net price and execution available. It is expected that securities ordinarily will be purchased in the primary markets, and that in assessing the best net price and execution available, each sub-advisor shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. Transactions with respect to the securities of small and emerging growth companies in which the Funds may invest may involve specialized services on the part of the broker or dealer and thereby may entail higher commissions or spreads than would be the case with transactions involving more widely traded securities.
     The Funds and the Portfolios of the Master Trust have established brokerage commission recapture arrangements with certain brokers or dealers. If a sub-advisor chooses to execute a transaction through a participating broker, the broker rebates a portion of the commission back to the Fund or Portfolio. Any collateral benefit received through participation in the commission recapture program is directed exclusively to the Funds and Portfolios. Neither the Manager nor any of the sub-advisors receive any benefits from the commission recapture program. A sub-advisor’s participation in the brokerage commission recapture program is optional. Each sub-advisor retains full discretion in selecting brokerage firms for securities transactions and is instructed to use the commission recapture program for a transaction only if it is consistent with the sub-advisor’s obligation to seek the best execution available. For the fiscal year ended October 31, 2006, the following Funds received the amounts shown as a result of participation in the commission recapture program:
         
Fund   Amount Received (in thousands)
Balanced
  $ 18  
International Equity
  $ 217  
Large Cap Growth
  $ 3  
Large Cap Value
  $ 368  
Mid-Cap Value
  $ 11  
Small Cap Value
  $ 448  
     For the fiscal years ended October 31, 2004, 2005 and 2006, the following brokerage commissions were paid by the Funds and Portfolios, as applicable. Fluctuations in brokerage commissions from year to year were primarily due to increases or decreases in Fund assets. Shareholders of these Funds bear only their pro-rata portion of such expenses.
                         
Fund (or Portfolio)   2004   2005   2006
Balanced
  $ 192,386     $ 218,293     $ 203,864  
Emerging Markets
  $ 206,993     $ 294,570     $ 399,102  
Enhanced Income
  $ 12,799     $ 10,759     $ 11,853  
International Equity (1)
  $ 1,519,960     $ 2,669,559     $ 2,911,921  
Large Cap Growth
  $ 31,899     $ 59,189     $ 55,946  
Large Cap Value
  $ 334,388     $ 881,044     $ 3,496,195  
Mid-Cap Value (2)
  $ 31,396     $ 287,493     $ 73,864  
Small Cap Value
  $ 1,446,938     $ 4,757,005     $ 3,896,085  
Small Cap Value Opportunity (3)
    N/A       N/A     $ 3,998  
 
(1)   Prior to March 1, 2006, this Fund invested in a corresponding Portfolio of the Master Trust. As such, commissions were paid by the Portfolio prior to that date.
 
(2)   The Fund commenced operations on June 30, 2004.
 
(3)   The Fund commenced operations on March 31, 2006.
     During the fiscal year ended October 31, 2004, the following commissions were paid to affiliated brokers:

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Portfolio   Broker   Affiliated With   Commission
Large Cap Growth
  Goldman, Sachs & Co.   Goldman Sachs Asset Management, L.P.   $ 814  
Large Cap Growth
  Spear, Leeds & Kellogg   Goldman Sachs Asset Management. L.P.   $ 1070  
Small Cap Value
  Southwest Securities   Principal Underwriter to the Trust   $ 895  
Small Cap Value
  Southwest Securities   Principal Underwriter to the Trust   $ 9407  
Balanced
  Southwest Securities   Principal Underwriter to the Trust   $ 785  
Large Cap Value
  Southwest Securities   Principal Underwriter to the Trust   $ 1235  
Emerging Markets
  Morgan Stanley   Morgan Stanley Investment Management Inc.   $ 3690  
     The percentages of total commissions of the Large Cap Growth Fund, Small Cap Value Fund, Balanced Fund, Large Cap Value Fund, and Emerging Markets Fund paid to affiliated brokers in 2004 were 5.91%, 0.71%, 0.41%, 0.37%, and 1.78%, respectively. The transactions represented 9.75% of the Large Cap Growth Fund, 0.48% of the Small Cap Value Fund, 0.63% of the Balanced Fund, 0.60% of the Large Cap Value Fund, and 1.22% of the Emerging Markets Fund’s total dollar value of portfolio transactions for the fiscal year ended October 31, 2004.
     During the fiscal year ended October 31, 2005, the following commissions were paid to affiliated brokers:
                 
Portfolio   Broker   Affiliated With   Commission
Large Cap Growth
  Goldman, Sachs & Co.   Goldman Sachs Asset Management, L.P.   $ 1110  
Large Cap Growth
  Spear, Leeds & Kellogg   Goldman Sachs Asset Management, L.P.   $ 751  
Emerging Markets
  JM Morgan Stanley Secs. Private Ltd   Morgan Stanley Investment Management Inc.   $ 29,742  
Small Cap Value
  Southwest Securities   Principal Underwriter to the Trust   $ 22,047  
     The percentages of total commissions of the Large Cap Growth Fund, Emerging Markets Fund, and Small Cap Value Fund paid to affiliated brokers in 2005 were 3.14%, 0.05%, and 0.46%, respectively. The transactions represented 5.30%, 0.04%, and 0.23% of the Large Cap Growth Fund, Emerging Markets Fund, and Small Cap Value Fund’s total dollar value of portfolio transactions for the fiscal year ended October 31, 2005.
     During the fiscal year ended October 31, 2006, the following commissions were paid to affiliated brokers:
                 
Portfolio   Broker   Affiliated With   Commission
Large Cap Growth
  Goldman, Sachs & Co.   Goldman Sachs Asset Management, L.P.   $ 262  
Emerging Markets
  JM Morgan Stanley Secs. Ltd   Morgan Stanley Investment Management Inc   $ 50  
     The percentages of total commissions of the Large Cap Growth Fund and the Emerging Markets Fund paid to affiliated brokers in 2006 were 1.84% and 0.01%, respectively. The transactions represented 0.17% of the Large Cap Growth Fund and 0.04% of the Emerging Markets Fund’s total dollar value of portfolio transactions for the fiscal year ended October 31, 2006.
     The following table lists each Fund that as of the end of its fiscal year held securities issued by a broker-dealer (or by its parent) through which the Fund regularly executes transactions.
             
        Aggregate
        Value of
Regular Broker-Dealers   Fund   Securities
Bank of America Corp.
  Balanced   $ 21,300,000  
 
  Enhanced Income   $ 337,000  
 
  Intermediate Bond   $ 582,000  
 
  Large Cap Value   $ 98,705,000  
 
           
Bear Stearns & Co. Inc.
  Balanced   $ 8,274,000  
 
  Enhanced Income   $ 771,000  
 
  Intermediate Bond   $ 2,061,000  
 
  Large Cap Value   $ 17,799,000  
 
  Short-Term Bond   $ 1,928,000  
 
           
Citigroup, Inc.
  Balanced   $ 14,480,000  
 
  Enhanced Income   $ 10,000,000  
 
  High Yield Bond   $ 10,000,000  
 
  Intermediate Bond   $ 454,000  
 
  Large Cap Value   $ 87,155,000  
 
  Short-Term Bond   $ 972,000  
 
           
CS First Boston
  Balanced   $ 763,000  
 
  Enhanced Income   $ 509,000  
 
  Intermediate Bond   $ 356,000  
 
  Short-Term Bond   $ 1,983,000  
 
           
Goldman Sachs
  Balanced   $ 3,897,000  
 
  Enhanced Income   $ 1,192,000  
 
  Intermediate Bond   $ 241,000  
 
  Large Cap Value   $ 14,709,000  
 
  Short-Term Bond   $ 1,036,000  
 
           
ICICI Bank
  Emerging Markets   $ 214,000  
 
           
ING Bank
  Balanced   $ 442,000  
 
  Enhanced Income   $ 294,000  
 
  Intermediate Bond   $ 245,000  
 
           
JP Morgan Chase & Co.
  Balanced   $ 5,704,000  
 
  Intermediate Bond   $ 1,042,000  
 
  Large Cap Growth   $ 43,000  
 
  Large Cap Value   $ 17,259,000  
 
           
Lehman Brothers
  Enhanced Income   $ 1,393,000  
 
  Short-Term Bond     972,000  
 
           
Merrill Lynch
  Balanced   $ 5,222,000  
 
  Enhanced Income   $ 1,017,000  
 
  High Yield Bond   $ 9,900,000  
 
  Intermediate Bond   $ 669,000  
 
  Large Cap Growth   $ 245,000  
 
  Large Cap Value   $ 23,009,000  
 
           
Morgan Stanley
  Balanced   $ 4,035,000  
 
  Enhanced Income   $ 499,000  
 
  Large Cap Value   $ 57,238,000  
 
           
Wachovia Corp.
  Balanced   $ 4,312,000  
 
  Enhanced Income   $ 1,525,000  
 
  Intermediate Bond   $ 251,000  
 
  Large Cap Value   $ 24,425,000  
 
  Short-Term Bond   $ 3,460,000  

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Index Trust Portfolios
     BlackRock places all orders for purchases and sales of the Index Trust Portfolios’ investments. Under the 1940 Act, persons affiliated with the Index Trust and persons who are affiliated with such persons are prohibited from dealing with the Index Trust as principal in the purchase and sale of securities unless an exemptive order allowing such transactions is obtained from the SEC. Since transactions in the OTC market usually involve transactions with dealers acting as principal for their own accounts, affiliated persons of the Index Trust, including Merrill Lynch, PNC Financial Services Groups, Inc. and any of their affiliates, will not serve as the Index Trust’s dealer in such transactions. However, affiliated persons of the Index Trust may serve as its broker in listed or OTC transactions conducted on an agency basis provided that, among other things, the fee or commission received by such affiliated broker is reasonable and fair compared to the fee or commission received by non-affiliated brokers in connection with comparable transactions. In addition, the Index Trust may not purchase securities during the existence of any underwriting syndicate for such securities of which Merrill Lynch, PNC Financial Services Groups, Inc. and any of their affiliates is a member or in a private placement in which Merrill Lynch , PNC Financial Services Groups, Inc. and any of their affiliates serve as placement agent except pursuant to procedures adopted by the Index Trust Board that either comply with rules adopted by the SEC or with interpretations of the SEC staff.
     Section 11(a) of the Securities Exchange Act of 1934 generally prohibits members of the U.S. national securities exchanges from executing exchange transactions for their affiliates and institutional accounts that they manage unless the member (i) has obtained prior express authorization from the account to effect such transactions, (ii) at least annually furnishes the account with a statement setting forth the aggregate compensation received by the member in effecting such transactions, and (iii) complies with any rules the SEC has prescribed with respect to the requirements of clauses (i) and (ii). To the extent Section 11(a) would apply to Merrill Lynch acting as a broker for the Index Trust in any of its portfolio transactions executed on any such securities exchange of which it is a member, appropriate consents have been obtained from the Index Trust and annual statements as to aggregate compensation will be provided to the Index Trust. Securities may be held by, or be appropriate investments for, the Index Trust Portfolios as well as other funds or investment advisory clients of BlackRock.
     Because of different objectives or other factors, a particular security may be bought for one or more clients of BlackRock or an affiliate when one or more clients of BlackRock or an affiliate are selling the same security. If purchases or sales of securities arise for consideration at or about the same time that would involve the Index Trust or other clients or funds for which BlackRock or an affiliate acts as manager, transactions in such securities will be made, insofar as feasible, for the respective funds and clients in a manner deemed equitable to all. To the extent that transactions on behalf of more than one client of BlackRock or an affiliate during the same period may increase the demand for securities being purchased or the supply of securities being sold, there may be an adverse effect on price.
     For the fiscal years ended December 31, 2004, 2005 and 2006, the Small Cap Index Series paid brokerage commissions of $93,519, $92,896 and $146,505, respectively, and paid $217 in commissions to Merrill Lynch in 2006. For the fiscal years ended December 31, 2004, 2005 and 2006, the International Index Series paid brokerage commissions of $117,059, $107,738 and $161,040, respectively, and paid $21 and $37,152 in commissions to Merrill Lynch in 2004 and 2006, respectively. Shareholders of the Small Cap Index and International Equity Index Funds bear only their pro-rata portion of the brokerage commissions.
Equity 500 Index Portfolio
     SSgA FM places all orders for purchases and sales of the Equity 500 Index Portfolio’s investments. SSgA FM does not currently use the Equity 500 Index Portfolio’s assets for, or participate in, third party soft dollar arrangements, although SSgA FM may receive proprietary research from various full service brokers, the cost of which is bundled with the cost of the broker’s execution services. SSgA FM does not “pay up” for the value of any such proprietary research. SSgA FM may aggregate trades with clients of its affiliate, State Street Global Advisors (“SSgA”), whose commission dollars may be used to generate soft dollar credits. Although SSgA FM’s clients’ commissions are not used for third party soft dollars, the clients may benefit from the soft dollar products/services received by SSgA..

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     Affiliates of SSgA FM may receive brokerage commissions from the Equity 500 Index Portfolio in accordance with procedures adopted by the Equity 500 Index Portfolio Board under the 1940 Act, which procedures require periodic review of these transactions.
     In certain instances there may be securities that are suitable for the Equity 500 Index Portfolio as well as for one or more of SSgA FM’s other clients. Investment decisions for the Equity 500 Index Portfolio and for SSgA FM’s other clients are made with a view to achieving their respective investment objectives. It may develop that a particular security is bought or sold for only one client even though it might be held by, or bought or sold for, other clients. Likewise, a particular security may be bought for one or more clients when one or more clients are selling that same security. Some simultaneous transactions are inevitable when several clients receive investment advice from the same investment advisor, particularly when the same security is suitable for the investment objectives of more than one client. When two or more clients are simultaneously engaged in the purchase or sale of the same security, the securities are allocated among clients in a manner believed to be equitable to each. It is recognized that in some cases this system could have a detrimental effect on the price or volume of the security as far as the Equity 500 Index Portfolio is concerned. However, it is believed that the ability of the Equity 500 Index Portfolio to participate in volume transactions will produce better executions for the Portfolio.
     For the fiscal years ended December 31, 2004, 2005, and 2006, the Equity 500 Index Portfolio paid brokerage commissions in the amount of $312,502, $217,862, and $130,766 respectively. For the fiscal years ended December 31, 2004, 2005 and 2006, the Equity 500 Index Portfolio paid $52,740, $0, and $0, respectively, in commissions to State Street Global Markets LLC, an affiliated broker of SSgA FM. Shareholders of the S&P 500 Index Fund bear only their pro-rata portion of the brokerage commissions.
REDEMPTIONS IN KIND
     Although each Fund intends to redeem shares in cash, each reserves the right to pay the redemption price in whole or in part by a distribution of readily marketable securities. For the Master-Feeder Funds, redemptions in kind would be paid through distributions of securities held by the applicable Fund’s corresponding Portfolio. However, shareholders always will be entitled to redeem shares for cash up to the lesser of $250,000 or 1% of the applicable Fund’s net asset value during any 90-day period. Redemption in kind is not as liquid as a cash redemption. In addition, if redemption is made in kind, shareholders who receive securities and sell them could receive less than the redemption value of their securities and could incur certain transaction costs.
NET ASSET VALUE
     It is the policy of the Money Market Funds to attempt to maintain a constant net asset value per share of $1.00. There can be no assurance that a $1.00 net asset value per share will be maintained. The portfolio instruments held by the Money Market Funds’ corresponding Portfolios are valued based on the amortized cost valuation technique pursuant to Rule 2a-7 under the 1940 Act. This involves valuing an instrument at its cost and thereafter assuming a constant amortization to maturity of any discount or premium, even though the portfolio security may increase or decrease in market value. Such market fluctuations are generally in response to changes in interest rates. Use of the amortized cost valuation method requires the Money Market Portfolios to purchase instruments having remaining maturities of 397 days or less, to maintain a dollar weighted average portfolio maturity of 90 days or less, and to invest only in securities determined by the Trustees to be of high quality with minimal credit risks. The Money Market Portfolios may invest in issuers or instruments that at the time of purchase have received the highest short-term rating by two Rating Organizations, such as “P-1” by Moody’s and “F-1” by Fitch, and have received the next highest short-term rating by other Rating Organizations, such as “A-2” by Standard & Poor’s and “P-2” by Moody’s. See “Ratings of Municipal Obligations” and “Ratings of Short-Term Obligations” for further information concerning ratings.
TAX INFORMATION
Taxation of the Funds
     To continue to qualify for treatment as a regulated investment company under the Tax Code (“RIC”), each Fund (each of which is treated as a separate corporation for these purposes) must, among other requirements:
    Derive at least 90% of its gross income each taxable year from (1) dividends, interest, payments with respect to securities loans and gains from the sale or other disposition of securities or (in the case of the International Equity, Emerging Markets and International Equity Index Funds) foreign currencies, or certain other income, including gains from options, futures or forward contracts, derived with respect to

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      its business of investing in securities or those currencies and (2) net income from an interest in a “qualified publicly traded partnership” (“QPTP”) (“Income Requirement”);
 
    Diversify its investments so that, at the close of each quarter of its taxable year, (1) at least 50% of the value of its total assets is represented by cash and cash items, U.S. Government securities, securities of other RICs, and other securities, with those other securities limited, in respect of any one issuer, to an amount that does not exceed 5% of the value of the Fund’s total assets and that does not represent more than 10% of the issuer’s outstanding voting securities (equity securities of QPTPs being considered voting securities for these purposes) and (2) not more than 25% of the value of its total assets is invested in (a) securities (other than U.S. Government securities or securities of other RICs) of any one issuer, (b) securities (other than securities of other RICs) of two or more issuers the Fund controls that are determined to be engaged in the same, similar or related trades or businesses, or (c) securities of one or more QPTPs (“Diversification Requirement”); and
 
    Distribute annually to its shareholders at least 90% of the sum of its investment company taxable income (generally, taxable net investment income plus the excess (if any) of net short-term capital gain over net long-term capital loss and, in the case of the International Equity, Emerging Markets and International Equity Index Funds, net gains from certain foreign currency transactions, all determined without regard to any deduction for dividends paid) plus, in the case of the Municipal Money Market Fund, net interest income excludable from gross income under section 103(a) of the Tax Code (“Distribution Requirement”).
     Each Master-Feeder Fund, as an investor in its corresponding Portfolio, is deemed to own a proportionate share of the Portfolio’s assets and to earn the income on that share for purposes of determining whether the Master-Feeder Fund satisfies the Income and Diversification Requirements. If a Fund failed to qualify for treatment as a RIC for any taxable year, it would be taxed on the full amount of its taxable income for that year without being able to deduct the distributions it makes to its shareholders and the shareholders would treat all those distributions — including distributions by the non-Money Market Funds of net capital gain ( i.e. , the excess of net long-term capital gain over net short-term capital loss) and distributions by the Municipal Money Market Fund that otherwise would qualify as “exempt-interest dividends” (as described below under “Taxation of the Funds’ Shareholders”) — as taxable dividends to the extent of the Fund’s earnings and profits. Those dividends would be taxable as ordinary income, except that, for individual shareholders, the part thereof that is “qualified dividend income” would be taxable at the rate for net capital gain (a maximum of 15% through 2010). In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before requalifying for RIC treatment.
     Each Fund will be subject to a nondeductible 4% excise tax (“Excise Tax”) to the extent it fails to distribute by the end of any calendar year substantially all of its ordinary (taxable) income for that year and substantially all of its capital gain net income for the one-year period ending on October 31 of that year, plus certain other amounts.
     See the part of the next section entitled “Taxation of Certain Investments” for a discussion of the tax consequences to each Fund of certain investments and strategies it or, in the case of a Master-Feeder Fund, its corresponding Portfolio may employ. For easier reading, the term “Portfolio” is used throughout that part (where the context permits) to refer to both a Portfolio (the tax consequences to which generally would “flow-through” to its corresponding Master-Feeder Fund) and a non-Master-Feeder Fund ( i.e. , a Fund that invests directly instead of through a corresponding Portfolio, to which the tax consequences thus would apply directly).
Taxation of the Portfolios
      The Portfolios and their Relationship to the Master-Feeder Funds. Each Portfolio is classified as a separate partnership for federal tax purposes that is not a “publicly traded partnership” treated as a corporation. As a result, each Portfolio is not subject to federal income tax; instead, each investor in a Portfolio, such as a Fund, is required to take into account in determining its federal income tax liability its share of the Portfolio’s income, gains, losses, deductions, and tax preference items, without regard to whether it has received any cash distributions from the Portfolio.
     Because each Master-Feeder Fund is deemed to own a proportionate share of its corresponding Portfolio’s assets and to earn a proportionate share of its corresponding Portfolio’s income for purposes of determining whether the Fund satisfies the requirements to continue to qualify as a RIC, each Portfolio intends to conduct its operations so that its corresponding Master-Feeder Fund will be able to satisfy all those requirements.

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     Distributions to a Master-Feeder Fund from its corresponding Portfolio (whether pursuant to a partial or complete withdrawal or otherwise) will not result in the Fund’s recognition of any gain or loss for federal income tax purposes, except that (1) gain will be recognized to the extent any cash that is distributed exceeds the Fund’s basis in its interest in the Portfolio before the distribution, (2) income or gain will be recognized if the distribution is in liquidation of the Fund’s entire interest in the Portfolio and includes a disproportionate share of any unrealized receivables held by the Portfolio, and (3) loss will be recognized if a liquidation distribution consists solely of cash and/or unrealized receivables. A Master-Feeder Fund’s basis in its interest in its corresponding Portfolio generally will equal the amount of cash and the basis of any property the Fund invests in the Portfolio, increased by the Fund’s share of the Portfolio’s net income and gains and decreased by (a) the amount of cash and the basis of any property the Portfolio distributes to the Fund and (b) the Fund’s share of the Portfolio’s losses.
      Taxation of Certain Investments. A Portfolio may acquire zero coupon or other securities issued with original issue discount. As an investor in a Portfolio that holds those securities, a Master-Feeder Fund would have to take into account its share of the original issue discount that accrues on the securities during the taxable year, even if the Portfolio (and, hence, the Master-Feeder Fund) receives no corresponding payment on the securities during the year. Because each Fund annually must distribute substantially all of its investment company taxable income (plus, in the case of the Municipal Money Market Fund, its share of the Municipal Money Market Portfolio’s net tax-exempt interest income), including any original issue discount (and, in the case of the Municipal Money Market Fund, its share of accrued tax-exempt original issue discount), to satisfy the Distribution Requirement and avoid imposition of the Excise Tax, a Fund may be required in a particular year to distribute as a dividend an amount that is greater than the total amount of cash it actually receives. Those distributions would be made from the Fund’s cash assets, if any, or the proceeds of redemption of a portion of the Master-Feeder Fund’s interest in its corresponding Portfolio (which redemption proceeds would be paid from the Portfolio’s cash assets or the proceeds of sales of portfolio securities, if necessary). The Portfolio might realize capital gains or losses from any such sales, which would increase or decrease the Master-Feeder Fund’s investment company taxable income and/or net capital gain.
     If a Portfolio acquires stock in a foreign corporation that is a “passive foreign investment company” (“PFIC”) and holds the stock beyond the end of the year of acquisition, its corresponding Master-Feeder Fund will be subject to federal income tax on the Fund’s share of a portion of any “excess distribution” the Portfolio receives on the stock or of any gain realized by the Portfolio from disposition of the stock (collectively “PFIC income”), plus interest thereon, even if the Fund distributes that share of the PFIC income as a taxable dividend to its shareholders. Fund distributions thereof will not be eligible for the 15% maximum federal income tax rate on individuals’ “qualified dividend income” mentioned above. A Master-Feeder Fund may avoid this tax and interest if its corresponding Portfolio elects to treat the PFIC as a “qualified electing fund”; however, the requirements for that election are difficult to satisfy. The Portfolios currently do not intend to acquire securities in issuers that are considered PFICs.
     Hedging strategies, such as entering into forward contracts and selling (writing) and purchasing options and futures contracts, involve complex rules that will determine for federal income tax purposes the amount, character and timing of recognition of gains and losses the Portfolios that are permitted to invest therein realize in connection therewith. In general, any Fund’s share of (1) gains from the disposition of foreign currencies and (2) gains from options, futures and forward contracts derived with respect to its (or its corresponding Portfolio’s) business of investing in securities or foreign currencies will be treated as qualifying income under the Income Requirement.
     Dividends and interest the International Equity Fund, the Emerging Markets Fund, and the International Index Series receive, and gains they realize, may be subject to income, withholding or other taxes imposed by foreign countries and U.S. possessions (collectively, “foreign taxes”) that would reduce the yield and/or total return on their securities. Tax treaties between certain countries and the United States may reduce or eliminate foreign taxes, however, and many foreign countries do not impose taxes on capital gains on investments by foreign investors.
     A Portfolio may invest in certain futures contracts (other than “securities futures contracts,” as defined in section 1234B(c) of the Tax Code) and “nonequity” options ( i.e. , certain listed options, such as those on a “broad-based” securities index) — and certain foreign currency options and forward contracts that will be “section 1256 contracts.” Any section 1256 contracts a Portfolio holds at the end of its taxable year generally must be “marked-to-market” (that is, treated as having been sold at that time for its fair market value) for federal income tax purposes, with the result that unrealized gains or losses will be treated as though they were realized. Sixty percent of any net gain or loss realized on these deemed sales, and 60% of any net realized gain or loss from any actual sales of section 1256 contracts, will be treated as long-term capital gain or loss, and the balance will be treated as short-term capital gain or loss. Section 1256 contracts also may be marked-to-market for purposes of the Excise Tax. These rules may operate to increase the amount that a Master-Feeder Fund that invests in such a Portfolio must distribute to satisfy the

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Distribution Requirement ( i.e. , with respect to the portion treated as short-term capital gain), which will be taxable to its shareholders as ordinary income, and to increase the net capital gain such a Fund recognizes, without in either case increasing the cash available to it.
     Section 988 of the Tax Code also may apply to a Portfolio’s forward currency contracts and options on foreign currencies. Under that section, each foreign currency gain or loss generally is computed separately and treated as ordinary income or loss. These gains or losses will increase or decrease the amount of a Fund’s investment company taxable income to be distributed to its shareholders as ordinary income, rather than affecting the amount of its net capital gain. If section 988 losses exceed other investment company taxable income during a taxable year, a Fund would not be able to distribute any dividends, and any distributions made during that year before the losses were realized would be recharacterized as a return of capital to shareholders, rather than as a dividend, thereby reducing each shareholder’s basis in his or her Fund shares.
     Offsetting positions a Portfolio enters into or holds in any actively traded option, futures or forward contract may constitute a “straddle” for federal income tax purposes. Straddles are subject to certain rules that may affect the amount, character and timing of a Portfolio’s gains and losses with respect to positions of the straddle by requiring, among other things, that (1) losses realized on disposition of one position of a straddle be deferred to the extent of any unrealized gain in an offsetting position until the latter position is disposed of, (2) a Portfolio’s holding period in certain straddle positions not begin until the straddle is terminated (possibly resulting in gain being treated as short-term rather than long-term capital gain) and (3) losses recognized with respect to certain straddle positions, that otherwise would constitute short-term capital losses, be treated as long-term capital losses. Applicable regulations also provide certain “wash sale” rules, which apply to transactions where a position is sold at a loss and a new offsetting position is acquired within a prescribed period, and “short sale” rules applicable to straddles. Different elections are available, which may mitigate the effects of the straddle rules, particularly with respect to “mixed straddles” ( i.e. , a straddle of which at least one, but not all, positions are section 1256 contracts).
     When a covered call option written (sold) by a Portfolio expires, it will realize a short-term capital gain equal to the amount of the premium it received for writing the option. When a Portfolio terminates its obligations under such an option by entering into a closing transaction, it will realize a short-term capital gain (or loss), depending on whether the cost of the closing transaction is less (or more) than the premium it received when it wrote the option. When a covered call option written by a Portfolio is exercised, it will be treated as having sold the underlying security, producing long-term or short-term capital gain or loss, depending on the holding period of the underlying security and whether the sum of the option price received on the exercise plus the premium received when it wrote the option is more or less than the underlying security’s basis.
     If a Portfolio has an “appreciated financial position” — generally, an interest (including an interest through an option, futures or forward contract or short sale) with respect to any stock, debt instrument (other than “straight debt”) or partnership interest the fair market value of which exceeds its adjusted basis — and enters into a “constructive sale” of the position, the Portfolio will be treated as having made an actual sale thereof, with the result that it will recognize gain at that time. A constructive sale generally consists of a short sale, an offsetting notional principal contract or a futures or forward contract a Portfolio or a related person enters into with respect to the same or substantially identical property. In addition, if the appreciated financial position is itself a short sale or such a contract, acquisition of the underlying property or substantially identical property will be deemed a constructive sale. The foregoing will not apply, however, to any Portfolio transaction during any taxable year that otherwise would be treated as a constructive sale if the transaction is closed within 30 days after the end of that year and the Portfolio holds the appreciated financial position unhedged for 60 days after that closing ( i.e ., at no time during that 60-day period is the Portfolio’s risk of loss regarding that position reduced by reason of certain specified transactions with respect to substantially identical or related property, such as having an option to sell, being contractually obligated to sell, making a short sale or granting an option to buy substantially identical stock or securities).
     The TIPS Fund invests in inflation-indexed securities (also known as inflation-protected securities), on which principal is adjusted based on changes in an inflation index such as the Consumer Price Index. Net positive adjustments to principal value as a result of an increase in the index are taxable as ordinary income in the year of the adjustment, rather than at maturity when the principal is repaid. Net negative adjustments to principal value as a result of a decrease in the index can be deducted to the extent of the Fund’s interest income from the security for the current and previous taxable years, with any excess being carried forward to future taxable years. The Fund intends to distribute dividends to its shareholders on a quarterly basis that include both interest income and net income representing principal adjustments. Net negative principal adjustments near the end of a taxable year may cause all or a portion of the dividends distributed earlier in the year to be treated as a return of capital.

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Taxation of the Funds’ Shareholders
     Dividends or other distributions a Fund declares in the last quarter of any calendar year that are payable to shareholders of record on a date in that quarter will be deemed to have been paid by the Fund and received by those shareholders on December 31 of that year if the Fund pays the distributions during the following January. Accordingly, those distributions will be reported by, and (except for “exempt-interest dividends,” as defined below) taxed to, those shareholders for the taxable year in which that December 31 falls.
     If Fund shares are sold at a loss after being held for six months or less, the loss will be disallowed to the extent of any exempt-interest dividends received on those shares, and any loss that is not disallowed will be treated as long-term, instead of short-term, capital loss to the extent of any capital gain distributions received thereon. Investors also should be aware that the price of Fund shares at any time may reflect the amount of a forthcoming dividend or capital gain distribution, so if they purchase Fund shares shortly before the record date for a distribution, they will pay full price for the shares and (except for an exempt-interest dividend)receive some portion of the price back as a taxable distribution even thought it represents in part a return of invested capital.
     Distributions by the Municipal Money Market Fund of the amount by which its share of the Municipal Money Market Portfolio’s income on tax-exempt securities exceeds certain amounts disallowed as deductions, designated by it as “exempt-interest dividends,” generally may be excluded from gross income by its shareholders. Dividends the Fund pays will qualify as exempt-interest dividends if, at the close of each quarter of its taxable year, at least 50% of the value of its total assets (including its share of the Portfolio’s total assets) consists of securities the interest on which is excludable from gross income under section 103(a) of the Tax Code. The Fund and the Portfolio intend to continue to satisfy this requirement. The aggregate dividends excludable from shareholders’ gross income may not exceed the Fund’s net tax-exempt income. The shareholders’ treatment of dividends from the Fund under state and local income tax laws may differ from the treatment thereof under the Tax Code.
     The Municipal Money Market Fund’s distributions attributable to interest on certain private activity bonds (“PABs”) are treated as an item of tax preference for purposes of the federal alternative minimum tax (“AMT”), although they remain fully tax-exempt for regular federal income tax purposes. Exempt-interest dividends that a corporate shareholder receives may be indirectly subject to the AMT. In addition, entities or persons who are “substantial users” (or persons related to “substantial users”) of facilities financed by PABs should consult their tax advisors before purchasing shares of the Municipal Money Market Fund because, for users of certain of these facilities, the interest on PABs is not exempt from federal income tax. For these purposes, the term “substantial user” is defined generally to include a “non-exempt person” who regularly uses in trade or business a part of a facility financed from the proceeds of PABs.
     Up to 85% of social security and railroad retirement benefits may be included in taxable income for recipients whose adjusted gross income (including income from tax-exempt sources such as the Municipal Money Market Fund) plus 50% of their benefits exceeds certain base amounts. Exempt-interest dividends from the Fund still are tax-exempt to the extent described above; they are only included in the calculation of whether a recipient’s income exceeds the established amounts.
     If more than 50% of the value of the total assets of the International Equity Fund, Emerging Markets Fund or International Equity Index Fund (including, as applicable, the share of its corresponding Portfolio’s total assets) at the close of its taxable year consists of securities of foreign corporations, that Fund will be eligible to, and may, file an election with the IRS that will enable its shareholders, in effect, to receive the benefit of the foreign tax credit with respect to its share of any foreign and U.S. possessions income taxes paid by it or, as applicable, its corresponding Portfolio. If a Fund makes this election, it will treat those taxes as dividends paid to its shareholders and each shareholder will be required to (1) include in gross income, and treat as paid by him, his proportionate share of those taxes, (2) treat his share of those taxes and of any dividend the Fund pays that represents income from foreign or U.S. possessions sources as his own income from those sources and (3) either use the foregoing information in calculating the foreign tax credit against his federal income tax or, alternatively, deduct the taxes deemed paid by him in computing his taxable income. If a Fund makes this election, it will report to its shareholders shortly after each taxable year their respective shares of the Fund’s (or the Fund’s share of the Portfolio’s) income from foreign and U.S. possessions sources and foreign taxes paid. Pursuant to that election, individuals who have no more than $300 ($600 for married persons filing jointly) of creditable foreign taxes included on Forms 1099 and all of whose foreign source income is “qualified passive income” may elect each year to be exempt from the extremely complicated foreign tax credit limitation and will be able to claim a foreign tax credit without having to file the detailed Form 1116 that otherwise is required.
     The foregoing is only a summary of some of the important federal tax considerations affecting the Funds and

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their shareholders and is not intended as a substitute for careful tax planning. Accordingly, prospective investors are advised to consult their own tax advisors for more detailed information regarding the above and for information regarding federal, state, local and foreign taxes.
DESCRIPTION OF THE TRUST
     The Trust is an entity of the type commonly known as a “Massachusetts business trust.” Under Massachusetts law, shareholders of such a trust may, under certain circumstances, be held personally liable for its obligations. However, the Trust’s Declaration of Trust contains an express disclaimer of shareholder liability for acts or obligations of the Trust and provides for indemnification and reimbursement of expenses out of Trust property for any shareholder held personally liable for the obligations of the Trust. The Declaration of Trust also provides that the Trust may maintain appropriate insurance (for example, fidelity bonding) for the protection of the Trust, its shareholders, Trustees, officers, employees and agents to cover possible tort and other liabilities. Thus, the risk of a shareholder incurring financial loss due to shareholder liability is limited to circumstances in which both inadequate insurance existed and the Trust itself was unable to meet its obligations. The Trust has not engaged in any other business.
     The Trust was originally created to manage money for large institutional investors, including pension and 401(k) plans for American Airlines, Inc. The AMR Class is offered to tax-exempt retirement and benefit plans of AMR Corporation and its affiliates. The following individuals are eligible for purchasing shares of the Institutional Class with an initial investment of less than $2 million: (i) employees of the Manager, (ii) officers and directors of AMR Corporation, (iii) members of the Trust’s Board of Trustees, and (iv) any shareholders that the Manager transfers to the Institutional Class upon termination of the class of shares in which the shareholders were originally invested. The PlanAhead Class was created to give individuals and other smaller investors an opportunity to invest in the American Beacon Funds. As a result, shareholders of the PlanAhead Class benefit from the economies of scale generated by being part of a larger pool of assets. The Service Class was created for individuals and other smaller investors investing in the Funds through third party intermediaries. The expense structure of the Service Class allows for payments to these intermediaries for providing shareholder services.
     The Balanced, Emerging Markets, Enhanced Income, High Yield Bond, Intermediate Bond, International Equity, Large Cap Growth, Large Cap Value, Mid-Cap Value, Short-Term Bond, Small Cap Value, Small Cap Value Opportunity, and Treasury Inflation Protected Securities Funds utilize a multi-manager approach designed to reduce volatility by diversifying assets over multiple investment management firms. Each sub-advisor is carefully chosen by the Manager through a rigorous screening process.
FINANCIAL STATEMENTS
     The audited financial statements of the following Funds, including the reports of the independent registered public accounting firm, Ernst & Young LLP, are incorporated by reference to the American Beacon Funds’ Annual Report to Shareholders for the period ended October 31, 2006.
         
Balanced Fund   Intermediate Bond Fund   Mid-Cap Value Fund
Emerging Markets Fund   International Equity Fund   Short-Term Bond Fund
Enhanced Income Fund   Large Cap Growth Fund   Small Cap Value Fund
High Yield Bond Fund   Large Cap Value Fund Small   Cap Value Opportunity Fund
The audited financial statements of the following Funds and Portfolios, including the reports of the independent registered public accounting firms (Ernst & Young LLP for the Funds and Equity 500 Index Portfolio and Deloitte & Touche LLP for the Portfolios of the Index Trust), are incorporated by reference to the American Beacon Funds’ Annual Report to Shareholders of the International Equity Index Fund, S&P 500 Index Fund and Small Cap Index Fund for the period ended December 31, 2006.
     
International Equity Index Fund
  Equity 500 Index Portfolio
S&P 500 Index Fund
  Master International Index Series
Small Cap Index Fund
  Master Small Cap Index Series
The audited financial statements of the following Funds and Portfolios, including the reports of the independent registered public accounting firm, Ernst & Young LLP, are incorporated by reference to the American Beacon Funds’ Annual Report to Shareholders of the Money Market Fund, Municipal Money Market Fund, and U.S. Government Money Market Fund for the period ended December 31, 2006.
     
Money Market Fund
  Money Market Portfolio
Municipal Money Market Fund
  Municipal Money Market Portfolio
U.S. Government Money Market Fund
  U.S. Government Money Market Portfolio

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OTHER INFORMATION
     For easier reading, the term “Portfolio” is used throughout this section to refer to both a Portfolio and a non-Master Feeder Fund, unless stated otherwise.
      Asset-Backed Securities — Asset-backed securities are securities issued by trusts and special purpose entities that are backed by pools of assets, such as automobile and credit-card receivables and home equity loans, which pass through the payments on the underlying obligations to the security holders (less servicing fees paid to the originator or fees for any credit enhancement). Typically, loans or accounts receivable paper are transferred from the originator to a specially created trust, which repackages the trust’s interests as securities with a minimum denomination and a specific term. The securities are then privately placed or publicly offered. Examples include certificates for automobile receivables and so-called plastic bonds, backed by credit card receivables. The Portfolios are permitted to invest in asset-backed securities, subject to the Portfolios’ rating and quality requirements. The Portfolios are permitted to invest in asset-backed securities, subject to the Portfolios’ rating and quality requirements.
     The value of an asset-backed security is affected by, among other things, changes in the market’s perception of the asset backing the security, the creditworthiness of the servicing agent for the loan pool, the originator of the loans and the financial institution providing any credit enhancement. Payments of principal and interest passed through to holders of asset-backed securities are frequently supported by some form of credit enhancement, such as a letter of credit, surety bond, limited guarantee by another entity or by having a priority to certain of the borrower’s other assets. The degree of credit enhancement varies, and generally applies to only a portion of the asset-backed security’s par value. Value is also affected if any credit enhancement has been exhausted.
      Bank Deposit Notes — Bank deposit notes are obligations of a bank, rather than bank holding company corporate debt. The only structural difference between bank deposit notes and certificates of deposit is that interest on bank deposit notes is calculated on a 30/360 basis, as are corporate notes/bonds. Similar to certificates of deposit, deposit notes represent bank level investments and, therefore, are senior to all holding company corporate debt.
      Bankers’ Acceptances — Bankers’ acceptances are short-term credit instruments designed to enable businesses to obtain funds to finance commercial transactions. Generally, an acceptance is a time draft drawn on a bank by an exporter or an importer to obtain a stated amount of funds to pay for specific merchandise. The draft is then “accepted” by a bank that, in effect, unconditionally guarantees to pay the face value of the instrument on its maturity date. The acceptance may then be held by the accepting bank as an earning asset or it may be sold in the secondary market at the going rate of discount for a specific maturity. Although maturities for acceptances can be as long as 270 days, most acceptances have maturities of six months or less.
      Borrowing Risks — The Portfolios may borrow for temporary purposes. Borrowing may exaggerate changes in a Fund’s NAV and in its total return. Interest expense and other fees associated with borrowing may reduce a Fund’s return.
      Cash Equivalents — Cash equivalents include certificates of deposit, bearer deposit notes, bankers’ acceptances, government obligations, commercial paper, short-term corporate debt securities and repurchase agreements.
      Certificates of Deposit — Certificates of deposit are issued against funds deposited in an eligible bank (including its domestic and foreign branches, subsidiaries and agencies), are for a definite period of time, earn a specified rate of return and are normally negotiable.
      Commercial Paper — Commercial paper refers to promissory notes representing an unsecured debt of a corporation or finance company with a fixed maturity of no more than 270 days. A variable amount master demand note (which is a type of commercial paper) represents a direct borrowing arrangement involving periodically fluctuating rates of interest under a letter agreement between a commercial paper issuer and an institutional lender pursuant to which the lender may determine to invest varying amounts.
      Convertible Securities — Convertible securities include corporate bonds, notes, preferred stock or other securities that may be converted into or exchanged for a prescribed amount of common stock of the same or a different issuer within a particular period of time at a specified price or formula. A convertible security entitles the

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holder to receive interest paid or accrued on debt or dividends paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. While no securities investment is without some risk, investments in convertible securities generally entail less risk than the issuer’s common stock, although the extent to which such risk is reduced depends in large measure upon the degree to which the convertible security sells above its value as a fixed income security. The market value of convertible securities tends to decline as interest rates increase and, conversely, to increase as interest rates decline. While convertible securities generally offer lower interest or dividend yields than non-convertible debt securities of similar quality, they do enable the investor to benefit from increases in the market price of the underlying common stock. Holders of convertible securities have a claim on the assets of the issuer prior to the common stockholders, but may be subordinated to holders of similar non-convertible securities of the same issuer. Because of the conversion feature, the Manager considers some convertible securities to be equity equivalents.
      Cover — Transactions using forward contracts, futures contracts, options on futures contracts and written options (“Financial Instruments”) expose a Portfolio to an obligation to another party. A Portfolio will not enter into any such transactions unless it owns either (1) an offsetting (“covered”) position in securities, currencies, or other forward contracts, options or futures contracts, or (2) cash, receivables and liquid assets, with a value, marked-to-market daily, sufficient to cover its potential obligations to the extent not covered as provided in (1) above. Each Portfolio will comply with SEC guidelines regarding cover for these instruments and will, if the guidelines so require, set aside cash, receivables, or liquid assets in a segregated account with its custodian in the prescribed amount.
     Assets used as cover or held in a segregated account cannot be sold while the position in the corresponding Financial Instrument is open, unless they are replaced with other appropriate assets. As a result, the commitment of a large portion of a Portfolio’s assets to cover or to segregated accounts could impede portfolio management or the Portfolio’s ability to meet redemption requests or other current obligations.
      Debentures — Debentures are unsecured debt securities. The holder of a debenture is protected only by the general creditworthiness of the issuer.
      Depositary Receipts — American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), Global Depositary Receipts (GDRs) — ADRs are depositary receipts for foreign issuers in registered form traded in U.S. securities markets. EDRs are in bearer form and traded in European securities markets. GDRs are in bearer form and traded in both the U.S. and European securities markets. Depositary receipts may not be denominated in the same currency as the securities into which they may be converted. Investing in depositary receipts entails substantially the same risks as direct investment in foreign securities. There is generally less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign stock exchanges, brokers and listed companies. In addition, such companies may use different accounting and financial standards (and certain currencies may become unavailable for transfer from a foreign currency), resulting in a Fund’s possible inability to convert immediately into U.S. currency proceeds realized upon the sale of portfolio securities of the affected foreign companies. In addition, a Portfolio may invest in unsponsored depositary receipts, the issuers of which are not obligated to disclose material information about the underlying securities to investors in the United States. Ownership of unsponsored depositary receipts may not entitle a Portfolio to the same benefits and rights as ownership of a sponsored depositary receipt or the underlying security. Please see “Foreign Securities” below for a description of the risks associated with investments in foreign securities.
      Derivatives — Generally, a derivative is a financial arrangement, the value of which is based on, or “derived” from, a traditional security, asset or market index. Some “derivatives” such as mortgage-related and other asset-backed securities are in many respects like any other investment, although they may be more volatile or less liquid than more traditional debt securities. There are, in fact, many different types of derivatives and many different ways to use them. There are a range of risks associated with those uses. Certain derivative securities are described more accurately as index/structured securities. Index/structured securities are derivative securities whose value or performance is linked to other equity securities (such as depositary receipts), currencies, interest rates, indices or other financial indicators (reference indices).
      Dollar Rolls — A dollar roll is a contract to sell mortgage-backed securities as collateral against a commitment to repurchase similar, but not identical, mortgage-backed securities on a specified future date. The other party to the contract is entitled to all principal, interest, and prepayment cash flows while it holds the collateral. Each Portfolio maintains with its custodian a segregated account containing high-grade liquid securities in an amount at least equal to the forward purchase obligation.

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      Emerging Market Risks — The Emerging Markets Fund invests in the securities of issuers domiciled in various countries with emerging capital markets. Investments in the securities of issuers domiciled in countries with emerging capital markets involve significantly higher risks not involved in investments in securities of issuers in more developed capital markets, such as (i) low or non-existent trading volume, resulting in a lack of liquidity and increased volatility in prices for such securities, as compared to securities of comparable issuers in more developed capital markets, (ii) uncertain national policies and social, political and economic instability, increasing the potential for expropriation of assets, confiscatory taxation, high rates of inflation or unfavorable diplomatic developments, (iii) possible fluctuations in exchange rates, differing legal systems and the existence or possible imposition of exchange controls, custodial restrictions or other non-U.S. or U.S. governmental laws or restrictions applicable to such investments, (iv) national policies that may limit the Fund’s investment opportunities such as restrictions on investment in issuers or industries deemed sensitive to national interests, (v) the lack or relatively early development of legal structures governing private and foreign investments and private property, and (vi) less diverse or immature economic structures. In addition to withholding taxes on investment income, some countries with emerging markets may impose differential capital gain taxes on foreign investors.
     Such capital markets are emerging in a dynamic political and economic environment brought about by events over recent years that have reshaped political boundaries and traditional ideologies. In such a dynamic environment, there can be no assurance that these capital markets will continue to present viable investment opportunities for the Fund. In the past, governments of such nations have expropriated substantial amounts of private property, and most claims of the property owners have never been fully settled. There is no assurance that such expropriations will not reoccur. In such event, it is possible that the Fund could lose the entire value of its investments in the affected markets.
     The economies of emerging market countries may be based predominately on only a few industries or may be dependent on revenues from participating commodities or on international aid or developmental assistance, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates.
     Also, there may be less publicly available information about issuers in emerging markets than would be available about issuers in more developed capital markets, and such issuers may not be subject to accounting, auditing and financial reporting standards and requirements comparable to those to which U.S. companies are subject. In certain countries with emerging capital markets, reporting standards vary widely. As a result, traditional investment measurements used in the U.S., such as price/earnings ratios, may not be applicable. Emerging market securities may be substantially less liquid and more volatile than those of mature markets, and companies may be held by a limited number of persons. This may adversely affect the timing and pricing of the Fund’s acquisition or disposal of securities.
     Practices in relation to settlement of securities transactions in emerging markets involve higher risks than those in developed markets, in part because the Fund will need to use brokers and counterparties that are less well capitalized, and custody and registration of assets in some countries may be unreliable.
      Eurodollar and Yankeedollar obligations — Eurodollar obligations are U.S. dollar obligations issued outside the United States by domestic or foreign entities, while Yankeedollar obligations are U.S. dollar obligations issued inside the United States by foreign entities. There is generally less publicly available information about foreign issuers and there may be less governmental regulation and supervision of foreign stock exchanges, brokers and listed companies. Foreign issuers may use different accounting and financial standards, and the addition of foreign governmental restrictions may affect adversely the payment of principal and interest on foreign investments. In addition, not all foreign branches of United States banks are supervised or examined by regulatory authorities as are United States banks, and such branches may not be subject to reserve requirements.
      Exchange-Traded Funds — A Portfolio may purchase shares of exchange-traded funds (ETFs). ETFs trade like a common stock and usually represent a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. Typically, a Portfolio would purchase ETF shares for the same reason it would purchase (and as an alternative to purchasing) futures contracts: to obtain exposure to all or a portion of the stock or bond market. ETF shares enjoy several advantages over futures. Depending on the market, the holding period, and other factors, ETF shares can be less costly and more tax-efficient than futures. In addition, ETF shares can be purchased for smaller sums, offer exposure to market sectors and styles for which there is no suitable or liquid futures contract, and do not involve leverage.
     An investment in an ETF generally presents the same primary risks as an investment in a conventional fund

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(i.e., one that is not exchange traded) that has the same investment objective, strategies, and policies. The price of an ETF can fluctuate within a wide range, and a Portfolio could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs are subject to the following risks that do not apply to conventional funds: (1) the market price of the ETF’s shares may trade at a discount to their net asset value; (2) an active trading market for an ETF’s shares may not develop or be maintained; or (3) trading of an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally. Most ETFs are investment companies. Therefore, a Portfolio ‘s purchases of ETF shares generally are subject to the limitations on, and the risks of, a fund’s investments in other investment companies, which are described below.
      Foreign Debt Securities — The High Yield Bond Fund may invest in foreign fixed and floating rate income securities (including emerging market securities) all or a portion of which may be non-U.S. dollar denominated and which include: (a) debt obligations issued or guaranteed by foreign national, provincial, state, municipal or other governments with taxing authority or by their agencies or instrumentalities, including Brady Bonds; (b) debt obligations of supranational entities; (c) debt obligations of the U.S. Government issued in non-dollar securities; (d) debt obligations and other fixed income securities of foreign corporate issuers (both dollar and non-dollar denominated); and (e) U.S. corporate issuers (both Eurodollar and non-dollar denominated). There is no minimum rating criteria for the Fund’s investments in such securities. Investing in the securities of foreign issuers involves special considerations that are not typically associated with investing in the securities of U.S. issuers. In addition, emerging markets are markets that have risks that are different and higher than those in more developed markets. See “Eurodollar and Yankeedollar Obligations” for a further discussion of these risks.
      Foreign Securities — A Portfolio may invest in U.S. dollar-denominated securities of foreign issuers and foreign branches of U.S. banks, including negotiable certificates of deposit (“CDs”), bankers’ acceptances, and commercial paper. Foreign issuers are issuers organized and doing business principally outside the United States and include banks, non-U.S. governments, and quasi-governmental organizations. While investments in foreign securities are intended to reduce risk by providing further diversification, such investments involve sovereign and other risks, in addition to the credit and market risks normally associated with domestic securities. These additional risks include the possibility of adverse political and economic developments (including political or social instability, nationalization, expropriation, or confiscatory taxation); the potentially adverse effects of unavailability of public information regarding issuers, less governmental supervision and regulation of financial markets, reduced liquidity of certain financial markets, and the lack of uniform accounting, auditing, and financial reporting standards or the application of standards that are different or less stringent than those applied in the United States; different laws and customs governing securities tracking; and possibly limited access to the courts to enforce each Portfolio’s rights as an investor.
     A Portfolio also may invest in equity, debt, or other income-producing securities that are denominated in or indexed to foreign currencies, including (1) common and preferred stocks, (2) CDs, commercial paper, fixed time deposits, and bankers’ acceptances issued by foreign banks, (3) obligations of other corporations, and (4) obligations of foreign governments and their subdivisions, agencies, and instrumentalities, international agencies, and supranational entities. Investing in foreign currency denominated securities involves the special risks associated with investing in non-U.S. issuers, as described in the preceding paragraph, and the additional risks of (1) adverse changes in foreign exchange rates and (2) adverse changes in investment or exchange control regulations (which could prevent cash from being brought back to the United States). Additionally, dividends and interest payable on foreign securities (and gains realized on disposition thereof) may be subject to foreign taxes, including taxes withheld from those payments. Commissions on foreign securities exchanges are often at fixed rates and are generally higher than negotiated commissions on U.S. exchanges, although each Portfolio endeavors to achieve the most favorable net results on portfolio transactions.
     Foreign securities often trade with less frequency and in less volume than domestic securities and therefore may exhibit greater price volatility. Additional costs associated with an investment in foreign securities may include higher custodial fees than apply to domestic custody arrangements and transaction costs of foreign currency conversions.
     Foreign markets also have different clearance and settlement procedures. In certain markets, there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Delays in settlement could result in temporary periods when a portion of the assets of a Portfolio is uninvested and no return is earned thereon. The inability of a Portfolio to make intended security purchases due to settlement problems could cause the Portfolio to miss attractive investment opportunities. Inability to dispose of portfolio securities due to settlement problems could result in losses to a Portfolio due to

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subsequent declines in value of the securities or, if the Portfolio has entered into a contract to sell the securities, could result in possible liability to the purchaser.
     Interest rates prevailing in other countries may affect the prices of foreign securities and exchange rates for foreign currencies. Local factors, including the strength of the local economy, the demand for borrowing, the government’s fiscal and monetary policies, and the international balance of payments, often affect interest rates in other countries. Individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency, and balance of payments position.
      Forward Foreign Currency Exchange Contracts — The the International Equity Fund, International Index Series, and Emerging Markets Fund (the “International Portfolios”) may enter into forward foreign currency exchange contracts (“forward currency contracts”). A forward currency contract involves an obligation to purchase or sell a specified currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties at a price set at the time of the contract. These contracts are traded in the interbank market conducted directly between currency traders (usually large commercial banks) and their customers.
     Forward currency contracts may serve as long hedges — for example, an International Portfolio may purchase a forward currency contract to lock in the U.S. dollar price of a security denominated in a foreign currency that it intends to acquire. Forward currency contract transactions also may serve as short hedges — for example, an International Portfolio may sell a forward currency contract to lock in the U.S. dollar equivalent of the proceeds from the anticipated sale of a security or from a dividend or interest payment on a security denominated in a foreign currency.
     The International Portfolios may enter into forward currency contracts to sell a foreign currency for a fixed U.S. dollar amount approximating the value of some or all of their respective portfolio securities denominated in such foreign currency. In addition, the International Portfolios may use forward currency contracts when BlackRock or a sub-advisor wishes to “lock in” the U.S. dollar price of a security when the Portfolio is purchasing or selling a security denominated in a foreign currency or anticipates receiving a dividend or interest payment denominated in a foreign currency.
     The International Portfolios may enter into forward currency contracts for the purchase or sale of a specified currency at a specified future date either with respect to specific transactions or with respect to portfolio positions in order to minimize the risk to a Portfolio from adverse changes in the relationship between the U.S. dollar and foreign currencies.
     The International Portfolios may seek to hedge against changes in the value of a particular currency by using forward currency contracts on another foreign currency or a basket of currencies, the value of which BlackRock or the applicable sub-advisor believes will have a positive correlation to the values of the currency being hedged. Use of a different foreign currency magnifies the risk that movements in the price of the forward contract will not correlate or will correlate unfavorably with the foreign currency being hedged.
     In addition, an International Portfolio may use forward currency contracts to shift exposure to foreign currency fluctuations from one country to another. For example, if a Portfolio owned securities denominated in a foreign currency that BlackRock or a sub-advisor believed would decline relative to another currency, it might enter into a forward currency contract to sell an appropriate amount of the first foreign currency, with payment to be made in the second currency. Transactions that use two foreign currencies are sometimes referred to as “cross hedging.” Use of a different foreign currency magnifies a Portfolio’s exposure to foreign currency exchange rate fluctuations.
     The cost to a Portfolio of engaging in forward currency contracts varies with factors such as the currency involved, the length of the contract period and the market conditions then prevailing. Because forward currency contracts usually are entered into on a principal basis, no fees or commissions are involved. When a Portfolio enters into a forward currency contract, it relies on the counterparty to make or take delivery of the underlying currency at the maturity of the contract. Failure by the counterparty to do so would result in the loss of any expected benefit of the transaction.
     Sellers or purchasers of forward currency contracts can enter into offsetting closing transactions, similar to closing transactions on futures, by purchasing or selling, respectively, an instrument identical to the instrument sold or bought, respectively. Secondary markets generally do not exist for forward currency contracts, however, with the result that closing transactions generally can be made for forward currency contracts only by negotiating directly with the counterparty. Thus, there can be no assurance that a Portfolio will in fact be able to close out a forward currency

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contract at a favorable price prior to maturity. In addition, in the event of insolvency of the counterparty, a Portfolio might be unable to close out a forward currency contract at any time prior to maturity. In either event, the Portfolio would continue to be subject to market risk with respect to the position, and would continue to be required to maintain a position in the securities or currencies that are the subject of the hedge or to maintain cash or securities.
     The precise matching of forward currency contract amounts and the value of the securities involved generally will not be possible because the value of such securities, measured in the foreign currency, will change after the forward currency contract has been established. Thus, a Portfolio might need to purchase or sell foreign currencies in the spot (cash) market to the extent such foreign currencies are not covered by forward contracts. The projection of short-term currency market movements is extremely difficult, and the successful execution of a short-term hedging strategy is highly uncertain.
      Full Faith and Credit Obligations of the U.S. Government — Securities issued or guaranteed by the U.S. Treasury, backed by the full taxing power of the U.S. Government or the right of the issuer to borrow from the U.S. Treasury.
      Futures Contracts — Futures contracts obligate a purchaser to take delivery of a specific amount of an obligation underlying the futures contract at a specified time in the future for a specified price. Likewise, the seller incurs an obligation to deliver the specified amount of the underlying obligation against receipt of the specified price. Futures are traded on both U.S. and foreign commodities exchanges. Futures contracts will be traded for the same purposes as entering into forward contracts. The use of futures contracts by the Equity 500 Index Portfolio and Index Trust Portfolios is explained further under “Index Futures Contracts and Options on Index Futures Contracts.”
     The purchase of futures can serve as a long hedge, and the sale of futures can serve as a short hedge.
     No price is paid upon entering into a futures contract. Instead, at the inception of a futures contract a Portfolio is required to deposit “initial deposit” consisting of cash or U.S. Government Securities in an amount generally equal to 10% or less of the contract value. Margin must also be deposited when writing a call or put option on a futures contract, in accordance with applicable exchange rules. Unlike margin in securities transactions, initial margin on futures contracts does not represent a borrowing, but rather is in the nature of a performance bond or good-faith deposit that is returned to the Portfolio at the termination of the transaction if all contractual obligations have been satisfied. Under certain circumstances, such as periods of high volatility, a Portfolio may be required by a futures exchange to increase the level of its initial margin payment, and initial margin requirements might be increased generally in the future by regulatory action.
     Subsequent “variation margin” payments are made to and from the futures broker daily as the value of the futures position varies, a process known as “marking-to-market.” Variation margin does not involve borrowing, but rather represents a daily settlement of a Portfolio’s obligations to or from a futures broker. When the Portfolio purchases or sells a futures contract, it is subject to daily variation margin calls that could be substantial in the event of adverse price movements. If a Portfolio has insufficient cash to meet daily variation margin requirements, it might need to sell securities at a time when such sales are disadvantageous.
     Purchasers and sellers of futures contracts can enter into offsetting closing transactions, by selling or purchasing, respectively, an instrument identical to the instrument purchased or sold. Positions in futures contracts may be closed only on a futures exchange or board of trade that provides a secondary market. The Portfolios intend to enter into futures contracts only on exchanges or boards of trade where there appears to be a liquid secondary market. However, there can be no assurance that such a market will exist for a particular contract at a particular time. In such event, it may not be possible to close a futures contract.
     Although futures contracts by their terms call for the actual delivery or acquisition of securities or currency, in most cases the contractual obligation is fulfilled before the date of the contract without having to make or take delivery of the securities or currency. The offsetting of a contractual obligation is accomplished by buying (or selling, as appropriate) on a commodities exchange an identical futures contract calling for delivery in the same month. Such a transaction, which is effected through a member of an exchange, cancels the obligation to make or take delivery of the securities or currency. Since all transactions in the futures market are made, offset or fulfilled through a clearinghouse associated with the exchange on which the contracts are traded, a Portfolio will incur brokerage fees when it purchases or sells futures contracts.
     Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day’s settlement price; once that limit is reached, no trades may be made

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that day at a price beyond the limit. Daily price limits do not limit potential losses because prices could move to the daily limit for several consecutive days with little or no trading, thereby preventing liquidation of unfavorable positions.
     If a Portfolio were unable to liquidate a futures contract due to the absence of a liquid secondary market or the imposition of price limits, it could incur substantial losses. The Portfolio would continue to be subject to market risk with respect to the position. In addition, the Portfolio would continue to be required to make daily variation margin payments and might be required to maintain the position being hedged by the futures contract or option thereon or to maintain cash or securities in a segregated account.
     To the extent that a Portfolio enters into futures contracts, in each case other than for bona fide hedging purposes (as defined by the Commodities Futures Trading Commission (“CFTC”)), the aggregate initial margin will not exceed 5% of the liquidation value of a Portfolio’s portfolio, after taking into account unrealized profits and unrealized losses on any contracts that the Portfolio has entered into. This policy does not limit to 5% the percentage of the Portfolio’s assets that are at risk in futures contracts.
     The ordinary spreads between prices in the cash and futures market, due to differences in the nature of those markets, are subject to distortions. First, all participants in the futures market are subject to initial deposit and variation margin requirements. Rather than meeting additional variation margin deposit requirements, investors may close futures contracts through offsetting transactions that could distort the normal relationship between the cash and futures markets. Second, the liquidity of the futures market depends on participants entering into offsetting transactions rather than making or taking delivery. To the extent participants decide to make or take delivery, liquidity in the futures market could be reduced, thus producing distortion. Third, from the point of view of speculators, the margin deposit requirements in the futures market are less onerous than margin requirements in the securities market. Therefore, increased participation by speculators in the futures market may cause temporary price distortions. Due to the possibility of distortion, a correct forecast of securities price or currency exchange rate trends by SSgA FM, BlackRock or a sub-advisor may still not result in a successful transaction.
     In addition, futures contracts entail risks. Although SSgA FM, BlackRock or a sub-advisor may believe that use of such contracts will benefit a particular Portfolio, if that investment advisor’s investment judgment about the general direction of, for example, an index is incorrect, a Portfolio’s overall performance would be worse than if it had not entered into any such contract. In addition, there are differences between the securities and futures markets that could result in an imperfect correlation between the markets, causing a given transaction not to achieve its objectives.
      General Obligation Bonds — General obligation bonds are secured by the pledge of the issuer’s full faith, credit, and usually, taxing power. The taxing power may be an unlimited ad valorem tax or a limited tax, usually on real estate and personal property. Most states do not tax real estate, but leave that power to local units of government.
      Illiquid Securities — Historically, illiquid securities have included securities subject to contractual or legal restrictions on resale because they have not been registered under the 1933 Act, securities that are otherwise not readily marketable, and repurchase agreements having a remaining maturity of longer than seven calendar days. Securities that have not been registered under the 1933 Act are referred to as private placements or restricted securities and are purchased directly from the issuer or in the secondary market. These securities may be sold only in a privately negotiated transaction or pursuant to an exemption from registration. A large institutional market exists for certain securities that are not registered under the 1933 Act, including repurchase agreements, commercial paper, foreign securities, municipal securities and corporate bonds and notes. Institutional investors depend on an efficient institutional market in which the unregistered security can be readily resold or on an issuer’s ability to honor a demand for repayment. However, the fact that there are contractual or legal restrictions on resale of such investments to the general public or to certain institutions may not be indicative of their liquidity.
     In recognition of the increased size and liquidity of the institutional market for unregistered securities and the importance of institutional investors in the formation of capital, the SEC has adopted Rule 144A under the 1933 Act. Rule 144A is designed to facilitate efficient trading among institutional investors by permitting the sale of certain unregistered securities to qualified institutional buyers. To the extent privately placed securities held by a Portfolio qualify under Rule 144A and an institutional market develops for those securities, that Portfolio likely will be able to dispose of the securities without registering them under the 1933 Act. To the extent that institutional buyers become, for a time, uninterested in purchasing these securities, investing in Rule 144A securities could increase the level of a Portfolio’s illiquidity. The Manager or the sub-advisor, as applicable, acting under guidelines established by the Board, may determine that certain securities qualified for trading under Rule 144A are liquid. Regulation S under the

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1933 Act permits the sale abroad of securities that are not registered for sale in the United States.
     Mutual funds do not typically hold a significant amount of these restricted or other illiquid securities because of the potential for delays on resale and uncertainty in valuation. Limitations on resale may have an adverse effect on the marketability of portfolio securities, and a Portfolio might be unable to dispose of restricted or other illiquid securities promptly or at reasonable prices and might thereby experience difficulty satisfying redemptions within seven calendar days. In addition, a Portfolio may get only limited information about an issuer, so it may be less able to predict a loss. A Portfolio also might have to register such restricted securities in order to dispose of them resulting in additional expense and delay. Adverse market conditions could impede such a public offering of securities.
      Index Futures Contracts and Options on Index Futures Contracts — The Balanced Fund, Emerging Markets Fund, International Equity Fund, Large Cap Growth Fund, Large Cap Value Fund, Mid-Cap Value Fund, Small Cap Value Fund, Small Cap Value Opportunity Fund, Index Trust Portfolios, and Equity 500 Index Portfolio (the “Portfolios”) may invest in index futures contracts, options on index futures contracts and options on securities indices.
      Index Futures Contracts - U.S. futures contracts trade on exchanges that have been designated “contracts markets” by the CFTC and must be executed through a futures commission merchant, or brokerage firm, which is a member of the relevant contract market. Futures contracts trade on a number of exchange markets.
     At the same time a futures contract on an index is purchased or sold, the Portfolio must allocate cash or securities as a deposit payment (“initial deposit”). It is expected that the initial deposit would be approximately 1-1/2% to 5% of a contract’s face value. Daily thereafter, the futures contract is valued and the payment of “variation margin” may be required.
      Options on Index Futures Contracts - The purchase of a call option on an index futures contract is similar in some respects to the purchase of a call option on such an index.
     The writing of a call option on a futures contract with respect to an index constitutes a partial hedge against declining prices of the underlying securities that are deliverable upon exercise of the futures contract. If the futures price at expiration of the option is below the exercise price, the Portfolio will retain the full amount of the option premium, which provides a partial hedge against any decline that may have occurred in the Portfolio’s holdings. The writing of a put option on an index futures contract constitutes a partial hedge against increasing prices of the underlying securities that are deliverable upon exercise of the futures contract. If the futures price at expiration of the option is higher than the exercise price, the Portfolio will retain the full amount of the option premium, which provides a partial hedge against any increase in the price of securities that the Portfolio intends to purchase. If a put or call option the Portfolio has written is exercised, the Portfolio will incur a loss that will be reduced by the amount of the premium it receives. Depending on the degree of correlation between changes in the value of its portfolio securities and changes in the value of its futures positions, the Portfolio’s losses or gains from existing options on futures may to some extent be reduced or increased by changes in the value of portfolio securities.
     The purchase of a put option on a futures contract with respect to an index is similar in some respects to the purchase of protective put options on the Index. For example, the Portfolio may purchase a put option on an index futures contract to hedge against the risk of lowering securities values.
     The amount of risk a Portfolio assumes when it purchases an option on a futures contract with respect to an index is the premium paid for the option plus related transaction costs. In addition to the correlation risks discussed above, the purchase of such an option also entails the risk that changes in the value of the underlying futures contract will not be fully reflected in the value of the option purchased.
     The Equity 500 Index Portfolio Board has adopted the requirement that index futures contracts and options on index futures contracts be used as a hedge. Stock index futures may be used on a continual basis to equitize cash so that the Portfolios may maintain maximum equity exposure. Each Portfolio will not enter into any futures contracts or options on futures contracts if immediately thereafter the amount of margin deposits on all the futures contracts of the Portfolio and premiums paid on outstanding options on futures contracts owned by the Portfolio would exceed 5% of the market value of the total assets of the Portfolio.
      Futures Contracts on Stock Indices - The Portfolios may enter into contracts providing for the making

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and acceptance of a cash settlement based upon changes in the value of an index of securities (“Index Futures Contracts”). This investment technique is used only to hedge against anticipated future change in general market prices which otherwise might either adversely affect the value of securities held by the Portfolios or adversely affect the prices of securities which are intended to be purchased at a later date for the Portfolios.
     In general, each transaction in Index Futures Contracts involves the establishment of a position that will move in a direction opposite to that of the investment being hedged. If these hedging transactions are successful, the futures positions taken for the Portfolios will rise in value by an amount that approximately offsets the decline in value of the portion of the Portfolios’ investments that are being hedged. Should general market prices move in an unexpected manner, the full anticipated benefits of Index Futures Contracts may not be achieved or a loss may be realized.
     Transactions in Index Futures Contracts involve certain risks. These risks could include a lack of correlation between the Futures Contract and the equity market, a potential lack of liquidity in the secondary market and incorrect assessments of market trends, which may result in worse overall performance than if a Futures Contract had not been entered into.
     Brokerage costs will be incurred and “margin” will be required to be posted and maintained as a good-faith deposit against performance of obligations under Futures Contracts written into by the Portfolios. Each Portfolio may not purchase or sell a Futures Contract (or options thereon) if immediately thereafter its margin deposits on its outstanding Futures Contracts (and its premium paid on outstanding options thereon) would exceed 5% of the market value of each Portfolio’s total assets.
      Options on Securities Indices - The Portfolios may write (sell) covered call and put options to a limited extent on an index (“covered options”) in an attempt to increase income. Such options give the holder the right to receive a cash settlement during the term of the option based upon the difference between the exercise price and the value of the index. The Portfolios may forgo the benefits of appreciation on the index or may pay more than the market price for the index pursuant to call and put options written by the Portfolios.
     By writing a covered call option, the Portfolios forgo, in exchange for the premium less the commission (“net premium”), the opportunity to profit during the option period from an increase in the market value of an index above the exercise price. By writing a put option, the Portfolios, in exchange for the net premium received, accept the risk of a decline in the market value of the index below the exercise price.
     Each Portfolio may terminate its obligation as the writer of a call or put option by purchasing an option with the same exercise price and expiration date as the option previously written.
     When each Portfolio writes an option, an amount equal to the net premium received by the Portfolio is included in the liability section of the Portfolio’s Statement of Assets and Liabilities as a deferred credit. The amount of the deferred credit will be subsequently marked to market to reflect the current market value of the option written. The current market value of a traded option is the last sale price or, in the absence of a sale, the mean between the closing bid and asked price. If an option expires unexercised on its stipulated expiration date or if the Portfolio enters into a closing purchase transaction, the Portfolio will realize a gain (or loss if the cost of a closing purchase transaction exceeds the premium received when the option was sold), and the deferred credit related to such option will be eliminated.
     The Portfolios have adopted certain other non-fundamental policies concerning index option transactions that are discussed above. The Portfolios’ activities in index options also may be restricted by the requirements of the Tax Code with which the Master-Feeder Funds must comply to continue to qualify as a RIC.
     The hours of trading for options on an index may not conform to the hours during which the underlying securities are traded. To the extent that the option markets close before the markets for the underlying securities, significant price and rate movements can take place in the underlying securities markets that cannot be reflected in the option markets. It is impossible to predict the volume of trading that may exist in such options, and there can be no assurance that viable exchange markets will develop or continue.
     Because options on securities indices require settlement in cash, SSgA FM, BlackRock or the sub-

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advisor may be forced to liquidate portfolio securities to meet settlement obligations.
      Options on Stock Indices - A Portfolio may purchase and write put and call options on stock indices listed on stock exchanges. A stock index fluctuates with changes in the market values of the stocks included in the index. Options on stock indices generally are similar to options on stock except that the delivery requirements are different. Instead of giving the right to take or make delivery of stock at a specified price, an option on a stock index gives the holder the right to receive a cash “exercise settlement amount” equal to (a) the amount, if any, by which the fixed exercise price of the option exceeds (in the case of a call) or is less than (in the case of a put) the closing value of the underlying index on the date of exercise, multiplied by (b) a fixed “index multiplier.” The writer of the option is obligated, in return for the premium received, to make delivery of this amount. The writer may offset its position in stock index options prior to expiration by entering into a closing transaction on an exchange or the option may expire unexercised.
     Because the value of an index option depends upon movements in the level of the index rather than the price of a particular stock, whether a Portfolio will realize a gain or loss from the purchase or writing of options on an index depends upon movements in the level of stock prices in the stock market generally or, in the case of certain indices, in an industry or market segment, rather than movements in the price of a particular stock.
      Inflation-Indexed Securities — Inflation-indexed securities, also known as inflation-protected securities, are fixed income instruments structured such that their interest and principal payments are adjusted to keep up with inflation.
     In periods of deflation when the inflation rate is declining, the principal value of an inflation-indexed security will be adjusted downward. This will result in a decrease in the interest payments. The U.S. Treasury guarantees to repay at least the original principal value at maturity for inflation-indexed securities issued directly by the U.S. Government. However, inflation-indexed securities of other issuers may or may not have the same principal guarantee and may repay an amount less than the original principal value at maturity.
     Changes in market expectations for real interest rates may result in volatility in the Treasury Inflation Protected Securities Fund’s share price. There can be no assurance that the designated inflation index for an inflation-indexed security will accurately reflect the real inflation rate.
      Interfund Lending — Pursuant to an order issued by the SEC, the Funds may participate in a credit facility whereby each Fund, under certain conditions, is permitted to lend money directly to and borrow directly from other Funds for temporary purposes. The credit facility can provide a borrowing Fund with significant savings at times when the cash position of the Fund is insufficient to meet temporary cash requirements. This situation could arise when shareholder redemptions exceed anticipated volumes and certain Funds have insufficient cash on hand to satisfy such redemptions. When the Funds liquidate portfolio securities to meet redemption requests, they often do not receive payment in settlement for up to three days (or longer for certain foreign transactions). However, redemption requests normally are satisfied immediately. The credit facility provides a source of immediate, short-term liquidity pending settlement of the sale of portfolio securities.
     The credit facility will reduce the Funds’ potential borrowing costs and enhance the ability of the lending Funds to earn higher rates of interest on their short-term lending. Although the credit facility will reduce the Funds’ need to borrow from banks, the Funds remain free to establish lines of credit or other borrowing arrangements with banks.
      Junk Bonds — Junk bonds are low-quality, high-risk corporate bonds that generally offer a high level of current income. These bonds are considered speculative by the Rating Organizations. For example, Moody’s and Standard & Poor’s rates them below Baa and BBB, respectively. Please see “Ratings of Long-Term Obligations” below for an explanation of the ratings applied to junk bonds. Junk bonds are often issued as a result of corporate restructurings, such as leveraged buyouts, mergers, acquisitions, or other similar events. They may also be issued by smaller, less creditworthy companies or by highly leveraged firms, which are generally less able to make scheduled payments of interest and principal than more financially stable firms. Because of their low credit quality, junk bonds must pay higher interest to compensate investors for the substantial credit risk they assume. In order to minimize credit risk, the Fund intends to diversify its holdings among many bond issuers.
     Lower-rated securities are subject to certain risks that may not be present with investments in higher-grade securities. Investors should consider carefully their ability to assume the risks associated with lower-rated securities

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before investing in the Fund. The lower rating of certain high yielding corporate income securities reflects a greater possibility that the financial condition of the issuer or adverse changes in general economic conditions may impair the ability of the issuer to pay income and principal. Changes by rating agencies in their ratings of a fixed income security also may affect the value of these investments. However, allocating investments in the fund among securities of different issuers should reduce the risks of owning any such securities separately. The prices of these high yielding securities tend to be less sensitive to interest rate changes than higher-rated investments, but more sensitive to adverse economic changes or individual corporate developments. During economic downturns or periods of rising interest rates, highly leveraged issuers may experience financial stress that adversely affects their ability to service principal and interest payment obligations, to meet projected business goals or to obtain additional financing, and the markets for their securities may be more volatile. If an issuer defaults, the Fund may incur additional expenses to seek recovery. Frequently, the higher yields of high-yielding securities may not reflect the value of the income stream that holders of such securities may expect, but rather the risk that such securities may lose a substantial portion of their value as a result of their issuer’s financial restructuring or default. Additionally, an economic downturn or an increase in interest rates could have a negative effect on the high yield securities market and on the market value of the high yield securities held by the Fund, as well as on the ability of the issuers of such securities to repay principal and interest on their borrowings.
      Loan Participation Interests — Loan participation interests represent interests in bank loans made to corporations. The contractual arrangement with the bank transfers the cash stream of the underlying bank loan to the participating investor. Because the issuing bank does not guarantee the participations, they are subject to the credit risks generally associated with the underlying corporate borrower. In addition, because it may be necessary under the terms of the loan participation for the investor to assert through the issuing bank such rights as may exist against the underlying corporate borrower, in the event the underlying corporate borrower fails to pay principal and interest when due, the investor may be subject to delays, expenses and risks that are greater than those that would have been involved if the investor had purchased a direct obligation (such as commercial paper) of such borrower. Moreover, under the terms of the loan participation, the investor may be regarded as a creditor of the issuing bank (rather than of the underlying corporate borrower), so that the issuer may also be subject to the risk that the issuing bank may become insolvent. Further, in the event of the bankruptcy or insolvency of the corporate borrower, the loan participation may be subject to certain defenses that can be asserted by such borrower as a result of improper conduct by the issuing bank. The secondary market, if any, for these loan participations is extremely limited and any such participations purchased by the investor are regarded as illiquid.
      Loan Transactions — Loan transactions involve the lending of securities to a broker-dealer or institutional investor for its use in connection with short sales, arbitrages or other security transactions. The purpose of a qualified loan transaction is to afford a lender the opportunity to continue to earn income on the securities loaned and at the same time earn fee income or income on the collateral held by it.
     Securities loans will be made in accordance with the following conditions: (1) the Portfolio must receive at least 100% collateral in the form of cash or cash equivalents, securities of the U.S. Government and its agencies and instrumentalities, and approved bank letters of credit; (2) the borrower must increase the collateral whenever the market value of the loaned securities (determined on a daily basis) rises above the level of collateral; (3) the Portfolio must be able to terminate the loan after notice, at any time; (4) the Portfolio must receive reasonable interest on the loan or a flat fee from the borrower, as well as amounts equivalent to any dividends, interest or other distributions on the securities loaned, and any increase in market value of the loaned securities; (5) the Portfolio may pay only reasonable custodian fees in connection with the loan; and (6) voting rights on the securities loaned may pass to the borrower, provided, however, that if a material event affecting the investment occurs, the Board, the Master Trust Board, the Equity 500 Index Portfolio Board or the Index Trust Board, as appropriate, must be able to terminate the loan and vote proxies or enter into an alternative arrangement with the borrower to enable the Board, the Master Trust Board, the Equity 500 Index Portfolio Board or the Index Trust Board, as appropriate, to vote proxies.
     While there may be delays in recovery of loaned securities or even a loss of rights in collateral supplied should the borrower fail financially, loans will be made only to firms deemed by the Board, the Master Trust Board, the Equity 500 Index Portfolio Board or the Index Trust Board to be of good financial standing and will not be made unless the consideration to be earned from such loans would justify the risk. If the borrower of the securities fails financially, there is a risk of delay in recovery of the securities loaned or loss of rights in the collateral. Such loan transactions are referred to in this Statement of Additional Information as “qualified” loan transactions.
     The cash collateral so acquired through qualified loan transactions may be invested only in those categories of high quality liquid securities previously authorized by the Board, the Master Trust Board, the Equity 500 Index Portfolio Board or the Index Trust Board, as appropriate. The Money Market Funds do not currently engage in

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securities lending.
      Mortgage-Backed Securities — Mortgage-backed securities consist of both collateralized mortgage obligations and mortgage pass-through certificates.
      Collateralized Mortgage Obligations (“CMOs”) — CMOs and interests in real estate mortgage investment conduits (“REMICs”) are debt securities collateralized by mortgages or mortgage pass-through securities. CMOs divide the cash flow generated from the underlying mortgages or mortgage pass-through securities into different groups referred to as “tranches,” which are then retired sequentially over time in order of priority. The principal governmental issuers of such securities are the Federal National Mortgage Association (“FNMA”), a government sponsored corporation owned entirely by private stockholders, and the Federal Home Loan Mortgage Corporation (“FHLMC”), a corporate instrumentality of the United States created pursuant to an act of Congress that is owned entirely by the Federal Home Loan Banks. The issuers of CMOs are structured as trusts or corporations established for the purpose of issuing such CMOs and often have no assets other than those underlying the securities and any credit support provided. A REMIC is a mortgage securities vehicle that holds residential or commercial mortgages and issues securities representing interests in those mortgages. A REMIC may be formed as a corporation, partnership, or segregated pool of assets. A REMIC itself is generally exempt from federal income tax, but the income from its mortgages is taxable to its investors. For investment purposes, interests in REMIC securities are virtually indistinguishable from CMOs.
      Mortgage Pass-Through Securities - Mortgage pass-through securities are securities representing interests in “pools” of mortgages in which payments of both interest and principal on the securities are generally made monthly, in effect “passing through” monthly payments made by the individual borrowers on the residential mortgage loans that underlie the securities (net of fees paid to the issuer or guarantor of the securities). They are issued by governmental, government-related and private organizations which are backed by pools of mortgage loans.
     Payment of principal and interest on some mortgage pass-through securities (but not the market value of the securities themselves) may be guaranteed by the full faith and credit of the U.S. government, as in the case of securities guaranteed by the Government National Mortgage Association (“GNMA”), or guaranteed by agencies or instrumentalities of the U.S. government, as in the case of securities guaranteed by the Federal National Mortgage Association (“FNMA”) or the Federal Home Loan Mortgage Corporation (“FHLMC”), which are supported only by the discretionary authority of the U.S. government to purchase the agency’s obligations.
     Mortgage pass-through securities created by nongovernmental issuers (such as commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers) may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit, which may be issued by governmental entities, private insurers or the mortgage poolers.
     (1) GNMA Mortgage Pass-Through Certificates (“Ginnie Maes”) — GNMA is a wholly owned U.S. Government corporation within the Department of Housing and Urban Development. Ginnie Maes represent an undivided interest in a pool of mortgages that are insured by the Federal Housing Administration or the Farmers Home Administration or guaranteed by the Veterans Administration. Ginnie Maes entitle the holder to receive all payments (including prepayments) of principal and interest owed by the individual mortgagors, net of fees paid to GNMA and to the issuer which assembles the mortgage pool and passes through the monthly mortgage payments to the certificate holders (typically, a mortgage banking firm), regardless of whether the individual mortgagor actually makes the payment. Because payments are made to certificate holders regardless of whether payments are actually received on the underlying mortgages, Ginnie Maes are of the “modified pass-through” mortgage certificate type. The GNMA is authorized to guarantee the timely payment of principal and interest on the Ginnie Maes. The GNMA guarantee is backed by the full faith and credit of the United States, and the GNMA has unlimited authority to borrow funds from the U.S. Treasury to make payments under the guarantee. The market for Ginnie Maes is highly liquid because of the size of the market and the active participation in the secondary market of security dealers and a variety of investors.
     (2) FHLMC Mortgage Participation Certificates (“Freddie Macs”) — Freddie Macs represent interests in groups of specified first lien residential conventional mortgages underwritten and owned by the FHLMC. Freddie Macs entitle the holder to timely payment of interest, which is guaranteed by the FHLMC. The FHLMC guarantees either ultimate collection or timely payment of all principal payments on the underlying

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mortgage loans. In cases where the FHLMC has not guaranteed timely payment of principal, the FHLMC may remit the amount due because of its guarantee of ultimate payment of principal at any time after default on an underlying mortgage, but in no event later than one year after it becomes payable. Freddie Macs are not guaranteed by the United States or by any of the Federal Home Loan Banks and do not constitute a debt or obligation of the United States or of any Federal Home Loan Bank. The secondary market for Freddie Macs is highly liquid because of the size of the market and the active participation in the secondary market of the FHLMC, security dealers and a variety of investors.
(3) FNMA Guaranteed Mortgage Pass-Through Certificates (“Fannie Maes”) — Fannie Maes represent an undivided interest in a pool of conventional mortgage loans secured by first mortgages or deeds of trust, on one family or two to four family, residential properties. The FNMA is obligated to distribute scheduled monthly installments of principal and interest on the mortgages in the pool, whether or not received, plus full principal of any foreclosed or otherwise liquidated mortgages. The obligation of the FNMA under its guarantee is solely its obligation and is not backed by, nor entitled to, the full faith and credit of the United States.
(4) Mortgage-Related Securities Issued by Private Organizations — Pools created by non-governmental issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government guarantees of payments in such pools. However, timely payment of interest and principal of these pools is often partially supported by various enhancements such as over-collateralization and senior/subordination structures and by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance. The insurance and guarantees are issued by government entities, private insurers or the mortgage poolers. Although the market for such securities is becoming increasingly liquid, securities issued by certain private organizations may not be readily marketable.
      Municipal Lease Obligations (“MLOs”) — MLOs are issued by state and local governments and authorities to acquire land and a wide variety of equipment and facilities. These obligations typically are not fully backed by the municipality’s credit and thus interest may become taxable if the lease is assigned. If funds are not appropriated for the following year’s lease payments, a lease may terminate with the possibility of default on the lease obligation. With respect to MLOs purchased by the corresponding Portfolio of the Municipal Money Market Fund, the Master Trust Board has established the following guidelines for determining the liquidity of the MLOs in its portfolio, and, subject to review by the Master Trust Board, has delegated that responsibility to the Manager: (1) the frequency of trades and quotes for the security; (2) the number of dealers willing to purchase or sell the security and the number of other potential buyers; (3) the willingness of dealers to undertake to make a market in the security; (4) the nature of the marketplace trades; (5) the likelihood that the marketability of the obligation will be maintained through the time the security is held by the Portfolio; (6) the credit quality of the issuer and the lessee; (7) the essentiality to the lessee of the property covered by the lease and (8) for unrated MLOs, the MLOs’ credit status analyzed according to the factors reviewed by rating agencies.
      Options — The Enhanced Income Fund may purchase and sell put options and call options on securities and foreign currencies in standardized contracts traded on recognized securities exchanges, boards of trade, or similar entities, or quoted on the NASDAQ National Market System. The Fund will only write (sell) covered call and put options. For a further description, see “Cover.”
     An option is a contract that gives the purchaser (holder) of the option, in return for a premium, the right to buy from (call) or sell to (put) the seller (writer) of the option the security or currency underlying the option at a specified exercise price at any time during the term of the option (normally not exceeding nine months). The writer of an option has the obligation upon exercise of the option to deliver the underlying security or currency upon payment of the exercise price or to pay the exercise price upon delivery of the underlying security or currency.
     By writing a covered call option, the Fund forgoes, in exchange for the premium less the commission (“net premium”), the opportunity to profit during the option period from an increase in the market value of the underlying security or currency above the exercise price. By writing a put option, the Fund, in exchange for the net premium received, accepts the risk of a decline in the market value of the underlying security or currency below the exercise price.
     The Fund may terminate its obligation as the writer of a call or put option by purchasing an option with the same exercise price and expiration date as the option previously written.

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     When the Fund writes an option, an amount equal to the net premium received by the Fund is included in the liability section of the Fund’s Statement of Assets and Liabilities as a deferred credit. The amount of the deferred credit will be subsequently marked to market to reflect the current market value of the option written. The current market value of a traded option is the last sale price or, in the absence of a sale, the mean between the closing bid and asked price. If an option expires on its stipulated expiration date or if the Fund enters into a closing purchase transaction, the Fund will realize a gain (or loss if the cost of a closing purchase transaction exceeds the premium received when the option was sold), and the deferred credit related to such option will be eliminated.
     The hours of trading for options may not conform to the hours during which the underlying securities are traded. To the extent that the option markets close before the markets for the underlying securities, significant price and rate movements can take place in the underlying securities markets that cannot be reflected in the option markets. It is impossible to predict the volume of trading that may exist in such options, and there can be no assurance that viable exchange markets will develop or continue.
      Other Investment Company Securities — A Portfolio at times may invest in shares of other investment companies, including other investment companies of the Trust. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, a Portfolio becomes a shareholder of that investment company. As a result, Portfolio shareholders indirectly will bear the Portfolio’s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses Portfolio shareholders directly bear in connection with the Portfolio’s own operations. Investment in other investment companies may involve the payment of substantial premiums above the value of such issuer’s portfolio securities.
      Preferred Stock — A preferred stock blends the characteristics of a bond and common stock. It can offer the higher yield of a bond and has priority over common stock in equity ownership, but does not have the seniority of a bond and its participation in the issuer’s growth may be limited. Preferred stock has preference over common stock in the receipt of dividends and in any residual assets after payment to creditors should the issuer be dissolved. Although the dividend is set at a fixed annual rate, in some circumstances it can be changed or omitted by the issuer.
      Private Activity Bonds — PABs are issued to finance, among other things, privately operated housing facilities, pollution control facilities, convention or trade show facilities, mass transit, airport, port or parking facilities and certain facilities for water supply, gas, electricity, sewage or solid waste disposal. PABs are also issued to privately held or publicly owned corporations in the financing of commercial or industrial facilities. The principal and interest on these obligations may be payable from the general revenues of the users of such facilities. Distributions by the Municipal Money Market Funds attributable to interest earned on PABs may have adverse tax consequences for certain shareholders of those Funds. See “Tax Information – Taxation of the Funds’ Shareholders.”
      Ratings of Long-Term Obligations — The Portfolio utilizes ratings provided by the following Rating Organizations in order to determine eligibility of long-term obligations. Credit ratings typically evaluate the safety of principal and interest payments, not the market value risk of high yield bonds. The Rating Organizations may fail to update a credit rating on a timely basis to reflect changes in economic or financial conditions that may affect the market value of the security. For these reasons, credit ratings may not be an accurate indicator of the market value of a high yield bond. The High Yield Bond Fund’s sub-advisor will monitor the Fund’s holdings on a continuous basis to assess those factors not reflected in the credit rating. Therefore, the achievement of the High Yield Bond Fund’s investment objective will be more dependent on the sub-advisor’s research abilities than if the High Yield Bond Fund invested primarily in higher-rated securities.
     The four highest Moody’s ratings for long-term obligations (or issuers thereof) are Aaa, Aa, A and Baa. Obligations rated Aaa are judged by Moody’s to be of the best quality. Obligations rated Aa are judged to be of high quality by all standards. Together with the Aaa group, such debt comprises what is generally known as high-grade debt. Moody’s states that debt rated Aa is rated lower than Aaa debt because margins of protection or other elements make long-term risks appear somewhat larger than for Aaa debt. Obligations that are rated A by Moody’s possess many favorable investment attributes and are considered “upper medium-grade obligations.” Obligations that are rated Baa by Moody’s are considered to be medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time.
     Moody’s ratings of Ba, B, Caa, Ca and C are considered below investment grade. A rating of Ba by Moody’s denotes obligations judged to have speculative elements. Often the protection of interest and principal payments may be very moderate, and thereby not well safeguarded during both good and bad times over the future.

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Obligations rated B by Moody’s generally lack the characteristics of a desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small. Moody’s assigns a rating of Caa to those obligations considered of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest. A rating of Ca signifies obligations considered by Moody’s to be speculative to a high degree. Such issues are often in default or have other marked shortcomings. Obligations rated C by Moody’s are considered in the lowest rated class and can be regarded as having extremely poor prospects of ever attaining any real investment standing. Moody’s also supplies numerical indicators 1, 2, and 3 to rating categories. The modifier 1 indicates that the security is in the higher end of its rating category; the modifier 2 indicates a mid-range ranking; and modifier 3 indicates a ranking toward the lower end of the category.
     The four highest Standard & Poor’s ratings for long-term obligations are AAA, AA, A and BBB. Obligations rated AAA have the highest rating assigned by Standard & Poor’s. Capacity to pay interest and repay principal is extremely strong. Obligations rated AA have a very strong capacity to pay interest and repay principal and differ from the highest rated issues only in a small degree. Obligations rated A have a strong capacity to pay principal and interest, although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions. Obligations rated BBB by Standard & Poor’s are regarded as having adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher rated categories.
     Standard & Poor’s ratings of BB, B, CCC, CC, C and D are considered below investment grade. An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation. An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation. An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation. An obligation rated CC is currently highly vulnerable to nonpayment. A subordinated debt or preferred stock obligation rated C is currently highly vulnerable to nonpayment. The C rating may be used to cover a situation where a bankruptcy petition has been filed or similar action taken, but payments on this obligation are being continued. A C also will be assigned to a preferred stock issue in arrears on dividends or sinking fund payments, but that is currently paying. An obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor’s believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
     Fitch’s four highest ratings for long-term obligations are AAA, AA, A and BBB. Obligations rated AAA have the lowest expectation of credit risk. An AAA rating is assigned only in cases of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events. Obligations rated AA have a very low expectation of credit risk. They are deemed to have a very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events. Obligations rated A have a low expectation of credit risk. Their capacity for timely payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings. Obligations rated BBB currently have a low expectation of credit risk. Their capacity for timely payment of financial commitments is considered adequate, but adverse changes in circumstances and in economic conditions are more likely to impair this capacity. This is the lowest investment-grade category.
     Fitch’s ratings of BB or lower are considered below investment grade. A rating of BB indicates that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Ratings of CCC, CC, or C indicate a real possibility for default. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments. A CC rating indicates that default of some kind appears probable. A C rating signals imminent default. Ratings of DDD, DD, or D indicate obligations in default. Obligations rated DDD have the highest prospect for resumption of performance or continued operation with or without a formal reorganization process and are estimated to recover around 90-100% of outstanding amounts and accrued interest.

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Obligations rated DD are generally undergoing a formal reorganization or liquidation process and have the potential for recovery in the range of 50-90%. Obligations rated D are generally undergoing a formal reorganization or liquidation process but have recovery potential below 50%.
     The four highest ratings for long-term obligations by Dominion Bond Rating Service Limited (“DBRS”) are AAA, AA, A and BBB. Obligations rated AAA have the highest credit quality, with exceptionally strong protection for the timely repayment of principal and interest. Earnings are considered stable, the structure of the industry in which the entity operates is strong, and the outlook for future profitability is favorable. There are few qualifying factors present which would detract from the performance of the entity, the strength of liquidity and coverage ratios is unquestioned and the entity has established a creditable track record of superior performance. Obligations rated AA are of superior credit quality, and protection of interest and principal is considered high. Entities rated AA are also considered unlikely to be significantly affected by reasonably foreseeable events. Obligations rated A are of satisfactory credit quality and are considered more susceptible to adverse economic conditions and have greater cyclical tendencies than higher-rated companies. Obligations rated BBB are of adequate credit quality. They are more susceptible to adverse changes in economic and financial conditions, or there may be other adversities present that reduce the strength of the entity and its rated securities.
     DBRS’ ratings of BB or lower are considered speculative. A rating of BB indicates that the degree of protection afforded principal and interest is uncertain, particularly during periods of economic recession. A B rating signifies a reasonable high level of uncertainty that exists as to the ability of the entity to pay interest and principal on a continuing basis in the future, especially in periods of economic recession or industry adversity. Obligations rated CCC, CC and C are considered very highly speculative and are in danger of default of interest and principal. In practice, there is little difference between the C to CCC categories, with CC and C normally used to lower ranking debt of companies where the senior debt is rated in the CCC to B range. A rating of D indicates obligations in default of either interest or principal.
     Standard & Poor’s and Fitch apply indicators (such as “+” and “-”) and DBRS adds “high” or “low” to indicate relative standing within the major rating categories (except AAA). A rating without one of these indicators falls within the middle of the category.
      Ratings of Municipal Obligations — Moody’s ratings for state and municipal short-term obligations are designated Moody’s Investment Grade or “MIG” with variable rate demand obligations being designated as “VMIG.” A VMIG rating may also be assigned to commercial paper programs that are characterized as having variable short-term maturities but having neither a variable rate nor demand feature. Factors used in determination of ratings include liquidity of the borrower and short-term cyclical elements.
     Standard & Poor’s uses SP-1, SP-2, and SP-3 to rate short-term municipal obligations. A rating of SP-1 denotes a very strong or strong capacity to pay principal and interest.
      Ratings of Short-Term Obligations — The rating P-1 is the highest short-term rating assigned by Moody’s. Among the factors considered by Moody’s in assigning ratings are the following: (1) evaluations of the management of the issuer; (2) economic evaluation of the issuer’s industry or industries and an appraisal of speculative-type risks which may be inherent in certain areas; (3) evaluation of the issuer’s products in relation to competition and customer acceptance; (4) liquidity; (5) amount and quality of long-term debt; (6) trend of earnings over a period of ten years; (7) financial strength of a parent company and the relationships which exist with the issuer; and (8) recognition by the management of obligations which may be present or may arise as a result of public interest questions and preparations to meet such obligations.
     Short-term obligations (or issuers thereof) rated A-1 by Standard & Poor’s have the following characteristics. Liquidity ratios are adequate to meet cash requirements. The issuer has access to at least two additional channels of borrowing. Basic earnings and cash flow have an upward trend with allowance made for unusual circumstances. Typically, the issuer’s industry is well established and the issuer has a strong position within the industry. The reliability and quality of management are unquestioned. Relative strength or weakness of the above factors determines whether the issuer’s short-term obligation is rated A-1, A-2, or A-3.
     Fitch’s short-term ratings apply to debt obligations that are payable on demand or have original maturities of generally up to three years, including commercial paper, certificates of deposit, medium-term notes, and municipal and investment notes. A rating of F-1+ indicates exceptionally strong credit quality. Issues assigned this rating are regarded as having the strongest degree of assurance for timely payment. Obligations rated F-1 have very strong credit quality. Issues assigned this rating reflect an assurance of timely payment only slightly less in degree than

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issues rated F-1+. Issues assigned a rating of F-2 indicate good credit quality. Issues assigned this rating have a satisfactory degree of assurance for timely payment, but the margin of safety is not as great as for issues assigned F-1+ and F-1 ratings.
     Commercial paper and short-term debt considered to be prime credit quality by DBRS is rated R-1. Obligations of the highest credit quality are rated R-1 (high). These are entities possessing unquestioned ability to repay current liabilities as they fall due and maintaining strong liquidity positions, conservative debt levels and profitability that is both stable and above average. Obligations rated R-1 (middle) are of superior credit quality and, in most cases, differ from R-1 (high) credits to only a small degree. Of satisfactory credit quality are obligations rated R-1 (low). For these entities, the overall strength and outlook for key liquidity, debt and profitability ratios is not normally as favorable as with higher-rating categories, but these considerations are still respectable.
      Repurchase Agreements — A repurchase agreement, which provides a means to earn income on funds for periods as short as overnight, is an arrangement under which the purchaser (e.g., a Portfolio) purchases securities and the seller agrees, at the time of sale, to repurchase the securities at a specified time and price. The repurchase price will be higher than the purchase price, the difference being income to the purchaser, or the purchase and repurchase prices may be the same, with interest at a stated rate due to the purchaser together with the repurchase price on repurchase. In either case, the income to the purchaser is unrelated to the interest rate on the securities subject to the repurchase agreement. Repurchase agreements are generally for a short period of time, usually less than a week.
     Each Portfolio may enter into repurchase agreements with any bank that is a member of the Federal Reserve System or registered broker-dealer who, in the opinion of the Manager, the sub-advisor, the Equity 500 Index Portfolio Board or the Index Trust Board, as applicable, presents a minimum risk of bankruptcy during the term of the agreement based upon guidelines that periodically are reviewed by the Board, the Master Trust Board, the Equity 500 Index Portfolio Board or the Index Trust Board. Each Portfolio may enter into repurchase agreements as a short-term investment of its idle cash in order to earn income. The securities will be held by a custodian (or agent) approved by the Board, the Master Trust Board, the Equity 500 Index Portfolio Board or the Index Trust Board, as appropriate, during the term of the agreement. However, if the market value of the securities subject to the repurchase agreement becomes less than the repurchase price (including interest), the Portfolio will direct the seller of the securities to deliver additional securities so that the market value of all securities subject to the repurchase agreement will equal or exceed the repurchase price.
     In the event of the commencement of bankruptcy or insolvency proceedings with respect to the seller of the securities before the repurchase of the securities under a repurchase agreement, a Portfolio may encounter a delay and incur costs before being able to sell the security being held as collateral. Delays may involve loss of interest or decline in price of the securities. Apart from the risk of bankruptcy or insolvency proceedings, there is also the risk that the seller may fail to repurchase the securities, in which case a Portfolio may incur a loss if the proceeds to the Portfolio from the sale of the securities to a third party are less than the repurchase price.
      Reverse Repurchase Agreements — The Portfolios may borrow funds for temporary purposes by entering into reverse repurchase agreements. Pursuant to such agreements, a Portfolio would sell portfolio securities to financial institutions such as banks and broker/dealers and agree to repurchase them at a mutually agreed-upon date and price. The Portfolios intend to enter into reverse repurchase agreements only to avoid selling securities to meet redemptions during market conditions deemed unfavorable by the investment advisor possessing investment authority. At the time a Portfolio enters into a reverse repurchase agreement, it will place in a segregated custodial account assets such as liquid high quality debt securities having a value not less than 100% of the repurchase price (including accrued interest), and will subsequently monitor the account to ensure that such required value is maintained. Reverse repurchase agreements involve the risk that the market value of the securities sold by a Portfolio may decline below the price at which such Portfolio is obligated to repurchase the securities. Reverse repurchase agreements are considered to be borrowings by an investment company under the 1940 Act.
      Resource Recovery Obligations — Resource recovery obligations are a type of municipal revenue obligation issued to build facilities such as solid waste incinerators or waste-to-energy plants. Usually, a private corporation will be involved and the revenue cash flow will be supported by fees or units paid by municipalities for use of the facilities. The viability of a resource recovery project, environmental protection regulations and project operator tax incentives may affect the value and credit quality of these obligations.
      Revenue Obligations — Revenue obligations are backed by the revenue cash flow of a project or facility. The interest on such obligations is payable only from the revenues derived from a particular project, facility, specific

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excise tax or other revenue source. Revenue obligations are not a debt or liability of the local or state government and do not obligate that government to levy or pledge any form of taxation or to make any appropriation for payment.
      Rights and Warrants — Rights are short-term warrants issued in conjunction with new stock issues. Warrants are options to purchase an issuer’s securities at a stated price during a stated term. If the market price of the underlying common stock does not exceed the warrant’s exercise price during the life of the warrant, the warrant will expire worthless. Warrants usually have no voting rights, pay no dividends and have no rights with respect to the assets of the corporation issuing them. The percentage increase or decrease in the value of a warrant may be greater than the percentage increase or decrease in the value of the underlying common stock. There is no specific limit on the percentage of assets a Portfolio may invest in rights and warrants, although the ability of some of the Portfolios to so invest is limited by their investment objectives or policies.
      Section 4(2) Securities — Section 4(2) securities are restricted as to disposition under the federal securities laws, and generally are sold to institutional investors, such as one of the Portfolios, that agree they are purchasing the securities for investment and not with an intention to distribute to the public. Any resale by the purchaser must be pursuant to an exempt transaction and may be accomplished in accordance with Rule 144A. Section 4(2) securities normally are resold to other institutional investors through or with the assistance of the issuer or dealers that make a market in the Section 4(2) securities, thus providing liquidity.
     The Board, the Master Trust Board, the Equity 500 Index Portfolio Board, the Index Trust Board, and the applicable sub-advisor will carefully monitor the Portfolios’ investments in Section 4(2) securities offered and sold under Rule 144A, focusing on such important factors, among others, as valuation, liquidity, and availability of information. Investments in Section 4(2) securities could have the effect of reducing a Portfolio’s liquidity to the extent that qualified institutional buyers no longer wish to purchase these restricted securities.
      Separately Traded Registered Interest and Principal Securities and Zero Coupon Obligations — Separately traded registered interest and principal securities or “STRIPS” and zero coupon obligations are securities that do not make regular interest payments. Instead they are sold at a discount from their face value. Each Portfolio investing in STRIPs will take into account as income a portion of the difference between these obligations’ purchase prices and their face values. Because they do not pay coupon income, the prices of STRIPS and zero coupon obligations can be very volatile when interest rates change. STRIPS are zero coupon bonds issued by the U.S. Treasury.
      Short Sales — In connection with the use of certain instruments based upon or consisting of one or more baskets of securities, the Manager, BlackRock or a sub-advisor may sell a security a Portfolio does not own, or in an amount greater than the Portfolio owns (i.e., make short sales). With respect to the Index Portfolios, such transactions will be used only in an effort to adjust the weightings of particular securities represented in the basket to reflect such securities’ weightings in the target index. Generally, to complete a short sale transaction, a Portfolio will borrow the security to make delivery to the buyer. The Portfolio is then obligated to replace the security borrowed. If the price at the time of replacement is more than the price at which the security was sold by the Portfolio, the Portfolio will incur a loss. Conversely, the Portfolio will realize a gain if the price of the security decreases between selling short and replacement. Although the Portfolio’s gain is limited to the price at which it sold the security short, its potential loss is theoretically unlimited. Until the security is replaced, the Portfolio is required to pay to the lender any interest that accrues during the period of the loan. To borrow the security, the Portfolio may be required to pay a premium, which would increase the cost of the security sold. The proceeds of the short sale will be retained by the broker to the extent necessary to meet margin requirements until the short position is closed out. Until the Portfolio replaces the borrowed security, it will (a) maintain in a segregated account with its custodian cash or liquid securities at such a level that the amount deposited in the account plus the amount deposited with the broker as collateral will equal the current market value of the security sold short or (b) otherwise cover its short position.
      Swap Agreements — The Treasury Inflation Protected Securities Fund may invest in interest rate swap agreements to increase or decrease its exposure to interest rate changes. Considered a derivative, a swap agreement is a two-party contract entered into primarily by institutional investors for periods ranging from a few weeks to more than one year whereby the two parties agree to exchange payments based on changes in the value of a specified index, rate or other instrument. In an interest rate swap, one party agrees to exchange with another party its commitment to pay or receive interest. For example, a party may exchange floating rate interest payments for fixed rate interest payments with respect to a designated principal amount.
     Typically, the payment dates for both parties are the same, so the agreement will usually call for the two payments to be netted against each other, and the net amount only is paid to the party entitled to the higher amount.

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Therefore, the Fund’s rights/obligations with regard to such swap agreements will be limited to the net amount to be received/paid under the terms of the agreement.
     The Treasury Inflation Protected Securities Fund may also enter caps, floors and collars, which are particular variations on swap agreements. The purchaser of an interest rate cap agrees to pay a premium to the seller in return for the seller paying interest on a specified principal amount to the purchaser based on the extent to which a specified interest rate exceeds a predetermined level. Conversely, the seller of an interest rate floor agrees to pay interest on a specified principal amount to the purchaser based on the extent to which a specified interest rate falls below a predetermined level. A collar combines a cap and selling a floor, establishing a predetermined range of interest rates within which each party agrees to make payments.
     The use of swap agreements requires special skills, knowledge and investment techniques that differ from those required for normal portfolio management. If a sub-advisor to the Fund incorrectly forecasts interest rate changes, interest rate swaps based upon those expectations may result in losses for the Fund. The counterparty to a swap agreement may default on its obligations to the Fund. To mitigate this risk, the Fund will only enter swap agreements with counterparties considered by the Manager or applicable sub-advisor to be at minimum risk of default. In addition, swaps may be considered illiquid investments; see “Illiquid Securities” for a description of liquidity risk. The swaps market is relatively new and unregulated. The introduction of new regulation or other developments may affect the Fund’s ability to receive payments or complete its obligations under existing swap agreements.
      Synthetic Convertible Securities — The sub-advisor to the Enhanced Income Fund may create a “synthetic” convertible security by combining fixed income securities with the right to acquire equity securities. More flexibility is possible in the assembly of a synthetic convertible security than in the purchase of a convertible security. Although synthetic convertible securities may be selected where the two components are issued by a single issuer, thus making the synthetic convertible security similar to a true convertible security, the character of a synthetic convertible security allows the combination of components representing more than one issuer, when the investment advisor believes that such a combination would better promote the Fund’s investment objective. A synthetic convertible security also is a more flexible investment in that its two components may be purchased separately. For example, the Fund may purchase a warrant for inclusion in a synthetic convertible security but temporarily hold short-term investments while postponing the purchase of a corresponding bond pending development of more favorable market conditions.
     The Fund faces the risk of a decline in the price of the security or the level of the index involved in the convertible component, causing a decline in the value of the call option or warrant purchased to create the synthetic convertible security. Should the price of the stock fall below the exercise price and remain there throughout the exercise period, the entire amount paid for the call option or warrant would be lost. Because a synthetic convertible security includes the fixed-income component as well, the Fund also faces the risk that interest rates will rise, causing a decline in the value of the fixed-income instrument.
     The Fund may also purchase synthetic convertible securities manufactured by other parties, including convertible structured notes. Convertible structured notes are fixed income debentures linked to equity, and are typically issued by investment banks. Convertible structured notes have the attributes of a convertible security, however, the investment bank that issued the convertible note assumes the credit risk associated with the investment, rather than the issuer of the underlying common stock into which the note is convertible.
      Tax, Revenue or Bond Anticipation Notes — Tax, revenue or bond anticipation notes are issued by municipalities in expectation of future tax or other revenues that are payable from those taxes or revenues. Bond anticipation notes usually provide interim financing in advance of an issue of bonds or notes, the proceeds of which are used to repay the anticipation notes. Tax-exempt commercial paper is issued by municipalities to help finance short-term capital or operating needs in anticipation of future tax or other revenue.
      Terrorism Risks — Some of the U.S. securities markets were closed for a four-day period as a result of the terrorist attacks on the World Trade Center and Pentagon on September 11, 2001. These terrorist attacks, the war with Iraq and its aftermath, continuing occupation of Iraq by coalition forces and related events have led to increased short-term market volatility and may have long-term effects on U.S. and world economies and markets. Those events could also have an acute effect on individual issuers, related groups of issuers, or issuers concentrated in a single geographic area. A similar disruption of the financial markets or other terrorist attacks could adversely impact interest rates, auctions, secondary trading, ratings, credit risk, inflation and other factors relating to portfolio securities and adversely affect Portfolio service providers and the Portfolios’ operations.

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      U.S. Government Securities — U.S. Government Securities are securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities. Some obligations issued by U.S. Government agencies and instrumentalities are supported by the full faith and credit of the U.S. Treasury; others by the right of the issuer to borrow from the U.S. Treasury; others by discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; and others only by the credit of the agency or instrumentality. U.S. Government Securities bear fixed, floating or variable rates of interest. While the U.S. Government currently provides financial support to certain U.S. Government-sponsored agencies or instrumentalities, no assurance can be given that it will always do so, since it is not so obligated by law. U.S. Government securities include U.S. Treasury bills, notes and bonds, Federal Home Loan Bank obligations, Federal Intermediate Credit Bank obligations, U.S. Government agency obligations and repurchase agreements secured thereby.
      U.S. Treasury Obligations — U.S. Treasury obligations include bills (initial maturities of one year or less), notes (initial maturities between two and ten years), and bonds (initial maturities over ten years) issued by the U.S. Treasury, Separately Traded Registered Interest and Principal component parts of such obligations known as STRIPS and inflation-indexed securities. Although U.S. Treasury securities carry little principal risk if held to maturity, the prices of these securities (like all debt securities) change between issuance and maturity in response to fluctuating market interest rates.
      Variable or Floating Rate Obligations — A variable rate obligation is one whose terms provide for the adjustment of its interest rate on set dates and which, upon such adjustment, can reasonably be expected to have a market value that approximates its par value. A floating rate obligation is one whose terms provide for the adjustment of its interest rate whenever a specified interest rate changes and which, at any time, can reasonably be expected to have a market value that approximates its par value. Variable or floating rate obligations may be secured by bank letters of credit.
     Pursuant to Rule 2a-7 under the 1940 Act, variable or floating rate obligations with stated maturities of more than 397 days may be deemed to have shorter maturities as follows:
     (1) An obligation that is issued or guaranteed by the United States Government or any agency thereof which has a variable rate of interest readjusted no less frequently than every 762 days will be deemed by a Portfolio to have a maturity equal to the period remaining until the next readjustment of the interest rate.
     (2) A variable rate obligation, the principal amount of which is scheduled on the face of the instrument to be paid in 397 days or less, will be deemed by a Portfolio to have a maturity equal to the period remaining until the next readjustment of the interest rate.
     (3) A variable rate obligation that is subject to a demand feature will be deemed by a Portfolio to have a maturity equal to the longer of the period remaining until the next readjustment of the interest rate or the period remaining until the principal amount can be recovered through demand.
     (4) A floating rate obligation that is subject to a demand feature will be deemed by a Portfolio to have a maturity equal to the period remaining until the principal amount can be recovered through demand.
     As used above, an obligation is “subject to a demand feature” when a Portfolio is entitled to receive the principal amount of the obligation either at any time on no more than 30 days’ notice or at specified intervals not exceeding one year and upon no more than 30 days’ notice.
      Variable Rate Auction and Residual Interest Obligations — Variable rate auction and residual interest obligations are created when an issuer or dealer separates the principal portion of a long-term, fixed-rate municipal bond into two long-term, variable-rate instruments. The interest rate on one portion reflects short-term interest rates, while the interest rate on the other portion is typically higher than the rate available on the original fixed-rate bond.
      When-Issued and Forward Commitment Transactions — These transactions involve a commitment by a Portfolio to purchase or sell securities at a future date. These transactions enable a Portfolio to “lock-in” what the Manager, BlackRock, SSgA FM, or the sub-advisor, as applicable, believes to be an attractive price or yield on a particular security for a period of time, regardless of future changes in interest rates. For instance, in periods of rising interest rates and falling prices, a Portfolio might sell securities it owns on a forward commitment basis to limit its exposure to falling prices. In periods of falling interest rates and rising prices, a Portfolio might purchase a security on a when-issued or forward commitment basis and sell a similar security to settle such purchase, thereby obtaining the benefit of currently higher yields. If the other party fails to complete the trade, the Portfolio may lose the

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opportunity to obtain a favorable price. For purchases on a when-issued basis, the price of the security is fixed at the date of purchase, but delivery of and payment for the securities is not set until after the securities are issued (generally one to two months later). The value of when-issued securities is subject to market fluctuation during the interim period and no income accrues to a Portfolio until settlement takes place. Such transactions therefore involve a risk of loss if the value of the security to be purchased declines prior to the settlement date or if the value of the security to be sold increases prior to the settlement date. A sale of a when-issued security also involves the risk that the other party will be unable to settle the transaction. Forward commitment transactions involve a commitment to purchase or sell securities with payment and delivery to take place at some future date, normally one to two months after the date of the transaction. The payment obligation and interest rate are fixed at the time the buyer enters into the forward commitment. Forward commitment transactions are typically used as a hedge against anticipated changes in interest rates and prices. Forward commitment transactions are executed for existing obligations, whereas in a when-issued transaction, the obligations have not yet been issued.
     Each Portfolio maintains with the Custodian a segregated account containing high-grade liquid securities in an amount at least equal to the when-issued or forward commitment transaction. When entering into a when-issued or forward commitment transaction, a Portfolio will rely on the other party to consummate the transaction; if the other party fails to do so, the Portfolio may be disadvantaged.

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APPENDIX A
PROXY VOTING POLICY AND PROCEDURES FOR THE TRUST AND MASTER TRUST
AMERICAN BEACON MASTER TRUST
AMERICAN BEACON FUNDS
AMERICAN BEACON MILEAGE FUNDS
AMERICAN BEACON SELECT FUNDS
PROXY VOTING POLICY AND PROCEDURES
Last Amended February 28, 2007
Preface
     Proxy voting is an important component of investment management and must be performed in a dutiful and purposeful fashion in order to secure the best long-term interests of interest holders of the American Beacon Master Trust and shareholders of the American Beacon Funds, the American Beacon Mileage Funds, and the American Beacon Select Funds (collectively, the “Funds”). Therefore, these Proxy Voting Policy and Procedures (the “Policy”) have been adopted by the Funds.
     The Funds are managed by American Beacon Advisors, Inc. (the “Manager”). The Manager has retained a proxy voting consultant (the “Consultant”) to provide assistance regarding the objective review and voting of proxies on any assets held by the Funds that invest primarily in the securities of domestic U.S. issuers (the “Domestic Funds”), consistent with the Policy. The Policy sets forth the policies and procedures the Manager employs when voting proxies for the Domestic Funds, including the role of their investment subadvisers (the “Subadvisers”). Proxy voting for the Funds that invest primarily in the securities of foreign issuers (the “International Funds”) has been delegated by the International Funds’ Boards of Trustees to the subadvisers for those funds (“International Subadvisers”). For the securities held in their respective portion of each International Fund, the International Subadvisers make voting decisions pursuant to their own proxy voting policies and procedures, which have been adopted by the International Funds and approved by their Boards of Trustees. The Policy includes the procedures that the Manager performs to monitor proxy voting by the International Subadvisers.
     For all of the Funds, the Manager seeks to ensure that proxies are voted in the best interests of Fund interest holders and shareholders (collectively, “shareholders”). For certain proxy proposals, the interests of the Manager and/or its affiliates may differ from Fund shareholders’ interests. To avoid the appearance of impropriety and to fulfill its fiduciary responsibility to shareholders in these circumstances, the Policy includes procedures established by the Manager for voting proxy proposals that potentially present a conflict of interests.
Domestic Funds — Procedures
      1.  Voting –The Consultant has been instructed by the Manager to vote proxies in accordance with the Policy, unless it is notified to vote otherwise by the Manager in writing. The Manager may decide to instruct the Consultant to vote in a manner different than specified by the Policy if it determines that such a variance from the Policy would be in the best interests of Fund shareholders. In making such a determination, the Manager will conduct its analysis of the proxy proposal, which may include, among other things, discussing the issue with Subadvisers holding the security to determine their recommended voting position.
     Except as otherwise noted, items to be evaluated on a case-by-case basis and proposals not contemplated by the Policy will be assessed by the Manager. In these situations, the Manager will use its judgment in directing the Consultant to vote in the best interest of the Funds’ shareholders and will propose changes to the Policy when appropriate.
      2.  Conflicts of Interest - The Manager maintains a list by Fund of all affiliated persons, including the Manager and its affiliates, the Subadvisers and their affiliates as well as the Funds’ distributor and its affiliates. Any proxy proposal involving an entity on this list could be considered to represent a conflict of interest between a) the Manager, a Subadviser, the distributor or any of their affiliates and b) Fund shareholders. The Manager will monitor the Fund’s holdings against the list of affiliated persons and will conduct an analysis based upon the following procedures to resolve these known potential conflicts as well as any unforeseen conflicts.

 


 

APPENDIX B
           a. Proxies for Affiliated Funds - Each Fund has the ability to invest in the shares of any of the Money Market Funds. For example, the High Yield Bond Fund may purchase shares of the Money Market Fund. If the Money Market Fund issues a proxy for which the High Yield Bond Fund is entitled to vote, the Manager’s interests regarding the Money Market Fund might appear to conflict with the interests of the shareholders of the High Yield Bond Fund. In these cases, the Manager will instruct the Consultant to vote in accordance with the Board of Trustees’ recommendations in the proxy statement.
           b. Business / Personal Connections of the Manager - The Manager is a wholly owned subsidiary of AMR Corporation, which is a publicly owned corporation and the parent company of American Airlines, Inc. To avoid the appearance of any conflict of interests, the Funds are expressly prohibited from investing in the securities of AMR Corporation or any other airline company.
          The Manager could have an advisory client that issues a proxy or promotes a proxy proposal for which a Fund is entitled to vote. By taking a particular voting position on the proxy, it could be perceived by Fund shareholders that the Manager is favoring the advisory client over Fund shareholders in order to avoid harming its relationship with the advisory client. If the Manager is asked to render a decision regarding a proxy proposal issued or promoted by one of its advisory clients, the Manager will refer that proposal to the applicable Fund’s Board of Trustees, who will decide the Fund’s voting position after consultation with the Manager.
          In the event that a principal officer of the Manager has a personal relationship or connection with an issuer or proponent of a proxy proposal being considered by the Manager, the voting matter will be discussed with the applicable Fund’s Board of Trustees, who will decide the Fund’s voting position after consultation with the Manager.
          If an unforeseen conflict pertaining to a particular proxy proposal becomes apparent, the Manager will refer that proposal to the applicable Fund’s Board of Trustees, who will decide the Fund’s voting position after consultation with the Manager.
           c. Business / Personal Connections of the Subadvisers — Each Subadviser (and its affiliates) is considered an affiliate of the portion of the Fund it manages. When the Manager receives input regarding a voting recommendation from a Subadviser, the Manager will request the Subadviser’s disclosure of any business or personal relationships or connections that the Subadviser itself or its principals may have with the proxy issuer or any proponent of the proxy proposal. If the Subadviser’s disclosure reveals any potential conflicts of interest, the Manager will not rely on the Subadviser’s recommendation regarding the proxy proposal.
     3 Securities on Loan - The Consultant will notify the Manager before the record date about the occurrence of a future shareholder meeting. The Manager will determine whether or not to recall shares of the applicable security that are on loan with the intent of voting such shares in accordance with the Policy, based on factors including the nature of the meeting (i.e., annual or special), the percentage of the proxy issuer’s outstanding securities on loan, any other information regarding the proxy proposals of which the Manager may be aware, and the loss of securities lending income to a Fund as a result of recalling the shares on loan.
Domestic Funds — Policies
      1.  Routine Proposals - Routine proxy proposals are most commonly defined as those that do not change the structure, bylaws, or operations of the corporation to the detriment of the shareholders. The proposals are consistent with industry standards as well as the corporate laws in the state of incorporation. Traditionally, these include:
A. Location of annual meeting
B. Employee stock purchase plan
C. Appointment of auditors
D. Corporate strategy
E. Director indemnification and liability protection
F.Reincorporation
     The Funds’ policy is to support management on these routine proposals.

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APPENDIX B
      2.  Social, Political and Environmental Proposals - Issues which can be characterized as non-financial or non-business issues involving social, political and environmental issues will result in voting to support management. Financial interests of the shareholders are the only consideration for proxy voting decisions.
      3.  Shareholder Equality Proposals - Issues that do not discriminate against certain shareholders will be supported . Non-discriminatory proposals include:
           A. Anti-greenmail - Provisions that require that the price paid to the greenmailer must be extended to all shareholders of record will be supported .
           B. Fair price provisions - Provisions that guarantee an equal price to all shareholders will be supported .
      4.  Non-routine proposals - Issues in this category are more likely to affect the structure and operation of the corporation and, therefore have a greater impact on the value of the shareholders’ investment. All situations will be viewed individually and independently with the focus on the financial interest of the shareholders.
     Various factors will contribute in the decision-making process assessing the financial interest of the shareholders. Consideration should be given first and foremost to the board of directors. The board of directors oversees the management of the company, makes decisions on the most important issues and is a representative of the shareholders. To the degree that the board is independent (defined as at least 75% of members are independent, having no personal or business relationship with management, as defined by the relevant exchange), capable and dedicated to the shareholders, support should be for the board’s recommendations.
     Management’s record, strategy and tenure will contribute in the decision-making process. The tendency will be to side with management if, in the past, it has shown the intent and ability to maximize shareholder wealth over the long term. Management will not be judged on a quarter-by-quarter basis, but judged on decisions that are consistent with the long-term interests of the shareholders of the company.
     The following are specific issues that directly impact the financial interest of the shareholders.
           A. Board of Directors
                a.  Uncontested elections - The Funds will support management’s slate during uncontested elections if the board is independent. The company is the best judge of who is able and available to serve, and who will work well together.
                b.  Contested elections - will be evaluated on a case-by-case basis. Both slates of candidates will be evaluated based on a thorough analysis of each contesting side.
                c.  Independent compensation committee - an independent committee will best represent shareholder interests and guards against conflicts of interest in executive pay decisions. An independent or majority independent committee will have no financial interest in the outcome. The Funds will support proposals for independent compensation committees.
                d.  Independent nominating committee The Funds believe that independent directors selected by a committee of independent directors will be more likely to question the CEO’s business judgment. Therefore, the Funds will support proposals for independent nominating committees.
                e.  Classified boards - A typical classified board is divided into 3 groups with one group standing for election every third year. The Funds believe that shareholders benefit from the structure as classified boards provide stability of leadership and continuity of management and policy that is crucial when evaluating company issues. Therefore, the Funds’ policy is to support classified boards.
                f.  Cumulative voting - Under cumulative voting, shareholders are entitled to a number of votes equal to the number of board seats open for election, times the number of shares held. The votes can be cast for one nominee or apportion them, equally or not, amongst the nominees. The Funds believe that each director should act for the benefit of all shareholders and therefore should not be elected by a special group of

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APPENDIX B
shareholders. As a result, the Funds do not support cumulative voting. Directors have the fiduciary responsibility to protect and enhance the interests of all shareholders. The potential disruption caused by a minority director with a special agenda is potentially damaging to a majority of shareholders. Directors should act in the benefit of the majority, not the minority.
                g.  Independent boards The Funds believe independent boards will permit clear and independent decision-making, benefiting shareholders’ long-term interests. Board members who are independent are more likely to protect shareholders’ interests than company executives or other insiders. An “independent director” is defined as an individual who has had no personal or business relationship with management, as defined by the relevant exchange. While the Funds’ policy is to generally support independent boards, there is no objection to including up to 25% of insiders or affiliated outsiders on the board. Inside directors have intimate knowledge of the company that will be beneficial during discussions of the company’s long-term prospects. If the board is less than 75% independent, the Funds will withhold their vote for non-CEO board members that are not independent.
                h.  Separate chairman, CEO positions - Proponents contend that an individual with both positions is accountable to no one. The CEO is a management employee, responsible for day-to-day operations, implementing corporate strategy, and accountable to the board. The chairman is responsible for the overall direction of the company, protecting the shareholders’ interests, evaluating the performance of the CEO, and is accountable to the shareholders.
               Opponents contend it would dilute the power of the CEO to provide effective leadership, create a potential rivalry between the two positions leading to compromise rather than decisive action, insulate the CEO from being held accountable by the board if the chairman is overprotective, and finally, may cause confusion by having two public spokesmen. Despite the widespread use of this structure in Britain, it is relatively revolutionary in the U.S. If the board is independent, the Funds will support the company’s recommendation regarding separate chairman, CEO positions. Other situations will be evaluated on a case-by-case basis.
                i.  Minimum director stock / fund ownership - proponents contend that a director’s interests will be more aligned with shareholders if the director has a personal stake in the company. Additionally, many companies are providing part of their compensation in the form of stock for directors.
               Opponents contend that minimum stock/fund ownership requirements will restrict the search to qualified, wealthy board candidates. This could eliminate other candidates who may not be able to pay the price of the required stock.
               The Funds will not support proposals for minimum director stock ownership.
                j.  Majority vote to elect directors – Shareholder concern about director elections is an outgrowth of their concern about director accountability in the aftermath of corporate scandals. Opponents argue that because of the “holdover” provision applicable to most directors, a resignation policy could be more effective in actually effecting the removal of an unpopular director. Proponents maintain that a resignation policy approach still leaves such a director technically “elected” and puts the onus on other board members to take action against one of their colleagues.
               The Funds will support proposals for a majority vote requirement to elect directors.
                k.  Increase/decrease size of board – The board and management are in the best position to determine the structure for the board. If the board is independent, the Funds will support proposals to increase or decrease the size of the board. All other proposals will be reviewed on a case-by-case basis.
                l.  Limit number of boards served – The board and management are in the best position to determine the structure for the board. The Funds will not support proposals to limit the number of boards a director may serve on.
                m.  Term limits — Opponents of term limits sustain that the board and management are in the best position to determine a workable, efficient structure for the board. Furthermore, shareholders may approve or disapprove of certain directors with their vote at annual meetings. The board should be free to identify the individuals who will best serve the shareholders. Supporters of term limits say that limiting the number of years that a director can serve on the board provides a built-in mechanism to force turnover. A structure that specifically

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APPENDIX B
limits the period of time a director can serve provides opportunities for recruiting directors with new ideas and perspectives.
               The Funds will not support proposals to institute term limits.
           B. Executive / Director compensation
                a.  Incentive/Stock option plans (establish, amend, add) - proponents contend that incentive/stock option plans are designed to attract, hold and motivate management. Shareholders generally favor these plans, as top managers should have a stake in their company that ties compensation to performance. By aligning management’s interests with shareholders toward a goal of increasing shareholder value, better returns usually result.
               Opponents contend that incentive/stock option plans may dilute the shareholders’ claim on profits and assets and may lead to a shift in the balance of voting control. Additionally, easily attainable incentive goals may not provide the necessary incentive for management.
               If the board is independent and if the company has performed well over the previous 3- or 5- year period, the Funds will generally support these plans. However, the Funds will not support plans that permit:
    Dilution in excess of the company’s peer group, unless overall executive compensation levels (including the value of the options) are at or below the peer group; or
 
    Repricing/replacing underwater options
                b.  Discounted stock options - options that may be exercised at prices below the stock’s fair market value on the award date. Sometimes called non-qualified options, these options are granted “in-the-money” or immediately exercisable for a profit. The Funds do not support discounted stock options, as they do not give management much incentive to increase share value, while the purpose of granting stock options is to align executives’ interests with those of the shareholders.
                c.  Exchange of underwater options - options with an exercise price higher than the market price are considered “underwater” and, needless to say, unattractive. The Funds do not support the exchange of underwater options that result in a financial gain to the participants since other shareholders have no such protection from falling stock prices and since executives would bear no risk if management is willing to bail them out when the stock price falls. The Funds will support the exchange of underwater options that do not result in a financial gain to the participants.
                d.  Cap or limit executive and director pay - T he Funds will not support capping or limiting executive or director pay. Pay flexibility is necessary to motivate and retain top quality executives and align shareholder and management interests.
                e.  Link pay to performance - Proponents contend that by linking pay to performance management’s interests will be aligned with shareholders. Management with compensation packages containing little volatility or risk may have a goal other than maximizing shareholder wealth. As a result, the Funds will support proposals to link pay to performance.
                f.  Golden parachute provisions - provide severance payments to top executives who are terminated or demoted after a change in control (takeover). They provide some financial security to executives relieving potential anxiety as they negotiate and impartially evaluate future takeover bids. This provision will allow executives to not oppose a merger that might be in the best interests of the shareholders but may cost them their job. Parachutes may also benefit shareholders as they aid in the attraction and retention of managers.
               However, opponents contend the existence of these provisions can discourage takeover attempts, as significant sums may have to be paid to company executives. Executives are already well paid to manage the company and should not have an extra reward. Additionally, shareholder approval is generally not necessary for enactment of this provision.
               Properly conceived, golden parachutes can free management to act in the best interests of shareholders. Often, however, it is clearly an attempt to raise the cost to a third party of acquiring the company.

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APPENDIX B
Other criteria for analyzing the actual approval of parachute plans might include necessity, breadth of participation, payout size, sensitivity of triggers and leveraged buyout restrictions. If the board is independent and the company has performed well over the previous 3- or 5-year period, the Funds will support golden parachute provisions.
                g.  Expensing stock options - Proponents argue that expensing stock options would more accurately reflect the company’s earnings and would lead to better comparisons among companies. Furthermore, expensing options would rein in what many consider to be the excessive use of stock options as compensation for executives.
               Opponents argue that expensing stock options will ultimately hurt rank and file employees who currently receive stock options and will do little to curb accounting irregularities. Companies are more likely to cut back on option grants if they are considered an expense, and such cutbacks will probably come from grants to regular employees. In addition, opponents contend there is no reliable, accurate and standard way to calculate the value of stock options and say that options are not a company expense, but rather a cost incurred by shareholders in the form of dilution, which is reflected in the form of lower earnings per share. Finally, they also note that the effect of stock options is already disclosed in the notes to the company’s financial statements.
               The Funds will support management’s recommendations on this issue as management, along with their auditors and board, are in the best position to determine the competitive impact on their firm and determine appropriate accounting policies in compliance with FASB rules.
                h.  Executive incentive bonus plans — Section 162(m) of the Internal Revenue Code prohibits companies from deducting more than $1 million in compensation paid to each of the top five executives, unless the compensation is paid under a performance-based, shareholder approved plan. To maintain compliance, these performance-based plans require shareholder approval every five years.
               Cash bonus plans can be an important part of an executive’s overall pay package, along with stock-based plans tied to long-term total shareholder returns. Over the long term, stock prices are an excellent indicator of management performance. However, other factors, such as economic conditions and investor reaction to the stock market in general, and certain industries in particular, can greatly impact the company’s stock price. As a result, a cash bonus plan can effectively reward individual performance and the achievement of business unit objectives that are independent of short-term market share price fluctuations. Moreover, preservation of the full deductibility of all compensation paid reduces the company’s corporate tax obligation.
               Generally, the Funds will support these performance-based plans. However, if the compensation committee is not 100% independent, the proposal will be decided on a case-by-case basis.
                i.  Supplemental executive retirement plans (SERPs) — Supplemental executive retirement plans (SERPs) are special pension benefits for executives, paid in excess of IRS deductibility limitations and exempt from provisions within the Employee Retirement and Income Security Act (ERISA). SERPs are unfunded plans and payable out of the company’s general assets. The ability of a company to offer a SERP could affect the company’s ability to compete for qualified senior executives, and could place the company at a competitive disadvantage to its peers. Companies note that it is particularly critical for a company to retain the ability to offer SERPs when hiring an executive who must forfeit substantial retirement benefits that he or she has accrued at a previous employer.
               Opponents contend that such benefits are unnecessary given the high levels of executive compensation at most companies.
               Generally, the Funds will support SERPs. However, if the compensation committee is not 100% independent, the proposal will be decided on a case-by-case basis.
           C. RIC Contracts and Policies
                a.  Investment Advisory Contracts — All proposals regarding new investment advisory contracts or amendments to existing contracts will be reviewed on a case-by-case basis. Due to the complex and varied nature of these proposals, the principal emphasis will be on the financial ramifications of the proposal for the Funds’ shareholders.

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APPENDIX B
                b.  Distribution Plans — All proposals pertaining to a RIC’s distribution plan will be reviewed on a case-by-case basis, weighing any proposed additional fees to be paid by shareholders against the potential benefits. The analysis will foremost consider the effects of the proposal on the shareholders.
                c.  Fundamental Objectives / Policies — All proposals regarding the fundamental investment objectives or policies of a RIC will be reviewed on a case-by-case basis. Due to the complex and varied nature of these proposals, the principal emphasis will be on the financial ramifications of the proposal for the shareholders.
           D. Confidential voting – The Funds believe that confidential voting restricts communication between shareholders and management. Additionally, the system of free and open proxy voting protects shareholder interests and ensures that the fiduciary obligations of investment funds are met. These representatives are then fully accountable to their constituents. Confidential voting is also expensive, as voting must be tabulated by a third party before presentation. The Funds will not support confidential voting. Management cannot address shareholder concerns if they cannot identify the dissenting voters. Undue pressure will not be condoned but our concern is that communication might be diminished during a time when shareholders are considering significant issues. Implementing confidential voting is not an acceptable tradeoff for the potential loss of open dialogue.
           E. Supermajority-voting provisions — Proponents contend that a broad agreement should be reached on issues that may have a significant impact on the company. Supermajority vote requirements usually require a level of voting approval in excess of a simple majority of the outstanding shares. Usually this range is from 66% to 80%, but in some cases even higher.
          Opponents contend that supermajority-voting provisions detract from a simple majority’s power to enforce its will. In many cases, the supermajority requirement will make it impossible to repeal or enact proposals due to the number of votes needed. Matters of corporate policy, a sale of assets or a sale of the entire company should ordinarily only require a majority of shareholders.
          The Funds will support supermajority provisions up to 67%. All situations regarding supermajority-voting provisions larger than 67% will be reviewed on a case-by-case basis.
           F. Anti-takeover proposals Poison pills, preemptive rights, fair pricing and dual class voting provisions force potential bidders to deal directly with the board of directors. The board’s role is to protect shareholders against unfair and unequal treatment and guard against partial tender offers and other abusive tactics. Fair and equitable offers will not be prevented and will equally benefit all shareholders.
                a.  Poison pills (Shareholder rights plans) - protect shareholders from coercive and unfair offers. Therefore, all shareholders should receive a better/fairer offer. If the board is independent, the Funds will support poison pills. If the board is not independent, each situation involving poison pills will be decided on a case-by-case basis.
                b.  Preemptive rights - enable shareholders to retain the same percentage of ownership during additional stock offerings. This eliminates the effect of dilution on the shareholder. The Funds will support preemptive rights.
                c.  Fair pricing provisions - require that if offers are not approved by the board, the bidder must pay the same “fair” price for all shares purchased. The fair price is usually defined as the highest price paid by the bidder for shares acquired before the start of the tender offer. This provision attempts to prevent “two-tiered” offers in which the bidder offers a premium for sufficient shares to gain control then offers a much lower price to the remaining holders. The Funds will support fair pricing provisions.
                d.  Dual class voting provisions - create unequal voting rights among different shareholders. These provisions allow companies to raise capital and expand while letting management maintain control without fear of being acquired. However, these provisions enable management to become entrenched, as it is an anti-takeover mechanism. With management controlling the voting power, no one will pay a premium for shares of a company when there is no way for them to obtain voting control of the company. The Funds will not support dual class voting provisions.

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APPENDIX B
           G. Stock related proposals
                a.  Increase authorized common/preferred stock - A request for additional shares of stock was, in the past, considered a routine voting item. Companies usually state it is for a specific use, such as a stock split, acquisition or for “general corporate purposes.” However, an abundance of authorized but unissued shares can become an anti-takeover measure, such as implementing a poison pill or placing a large block of stock with a friendly holder to maintain control.
               If the board is independent, the Funds will support increases in common/preferred stock. The authorization will give companies the ability and flexibility to finance corporate growth. If the board is not independent, the Funds will not support increases in common/preferred stock.
                b.  Targeted share placements - the issuance of a specific block of company securities to a friendly shareholder. These placements are often used to defend against an unfriendly takeover or to obtain favorable financing and may be executed using common stock, preferred stock or convertible securities. Targeted share placements are often less expensive to execute than issuing stock, they do not require the high interest rates of traditional debt and a placement can be structured for the benefit of the limited number of parties. Additionally, share placements can be executed fairly quickly and shareholder approval is not required.
               Opponents contend targeted placements give selected shareholders an unfair access to valuable securities while diluting current shareholder’s proportional ownership and voting interests. Additionally, critics contend that not only do targeted share placements serve to entrench management, but also the holder of the share placement may have a senior claim or return from company assets.
               All situations regarding targeted share placements will be reviewed on a case-by-case basis. Since such stock could be used to dilute the ownership rights of current shareholders, shareholders should have the opportunity to analyze the proposal to determine whether it is in their best economic interests.
           H. Mergers, Acquisitions, Restructurings - These transactions involve fundamental changes in the structure and allocation of a company’s assets. Financial considerations are foremost in these transactions but ERISA fiduciaries are not obligated to take an offer if they feel the long-term interests of the Funds, as a shareholder will be best served by the company continuing as is.
          All situations regarding mergers, acquisitions, or restructuring will be reviewed on a case-by-case basis. Due to the complexity and company-specific nature of these proposals, the principal emphasis will be on the financial ramifications of the proposal.
      5.  Other Business — The Funds will support management with respect to “Other Business.”
      6.  Adjourn Meeting – The Funds will support management with respect to proposals to adjourn the shareholder meeting.
All other issues will be decided on a case-by-case basis. As with other non-routine proposals, decisions will be based primarily on management and board responsiveness to enhancing shareholder wealth.
Issues requiring analysis on a case-by-case basis will be voted according to the Consultant’s recommendation when the Funds own less than 1% of the company’s outstanding shares and less than $3 million of the company’s market capitalization.
International Funds — Procedures
      1.  Voting — The International Funds’ Boards of Trustees have delegated proxy voting to the International Subadvisers. Each International Fund has adopted the proxy voting policies and procedures of its respective subadvisers. The Manager maintains copies of the International Subadvisers’ policies and will periodically check the voting record for adherence to the policies. If any discrepancies are noted, the Manager will follow up with the International Subadviser.
      2.  Conflicts of Interest - Each International Subadviser receives from the Manager the list of affiliated persons for each International Fund. Any proxy proposal involving an entity on this list could be considered to represent a conflict of interest between a) the Manager, an International Subadviser, the distributor or any of their

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APPENDIX B
affiliates and b) Fund shareholders. If an International Subadviser receives a proxy involving one of these entities, it will notify the Manager and forward all proxy materials for consideration by the applicable Fund’s Board of Trustees. The Board of Trustees will decide the Fund’s voting position in consultation with the Manager and the International Subadviser.
               If an unforeseen conflict pertaining to a particular proxy proposal becomes apparent, the International Subadviser will notify the Manager and forward all proxy materials for consideration by the applicable Fund’s Board of Trustees. The Board of Trustees will decide the Fund’s voting position in consultation with the Manager and the International Subadviser.
All Funds — Other Procedures
      1.  Recordkeeping — Records of all votes will be maintained by a) the Consultant for the Domestic Funds and b) the International Subadvisers for the International Funds. Documentation of all votes for the Domestic Funds will be maintained by the Manager and the Consultant. Such documentation will include the recommendations of the Subadvisers along with pertinent supporting comments and letters, the Policy, the proxy voting policies and procedures of the International Subadvisers, any and all company reports provided by proxy advisory consulting services, additional information gathered by the Manager, minutes from any meeting at which the Boards of Trustees considered a voting matter, the conclusion and final vote.
      2.  Disclosure — The Manager, in conjunction with the Consultant, will compile the Funds’ proxy voting record for each year ended June 30 and file the required information with the SEC via Form N-PX by August 31. The Manager will include a summary of the Policy and/or the proxy voting policies and procedures of the International Subadvisers, as applicable, in each Fund’s Statement of Additional Information (“SAI”). In each Fund’s annual and semi-annual reports to shareholders, the Manager will disclose that a description of the Policy and/or the proxy voting policies and procedures of the International Subadvisers, as applicable, is a) available upon request, without charge, by toll-free telephone request, b) on the Funds’ website (if applicable), and c) on the SEC’s website in the SAI. The SAI and shareholder reports will also disclose that the Funds’ proxy voting record is available by toll-free telephone request (or on the Funds’ website) and on the SEC’s website by way of the Form N-PX. Within three business days of receiving a request, the Manager will send a copy of the policy description or voting record by first-class mail.
      3.  Board Oversight - On at least an annual basis, the Manager will present a summary of the voting records of the Funds to the Boards of Trustees for their review. The Boards of Trustees will annually consider for approval the Policy and the proxy voting policies and procedures of the International Subadvisers. In addition, the Manager and International Subadvisers will notify the Board of any material changes to the proxy voting policies and procedures.

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APPENDIX B
PROXY VOTING POLICIES – INTERNATIONAL EQUITY AND EMERGING MARKETS FUND SUB-ADVISORS
Causeway Capital Management LLC
Summary of Proxy Voting Policies and Procedures
     Causeway votes proxies solely in the best interests of the client in accordance with its Proxy Voting Policies and Procedures. Causeway votes consistent with the following principles: (i) increasing shareholder value; (ii) maintaining or increasing shareholder influence over the board of directors and management; (iii) establishing and enhancing a strong and independent board of directors; (iv) maintaining or increasing the rights of shareholders; and (v) aligning the interests of management and employees with those of shareholders with a view toward the reasonableness of executive compensation and shareholder dilution. Causeway recognizes that a company’s management is charged with day-to-day operations and, therefore, generally votes on routine business matters in favor of management’s positions. Under its guidelines, Causeway generally votes for distributions of income, appointment of auditors, director compensation (unless excessive), management’s slate of director nominees (except nominees with poor attendance or who have not acted in the best interests of shareholders), financial results/director and auditor reports, share repurchase plans, and changing corporate names and other similar matters. Causeway generally votes with management on social issues because it believes management is responsible for handling them. Causeway generally opposes cumulative voting and votes against anti-takeover mechanisms and attempts to classify boards of directors. Causeway votes other matters — including equity-based compensation plans — on a case-by-case basis.
     Causeway’s interests may conflict with the client on certain proxy votes where Causeway might have a significant business or personal relationship with the company or its officers. Causeway’s Chief Operating Officer in consultation with the General Counsel decides if a vote involves a material conflict of interest. If so, Causeway will either (i) obtain instructions or consent from the client on voting, (ii) vote in accordance with a “for” or “against” or “with management” guideline if one applies, or (iii) if no such guideline applies, will follow the recommendation of a third party proxy voting consultant unaffiliated with Causeway, such as Institutional Shareholder Services.
     Non-U.S. proxies may involve a number of problems that restrict or prevent Causeway’s ability to vote. As a result, a client’s non-U.S. proxies will be voted on a best efforts basis only. In addition, Causeway will not vote proxies (U.S. or non-U.S.) if it does not receive adequate information from the client’s custodian in sufficient time to cast the vote.
Lazard Asset Management LLC
Summary of Proxy Voting Policies
A. Introduction
     As a fiduciary, Lazard Asset Management LLC (“Lazard”) is obligated to vote proxies in the best interests of its clients. Lazard has adopted a written policy (the “Policy”) that is designed to ensure that it satisfies its fiduciary obligation. Lazard has developed a structure to attempt to ensure that proxy voting is conducted in an appropriate manner, consistent with clients’ best interest, and within the framework of that Policy.
     Lazard manages assets for a variety of clients, including individuals, Taft-Hartley plans, governmental plans, foundations and endowments, corporations, investment companies and other collective investment vehicles. Absent specific guidelines provided by a client, Lazard’s policy is to vote proxies on a given issue the same for all of its clients. The Policy is based on the view that, in its role as investment adviser, Lazard must vote proxies based on what it believes will maximize shareholder value as a long-term investor, and that the votes it casts on behalf of all its clients are intended to accomplish that objective.
B. Administration and Implementation of Proxy Voting Process
     Lazard’s proxy-voting process is administered by its Proxy Operations Department (“ProxyOps”), which reports to Lazard’s Chief Operations Officer. Oversight of the process is provided by Lazard’s Legal and Compliance Department and by a Proxy Committee consisting of senior Lazard officers. To assist it in its proxy-voting responsibilities, Lazard currently subscribes to several research and other proxy-related services offered by Institutional Shareholder Services, Inc. (“ISS”), one of the world’s largest providers of proxy-voting services. ISS provides Lazard with its independent analysis and recommendation regarding virtually every proxy proposal that Lazard votes on behalf of its clients, with respect to both U.S. and non-U.S. securities.

 


 

APPENDIX B
     Lazard’s Proxy Committee has approved specific proxy voting guidelines regarding the most common proxy proposals (the “Approved Guidelines”). These Approved Guidelines provide that Lazard should vote for or against the proposal, or that the proposal should be considered on a case-by-case basis. Lazard believes that its portfolio managers and global research analysts with knowledge of the company (“Portfolio Management”) are in the best position to evaluate the impact that the outcome of a given proposal will have on long-term shareholder value. Therefore, ProxyOps seeks Portfolio Management’s recommendation on all proposals to be considered on a case-by-case basis. Portfolio Management is also given the opportunity to review all proposals (other than routine proposals) where the Approved Guideline is to vote for or against, and, in compelling circumstances, to overrule the Approved Guideline, subject to the Proxy Committee’s final determination. The Manager of ProxyOps may also consult with Lazard’s Chief Compliance Officer or the Proxy Committee concerning any proxy agenda or proposal.
C. Types of Proposals
     Shareholders receive proxies involving many different proposals. Many proposals are routine in nature, such as a non-controversial election of Directors or a change in a company’s name. Other proposals are more complicated, such as items regarding corporate governance and shareholder rights, changes to capital structure, stock option plans and other executive compensation issues, mergers and other significant transactions and social or political issues. Lazard’s Proxy Committee has developed Approved Guidelines for the most common proposals. New or unusual proposals may be presented from time to time. Such proposals will be presented to Portfolio Management and discussed with the Proxy Committee to determine how they should be voted and an Approved Guideline will be adopted if appropriate.
D. Conflicts of Interest
     Lazard’s Policy recognizes that there may be times when meeting agendas or proposals create the appearance of a material conflict of interest for Lazard. Should the appearance of such a conflict exist, Lazard will seek to alleviate the conflict by voting consistent with pre-approved guidelines (to vote for or against), or, in situations where the pre-approved guideline is to vote case-by-case, with the recommendation of an independent source. Currently, when a material conflict, or the appearance of a material conflict, arises regarding a proposal, and the Approved Guideline is to vote case-by-case, Lazard defers to the recommendation provided by an independent source, Institutional Shareholder Services (“ISS”). This allows Lazard to ensure that a vote is not influenced by a material conflict of interest, and nevertheless receive the benefit of ISS’s thorough analysis and recommendation designed to further long-term shareholder value. If the recommendations of the two services offered by ISS, the Proxy Advisor Service and the Proxy Voter Service, are not the same, Lazard will obtain a recommendation from a third independent source that provides proxy voting advisory services, and will defer to the majority recommendation. If a third independent source is not available, Lazard will follow the recommendation of ISS’s Proxy Advisor Service.
Mellon Financial Corporation (parent company of The Boston Company Asset Management, LLC)
Summary of Proxy Voting Policy and Procedures
     The Boston Company, through its participation on the Proxy Policy Committee of its parent company, Mellon Financial Corporation, has adopted a Proxy Voting Policy, related procedures, and voting guidelines which are applied to those client accounts over which it has been delegated the authority to vote proxies. In voting proxies, The Boston Company seeks to act solely in the best financial and economic interest of the applicable client. The Boston Company will carefully review proposals that would limit shareholder control or could affect the value of a client’s investment. The Boston Company generally will oppose proposals designed to insulate an issuer’s management unnecessarily from the wishes of a majority of shareholders. The Boston Company will generally support proposals designed to provide management with short-term insulation from outside influences so as to enable them to bargain effectively with potential suitors and otherwise achieve long-term goals. On questions of social responsibility where economic performance does not appear to be an issue, The Boston Company will attempt to ensure that management reasonably responds to the social issues.
     All proxy voting proposals are reviewed, categorized, analyzed and voted in accordance with written guidelines in effect from time to time. These proxy voting guidelines are based on research and recommendations provided by internal resources and third party vendors. The guidelines are reviewed periodically and updated as necessary to reflect new issues and any changes in our policies on specific issues. Items that can be categorized will be voted in accordance with any applicable guidelines or referred to the Proxy Policy Committee, if the applicable guidelines so require. Proposals that cannot be categorized under the guidelines will be referred to the Proxy Policy Committee for discussion and vote. Additionally, the Proxy Policy Committee may review any proposal where it has identified a particular company, industry or issue for special scrutiny. With regard to voting

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APPENDIX B:
proxies of foreign companies, The Boston Company weighs the cost of voting, and potential inability to sell, the shares against the benefit of voting the shares to determine whether or not to vote.
     The Boston Company recognizes its duty to vote proxies in the best interests of its clients. The Boston Company seeks to avoid material conflicts of interest through the establishment of the Proxy Policy Committee, which applies detailed, pre-determined proxy voting guidelines in an objective and consistent manner across client accounts, based on internal and external research and recommendations provided by a third party vendor, and without consideration of any client relationship factors. Further, The Boston Company and its affiliates engage a third party as an independent fiduciary to vote all proxies for Mellon Financial Corporation securities and affiliated mutual fund securities.
Morgan Stanley Investment Management Inc.
Proxy Voting Policy And Procedures
I. POLICY STATEMENT
Introduction — Morgan Stanley Investment Management’s (“MSIM”) policy and procedures for voting proxies (“Policy”) with respect to securities held in the accounts of clients applies to those MSIM entities that provide discretionary investment management services and for which an MSIM entity has authority to vote proxies. The Policy will be reviewed and, updated, as necessary, to address new or revised proxy voting issues. The MSIM entities covered by the Policy currently include the following: Morgan Stanley Investment Advisors Inc., Morgan Stanley AIP GP LP, Morgan Stanley Investment Management Inc., Morgan Stanley Investment Management Limited, Morgan Stanley Investment Management Company, Morgan Stanley Asset & Investment Trust Management Co., Limited, Morgan Stanley Investment Management Private Limited, Morgan Stanley Hedge Fund Partners GP LP, Morgan Stanley Hedge Fund Partners LP, Van Kampen Asset Management, and Van Kampen Advisors Inc. (each an “MSIM Affiliate” and collectively referred to as the “MSIM Affiliates”).
Each MSIM Affiliate will use its best efforts to vote proxies as part of its authority to manage, acquire and dispose of account assets. With respect to the MSIM registered management investment companies (Van Kampen, Institutional and Advisor Funds)(collectively referred to herein as the “MSIM Funds”), each MSIM Affiliate will vote proxies pursuant to authority granted under its applicable investment advisory agreement or, in the absence of such authority, as authorized by the Board of Directors or Trustees of the MSIM Funds. AN MSIM Affiliate will not vote proxies if the “named fiduciary” for an ERISA account has reserved the authority for itself, or in the case of an account not governed by ERISA, the investment management or investment advisory agreement does not authorize the MSIM Affiliate to vote proxies. MSIM Affiliates will, in a prudent and diligent manner, vote proxies in the best interests of clients, including beneficiaries of and participants in a client’s benefit plan(s) for which the MSIM Affiliates manage assets, consistent with the objective of maximizing long-term investment returns (“Client Proxy Standard”). In certain situations, a client or its fiduciary may provide an MSIM Affiliate with a proxy voting policy. In these situations, the MSIM Affiliate will comply with the client’s policy unless to do so would be inconsistent with applicable laws or regulations or the MSIM Affiliate’s fiduciary responsibility.
Proxy Research Services - Institutional Shareholder Services (“ISS”) and Glass Lewis (together with other proxy research providers as MSIM Affiliates may retain from time to time, the “Research Providers”) are independent advisers that specialize in providing a variety of fiduciary-level proxy-related services to institutional investment managers, plan sponsors, custodians, consultants, and other institutional investors. The services provided include in-depth research, global issuer analysis, and voting recommendations. While the MSIM Affiliates may review and utilize the recommendations of the Research Providers in making proxy voting decisions, they are in no way obligated to follow such recommendations. In addition to research, ISS provides vote execution, reporting, and recordkeeping. MSIM’s Proxy Review Committee (see Section IV.A. below) will carefully monitor and supervise the services provided by the Research Providers.
Voting Proxies for Certain Non-U.S. Companies - While the proxy voting process is well established in the United States and other developed markets with a number of tools and services available to assist an investment manager, voting proxies of non-U.S. companies located in certain jurisdictions, particularly emerging markets, may involve a number of problems that may restrict or prevent an MSIM Affiliate’s ability to vote such proxies. These problems include, but are not limited to: (i) proxy statements and ballots being written in a language other than English; (ii) untimely and/or inadequate notice of shareholder meetings; (iii) restrictions on the ability of holders outside the issuer’s jurisdiction of organization to exercise votes; (iv) requirements to vote proxies in person, (v) the imposition of restrictions on the sale of the securities for a period of time in proximity to the shareholder meeting; and (vi) requirements to provide local agents with power of attorney to facilitate the MSIM Affiliate’s voting instructions. As a

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APPENDIX B
result, clients’ non-U.S. proxies will be voted on a best efforts basis only, after weighing the costs and benefits to MSIM’s clients of voting such proxies, consistent with the Client Proxy Standard. ISS has been retained to provide assistance to the MSIM Affiliates in connection with voting their clients’ non-U.S. proxies.
II. GENERAL PROXY VOTING GUIDELINES
To ensure consistency in voting proxies on behalf of its clients, MSIM Affiliates will follow (subject to any exception set forth herein) this Policy, including the guidelines set forth below. These guidelines address a broad range of issues, including board size and composition, executive compensation, anti-takeover proposals, capital structure proposals and social responsibility issues and are meant to be general voting parameters on issues that arise most frequently. The MSIM Affiliates, however, may, pursuant to the procedures set forth in Section IV. below, vote in a manner that is not in accordance with the following general guidelines, provided the vote is approved by the Proxy Review Committee and is consistent with the Client Proxy Standard. AN MSIM Affiliate will not generally vote a proxy if it has sold the affected security between the record date and the meeting date.
III. GUIDELINES
A. Corporate Governance Matters. The following proposals will generally be voted as indicated below, unless otherwise determined by the Proxy Review Committee.
  i.   General.
 
      Generally, routine management proposals will be supported. The following are examples of routine management proposals:
    Approval of financial statements, director and auditor reports.
 
    General updating/corrective amendments to the charter.
 
    Proposals related to the conduct of the annual meeting, except those proposals that relate to the “transaction of such other business which may come before the meeting.”
  2.   Proposals to eliminate cumulative voting generally will be supported; proposals to establish cumulative voting in the election of directors will not be supported.
 
  3.   Proposals requiring confidential voting and independent tabulation of voting results will be supported.
 
  4.   Proposals requiring a U.S. company to have a separate Chairman and CEO will not be supported. Proposals requiring non-U.S. companies to have a separate Chairman and CEO will be supported.
 
  5.   Proposals by management of non-U.S. companies regarding items that are clearly related to the regular course of business will be supported.
 
  6.   Proposals to require the company to expense stock options will be supported.
 
  7.   Open-ended requests for adjournment generally will not be supported. However, where management specifically states the reason for requesting an adjournment and the requested adjournment is necessary to permit a proposal that would otherwise be supported under this Policy to be carried out (i.e. an uncontested corporate transaction), the adjournment request will be supported.
 
  8.   Proposals to declassify the Board of Directors (if management supports a classified board) generally will not be supported.
 
  9.   Proposal requiring that the company prepare reports that are costly to provide or that would require duplicative efforts or expenditures that are of a non-business nature or would provide no

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APPENDIX B
      pertinent information from the perspective of institutional shareholders generally will not be supported.
     ii.  Election of Directors . In situations where no conflict exists and where no specific governance deficiency has been noted, unless otherwise determined by the Proxy Review Committee, proxies will be voted in support of nominees of management.
     1. The following proposals generally will be supported :
    Proposals requiring that a certain percentage (up to 66 2/3%) of the company’s board members be independent directors.
 
    Proposals requiring that members of the company’s compensation, nominating and audit committees be comprised of independent or unaffiliated directors.
     2. Unless otherwise determined by the Proxy Review Committee, a withhold vote will be made in the following circumstances:
  (a)   If a company’s board is not comprised of a majority of disinterested directors, a withhold vote will be made for interested directors. A director nominee may be deemed to be interested if the nominee has, or any time during the previous five years had, a relationship with the issuer (e.g., investment banker, counsel or other professional service provider, or familial relationship with a senior officer of the issuer) that may impair his or her independence;
 
  (b)   If a nominee who is interested is standing for election as a member of the company’s compensation, nominating or audit committees;
 
  (c)   A direct conflict exists between the interests of the nominee and the public shareholders;
 
  (d)   Where the nominees standing for election have not taken action to implement generally accepted governance practices for which there is a “bright line” test. These would include elimination of dead hand or slow hand poison pills, requiring audit, compensation or nominating committees to be composed of independent directors and requiring a majority independent board;
 
  (e)   A nominee has failed to attend at least 75% of board meetings within a given year without a reasonable excuse; or
 
  (f)   A nominee serves on the board of directors for more than six companies (excluding investment companies).
iii. Auditors
  1.   Generally, management proposals for selection or ratification of auditors will be supported. However, such proposals may not be supported if the audit fees are excessive. Generally, to determine if audit fees are excessive, a 50% test will be applied for audit fees in excess of $1 million: if audit fees are $1 million or more, non-audit fees should less than 50% of the total fees paid to the auditor. If audit fees are less than $1 million, the fees will be reviewed case by case by the Proxy Review Committee.
 
  2.   Proposals requiring auditors to attend the annual meeting of shareholders will be supported.
 
  3.   Proposals to indemnify auditors will not be supported.
iv. Anti-Takeover Matters

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APPENDIX B
  1.   Proposals to modify or rescind existing supermajority vote requirements to amend the charter or bylaws will be supported; proposals to amend by-laws to require a supermajority shareholder vote to pass or repeal certain provisions will not be supported.
 
  2.   Proposals relating to the adoption of anti-greenmail provisions will be supported, provided that the proposal: (i) defines greenmail; (ii) prohibits buyback offers to large block holders (holders of at least 1% of the outstanding shares and in certain cases, a greater amount, as determined by the Proxy Review Committee) not made to all shareholders or not approved by disinterested shareholders; and (iii) contains no anti-takeover measures or other provisions restricting the rights of shareholders.
 
  3.   Proposals requiring shareholder approval or ratification of a shareholder rights plan or poison pill will be supported.
B. Capitalization changes. The following proposals generally will be voted as indicated below, unless otherwise determined by the Proxy Review Committee.
  1.   The following proposals generally will be supported:
    Proposals relating to capitalization changes that eliminate other classes of stock and/or eliminate unequal voting rights.
 
    Proposals to increase the authorization of existing classes of common stock (or securities convertible into common stock) if: (i) a clear and legitimate business purpose is stated; (ii) the number of shares requested is reasonable in relation to the purpose for which authorization is requested; and (iii) the authorization does not exceed 100% of shares currently authorized and at least 30% of the new authorization will be outstanding.
 
    Proposals to create a new class of preferred stock or for issuances of preferred stock up to 50% of issued capital.
 
    Proposals for share repurchase plans.
 
    Proposals to reduce the number of authorized shares of common or preferred stock, or to eliminate classes of preferred stock.
 
    Proposals to effect stock splits.
 
    Proposals to effect reverse stock splits if management proportionately reduces the authorized share amount set forth in the corporate charter. Reverse stock splits that do not adjust proportionately to the authorized share amount generally will be approved if the resulting increase in authorized shares coincides with the proxy guidelines set forth above for common stock increases.
  2.   The following proposals generally will not be supported (notwithstanding management support).
    Proposals relating to capitalization changes that add classes of stock which substantially dilute the voting interests of existing shareholders.
 
    Proposals to increase the authorized number of shares of existing classes of stock that carry preemptive rights or supervoting rights.
 
    Proposals to create “blank check” preferred stock.
 
    Proposals relating to changes in capitalization by 100% or more.
C. Compensation. The following proposals generally will be voted as indicated below, unless otherwise determined by the Proxy Review Committee.
  1.   The following proposals generally will be supported:

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APPENDIX B
    Proposals relating to director fees, provided the amounts are not excessive relative to other companies in the country or industry.
 
    Proposals for employee stock purchase plans that permit discounts up to 15%, but only for grants that are part of a broad-based employee plan, including all non-executive employees.
 
    Proposals for the establishment of employee stock option plans and other employee ownership plans, provided that our research does not indicate that approval of the plan would be against shareholder interest.
 
    Proposals for the establishment of employee retirement and severance plans, provided that our research does not indicate that approval of the plan would be against shareholder interest.
  2.   Blanket proposals requiring shareholder approval of all severance agreements will not be supported, however, proposals that require shareholder approval for agreements in excess of three times the annual compensation (salary and bonus) generally will be supported.
 
  3.   Blanket proposals requiring shareholder approval of executive compensation generally will not be supported.
 
  4.   Proposals that request or require disclosure of executive compensation in addition to the disclosure required by the Securities and Exchange Commission (“SEC”) regulations generally will not be supported.
D. Other Recurring Items. The following proposals generally will be voted as indicated below, unless otherwise determined by the Proxy Review Committee.
  1.   Proposals to add restrictions related to social, political, environmental or special interest issues that do not relate directly to the business of the company and which do not appear to be directed specifically to the business or financial interest of the company generally will not be supported.
 
  2.   Proposals requiring adherence to workplace standards that are not required or customary in market(s) to which the proposals relate will not be supported.
E. Items to be reviewed by the Proxy Review Committee
The following types of non-routine proposals, which potentially may have a substantive financial or best interest impact on an issuer, will be voted as determined by the Proxy Review Committee.
  i.   Corporate Transactions
    Proposals relating to mergers, acquisitions and other special corporate transactions (i.e., takeovers, spin-offs, sales of assets, reorganizations, restructurings and recapitalizations) will be examined on a case-by-case basis. In all cases, Research Providers’ research and analysis will be used along with MSIM Affiliates’ research and analysis, including, among other things, MSIM internal company-specific knowledge. Proposals for mergers or other significant transactions that are friendly, approved by the Research Providers, and where there is no portfolio manager objection, generally will be supported.
  ii.   Compensation
    Proposals relating to change-in-control provisions in non-salary compensation plans, employment contracts, and severance agreements that benefit management and would be costly to shareholders if triggered. With respect to proposals related to severance and change of control situations, MSIM Affiliates will support a maximum of three times salary and bonus.

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APPENDIX B
    Proposals relating to Executive/Director stock option plans. Generally, stock option plans should be incentive based. The Proxy Review Committee will evaluate the quantitative criteria used by a Research Provider when considering such Research Provider’s recommendation. If the Proxy Review Committee determines that the criteria used by the Research Provider is reasonable, the proposal will be supported if it falls within a 5% band above the Research Provider’s threshold.
    Compensation proposals that allow for discounted stock options that have not been offered to employees in general.
  iii.   Other
    Proposals for higher dividend payouts.
 
    Proposals recommending set retirement ages or requiring specific levels of stock ownership by directors.
 
    Proposals for election of directors, where a director nominee is related to MSIM (i.e. on an MSIM Fund’s Board of Directors/Trustees or part of MSIM senior management) must be considered by the Proxy Review Committee. If the proposal relates to a director nominee who is on a Van Kampen Fund’s Board of Directors/Trustees, to the extent that the shares of the relevant company are held by a Van Kampen Fund, the Van Kampen Board shall vote the proxies with respect to those shares, to the extent practicable. In the event that the Committee cannot contact the Van Kampen Board in advance of the shareholder meeting, the Committee will vote such shares pursuant to the Proxy Voting Policy.
 
    Proposals requiring diversity of board membership relating to broad based social, religious or ethnic groups.
 
    Proposals to limit directors’ liability and/or broaden indemnification of directors. Generally, the Proxy Review Committee will support such proposals provided that the officers and directors are eligible for indemnification and liability protection if they have acted in good faith on company business and were found innocent of any civil or criminal charges for duties performed on behalf of the company.
IV. ADMINISTRATION OF POLICY
A. Proxy Review Committee
  1.   The MSIM Proxy Review Committee (“Committee”) is responsible for creating and implementing the Policy and, in this regard, has expressly adopted it.
  (a)   The Committee, which is appointed by MSIM’s Chief Investment Officer (“CIO”), consists of senior investment professionals who represent the different investment disciplines and geographic locations of the firm. The Committee is responsible for establishing MSIM’s Policy and determining how MSIM will vote proxies on an ongoing basis.
 
  (b)   The Committee will periodically review and have the authority to amend, as necessary, the Policy and establish and direct voting positions consistent with the Client Proxy Standard.
 
  (c)   The Committee will meet at least monthly to (among other matters): (1) address any outstanding issues relating to the Policy and (2) review proposals at upcoming shareholder meetings of MSIM portfolio companies in accordance with this Policy including, as appropriate, the voting results of prior shareholder meetings of the same issuer where a similar proposal was presented to shareholders. The Committee, or its designee, will timely communicate to ISS MSIM’s Policy (and any amendments to them and/or any additional guidelines or procedures it may adopt).

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APPENDIX B
  (d)   The Committee will meet on an ad hoc basis to (among other matters): (1) authorize “split voting” (i.e., allowing certain shares of the same issuer that are the subject of the same proxy solicitation and held by one or more MSIM portfolios to be voted differently than other shares) and/or “override voting” (i.e., voting all MSIM portfolio shares in a manner contrary to the Policy); (2) review and approve upcoming votes, as appropriate, for matters for which specific direction has been provided in this Policy; and (3) determine how to vote matters for which specific direction has not been provided in this Policy. Split votes generally will not be approved within a single Global Investor Group investment team. The Committee may take into account Research Providers’ recommendations and research as well as any other relevant information they may request or receive, including portfolio manager and/or analyst research, as applicable. Generally, proxies related to securities held in accounts that are managed pursuant to quantitative, index or index-like strategies (“Index Strategies”) will be voted in the same manner as those held in actively managed accounts. Because accounts managed using Index Strategies are passively managed accounts, research from portfolio managers and/or analysts related to securities held in these accounts may not be available. If the affected securities are held only in accounts that are managed pursuant to Index Strategies, and the proxy relates to a matter that is not described in this Policy, the Committee will consider all available information from the Research Providers, and to the extent that the holdings are significant, from the portfolio managers and/or analysts.
 
  (e)   In addition to the procedures discussed above, if the Committee determines that an issue raises a potential material conflict of interest, or gives rise to the appearance of a potential material conflict of interest, the Committee will request a special committee to review, and recommend a course of action with respect to, the conflict(s) in question (“Special Committee”). The Special Committee shall be comprised of the Chairperson of the Proxy Review Committee, the Compliance Director for the area of the firm involved or his/her designee, a senior portfolio manager (if practicable, one who is a member of the Proxy Review Committee) designated by the Proxy Review Committee, and MSIM’s Chief Investment Officer or his/her designee. The Special Committee may request the assistance of MSIM’s General Counsel or his/her designee and will have sole discretion to cast a vote. In addition to the research provided by Research Providers, the Special Committee may request analysis from MSIM Affiliate investment professionals and outside sources to the extent it deems appropriate.
 
  (f)   The Committee and the Special Committee, or their designee(s), will document in writing all of their decisions and actions, which documentation will be maintained by the Committee and the Special Committee, or their designee(s), for a period of at least 6 years. To the extent these decisions relate to a security held by an MSIM U.S. registered investment company, the Committee and Special Committee, or their designee(s), will report their decisions to each applicable Board of Trustees/Directors of those investment companies at each Board’s next regularly scheduled Board meeting. The report will contain information concerning decisions made by the Committee and Special Committee during the most recently ended calendar quarter immediately preceding the Board meeting.
 
  (g)   The Committee and Special Committee, or their designee(s), will timely communicate to applicable portfolio managers, the Compliance Departments and, as necessary, to ISS, decisions of the Committee and Special Committee so that, among other things, ISS will vote proxies consistent with their decisions.
      Identification of Material Conflicts of Interest
      If there is a possibility that a vote may involve a material conflict of interest, the vote must be decided by the Special Committee in consultation with MSIM’s General Counsel or his/her designee.
 
      A material conflict of interest could exist in the following situations, among others:

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APPENDIX B
  (a)   The issuer soliciting the vote is a client of MSIM or an affiliate of MSIM and the vote is on a material matter affecting the issuer;
 
  (b)   The proxy relates to Morgan Stanley common stock or any other security issued by Morgan Stanley or its affiliates; or
 
  (c)   Morgan Stanley has a material pecuniary interest in the matter submitted for a vote (e.g., acting as a financial advisor to a party to a merger or acquisition for which Morgan Stanley will be paid a success fee if completed).
      Proxy Voting Reports
  (a)   MSIM will promptly provide a copy of this Policy to any client requesting them. MSIM will also, upon client request, promptly provide a report indicating how each proxy was voted with respect to securities held in that client’s account.
 
  (b)   MSIM’s legal department is responsible for filing an annual Form N-PX on behalf of each registered management investment company for which such filing is required, indicating how all proxies were voted with respect to such investment company’s holdings.
Templeton Investment Counsel, LLC
Proxy Voting Policies & Procedures
RESPONSIBILITY OF INVESTMENT MANAGER TO VOTE PROXIES
Templeton Investment Counsel, LLC (hereinafter “Investment Manager”) has delegated its administrative duties with respect to voting proxies to the Proxy Group within Franklin Templeton Companies, LLC (the “Proxy Group”), a wholly-owned subsidiary of Franklin Resources, Inc. Franklin Templeton Companies, LLC provides a variety of general corporate services to its affiliates, including but not limited to legal and compliance activities. Proxy duties consist of analyzing proxy statements of issuers whose stock is owned by any client (including both investment companies and any separate accounts managed by Investment Manager) that has either delegated proxy voting administrative responsibility to Investment Manager or has asked for information on the issues to be voted. The Proxy Group will process proxy votes on behalf of, and Investment Manager votes proxies solely in the interests of, separate account clients, Investment Manager-managed mutual fund shareholders, or, where employee benefit plan assets are involved, in the interests of the plan participants and beneficiaries (collectively, “Advisory Clients”) that have properly delegated such responsibility or will inform Advisory Clients that have not delegated the voting responsibility but that have requested voting advice about Investment Manager’s views on such proxy votes. The Proxy Group also provides these services to other advisory affiliates of Investment Manager.
HOW INVESTMENT MANAGER VOTES PROXIES
Fiduciary Considerations
All proxies received by the Proxy Group will be voted based upon Investment Manager’s instructions and/or policies. To assist it in analyzing proxies, Investment Manager subscribes to Institutional Shareholder Services (“ISS”), an unaffiliated third party corporate governance research service that provides in-depth analyses of shareholder meeting agendas, vote recommendations, record keeping and vote disclosure services. In addition, Investment Manager subscribes to Glass Lewis & Co., LLC (“Glass Lewis”), an unaffiliated third party analytical research firm, to receive analyses and vote recommendations on the shareholder meetings of publicly held U.S. companies. Although ISS’ and/or Glass Lewis’ analyses are thoroughly reviewed and considered in making a final voting decision, Investment Manager does not consider recommendations from ISS, Glass Lewis, or any other third party to be determinative of Investment Manager’s ultimate decision. As a matter of policy, the officers, directors and employees of Investment Manager and the Proxy Group will not be influenced by outside sources whose interests conflict with the interests of Advisory Clients.
Conflicts of Interest
All conflicts of interest will be resolved in the interests of the Advisory Clients. Investment Manager is an affiliate of a large, diverse financial services firm with many affiliates and makes its best efforts to avoid conflicts of interest. However, conflicts of interest can arise in situations where:
  1.   The issuer is a client of Investment Manager or its affiliates;

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APPENDIX B
  2.   The issuer is a vendor whose products or services are material or significant to the business of Investment Manager or its affiliates;
 
  3.   The issuer is an entity participating, or which may participate, in the distribution of investment products advised, administered or sponsored by Investment Manager or its affiliates (e.g., a broker, dealer or bank);
 
  4.   An employee of Investment Manager or its affiliates, or an immediate family member of such employee, also serves as a director or officer of the issuer;
 
  5.   A director or trustee of Franklin Resources, Inc. or of a Franklin Templeton investment product, or an immediate family member of such director or trustee, also serves as an officer or director of the issuer; or
 
  6.   The issuer is Franklin Resources, Inc. or any of its proprietary investment products.
Material conflicts of interest are identified by the Proxy Group based upon analyses of client, broker and vendor lists, information periodically gathered from directors and officers, and information derived from other sources, including public filings.
In situations where a material conflict of interest is identified, the Proxy Group will refer the matter, along with the recommended course of action by the Investment Manager, if any, to a Proxy Review Committee comprised of representatives from the Portfolio Management (which may include portfolio managers and/or research analysts employed by Investment Manager), Fund Administration, Legal and Compliance Departments within Franklin Templeton for evaluation and voting instructions. The Proxy Review Committee may defer to the voting recommendation of ISS, Glass Lewis, or those of another independent third party provider of proxy services or send the proxy directly to the relevant Advisory Clients with a recommendation regarding the vote for approval.
Where the Proxy Review Committee refers a matter to an Advisory Client, it may rely upon the instructions of a representative of the Advisory Client, such as the board of directors or trustees or a committee of the board in the case of a U. S. registered mutual fund, the conducting officer in the case of an open-ended collective investment scheme formed as a Société d’investissement à capital variable (SICAV), the Independent Review Committee for Canadian investment funds, or a plan administrator in the case of an employee benefit plan. The Proxy Review Committee may determine to vote all shares held by Advisory Clients in accordance with the instructions of one or more of the Advisory Clients.
The Proxy Review Committee will independently review proxies that are identified as presenting material conflicts of interest; determine the appropriate action to be taken in such situations; report the results of such votes to Investment Manager’s clients as may be requested; and recommend changes to the Proxy Voting Policies and Procedures as appropriate.
The Proxy Review Committee will also decide whether to vote proxies for securities deemed to present conflicts of interest that are sold following a record date, but before a shareholder meeting date. The Proxy Review Committee may consider various factors in deciding whether to vote such proxies, including Investment Manager’s long-term view of the issuer’s securities for investment, or it may defer the decision to vote to the applicable Advisory Client.
Weight Given Management Recommendations
One of the primary factors Investment Manager considers when determining the desirability of investing in a particular company is the quality and depth of that company’s management.
Accordingly, the recommendation of management on any issue is a factor that Investment Manager considers in determining how proxies should be voted. However, Investment Manager does not consider recommendations from management to be determinative of Investment Manager’s ultimate decision. As a matter of practice, the votes with respect to most issues are cast in accordance with the position of the company’s management. Each issue, however, is considered on its own merits, and Investment Manager will not support the position of a company’s management in any situation where it determines that the ratification of management’s position would adversely affect the investment merits of owning that company’s shares.
THE PROXY GROUP
The Proxy Group is part of the Franklin Templeton Companies, LLC Legal Department and is overseen by legal counsel. Full-time staff members are devoted to proxy voting administration and providing support and assistance where needed. On a daily basis, the Proxy Group will review each proxy upon receipt as well as any agendas,

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materials and recommendations that they receive from ISS, Glass Lewis, or other sources. The Proxy Group maintains a log of all shareholder meetings that are scheduled for companies whose securities are held by Investment Manager’s managed funds and accounts. For each shareholder meeting, a member of the Proxy Group will consult with the research analyst that follows the security and provide the analyst with the meeting notice, agenda, ISS and/or Glass Lewis analyses, recommendations and any other available information. Except in situations identified as presenting material conflicts of interest, Investment Manager’s research analyst and relevant portfolio manager(s) are responsible for making the final voting decision based on their review of the agenda, ISS and/or Glass Lewis analyses, their knowledge of the company and any other information readily available. In the case of a material conflict of interest, the final voting decision will be made by the Proxy Review Committee, as described above. The Proxy Group must obtain voting instructions from Investment Manager’s research analyst, relevant portfolio manager(s), legal counsel and/or the Proxy Review Committee prior to submitting the vote.
GENERAL PROXY VOTING GUIDELINES
Investment Manager has adopted general guidelines for voting proxies as summarized below. In keeping with its fiduciary obligations to its Advisory Clients, Investment Manager reviews all proposals, even those that may be considered to be routine matters. Although these guidelines are to be followed as a general policy, in all cases each proxy and proposal will be considered based on the relevant facts and circumstances. Investment Manager may deviate from the general policies and procedures when it determines that the particular facts and circumstances warrant such deviation to protect the interests of the Advisory Clients. These guidelines cannot provide an exhaustive list of all the issues that may arise nor can Investment Manager anticipate all future situations. Corporate governance issues are diverse and continually evolving and Investment Manager devotes significant time and resources to monitor these changes.
INVESTMENT MANAGER’S PROXY VOTING POLICIES AND PRINCIPLES
Investment Manager’s proxy voting positions have been developed based on years of experience with proxy voting and corporate governance issues. These principles have been reviewed by various members of Investment Manager’s organization, including portfolio management, legal counsel, and Investment Manager’s officers. The Board of Directors of Franklin Templeton’s U.S.-registered mutual funds will approve the proxy voting policies and procedures annually.
The following guidelines reflect what Investment Manager believes to be good corporate governance and behavior:
Board of Directors: The election of directors and an independent board are key to good corporate governance. Directors are expected to be competent individuals and they should be accountable and responsive to shareholders. Investment Manager supports an independent board of directors, and prefers that key committees such as audit, nominating, and compensation committees be comprised of independent directors. Investment Manager will generally vote against management efforts to classify a board and will generally support proposals to declassify the board of directors. Investment Manager will consider withholding votes from directors who have attended less than 75% of meetings without a valid reason. While generally in favor of separating Chairman and CEO positions, Investment Manager will review this issue on a case-by-case basis taking into consideration other factors including the company’s corporate governance guidelines and performance. Investment Manager evaluates proposals to restore or provide for cumulative voting on a case-by-case basis and considers such factors as corporate governance provisions as well as relative performance. The Investment Manager generally will support nonbinding shareholder proposals to require a majority vote standard for the election of directors; however, if these proposals are binding, the Investment Manager will give careful review on a case-by-case basis of the potential ramifications of such implementation.
Ratification of Auditors: In light of several high profile accounting scandals, Investment Manager will closely scrutinize the role and performance of auditors. On a case-by-case basis, Investment Manager will examine proposals relating to non-audit relationships and non-audit fees. Investment Manager will also consider, on a case-by-case basis, proposals to rotate auditors, and will vote against the ratification of auditors when there is clear and compelling evidence of accounting irregularities or negligence attributable to the auditors.
Management & Director Compensation: A company’s equity-based compensation plan should be in alignment with the shareholders’ long-term interests. Investment Manager believes that executive compensation should be directly linked to the performance of the company. Investment Manager evaluates plans on a case-by-case basis

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by considering several factors to determine whether the plan is fair and reasonable. Investment Manager reviews the ISS quantitative model utilized to assess such plans and/or the Glass Lewis evaluation of the plan. Investment Manager will generally oppose plans that have the potential to be excessively dilutive, and will almost always oppose plans that are structured to allow the repricing of underwater options, or plans that have an automatic share replenishment “evergreen” feature. Investment Manager will generally support employee stock option plans in which the purchase price is at least 85% of fair market value, and when potential dilution is 10% or less.
Severance compensation arrangements will be reviewed on a case-by-case basis, although Investment Manager will generally oppose “golden parachutes” that are considered excessive. Investment Manager will normally support proposals that require that a percentage of directors’ compensation be in the form of common stock, as it aligns their interests with those of the shareholders.
Anti-Takeover Mechanisms and Related Issues: Investment Manager generally opposes anti-takeover measures since they tend to reduce shareholder rights. However, as with all proxy issues, Investment Manager conducts an independent review of each anti-takeover proposal. On occasion, Investment Manager may vote with management when the research analyst has concluded that the proposal is not onerous and would not harm Advisory Clients’ interests as stockholders. Investment Manager generally supports proposals that require shareholder rights plans (“poison pills”) to be subject to a shareholder vote. Investment Manager will closely evaluate shareholder rights’ plans on a case-by-case basis to determine whether or not they warrant support. Investment Manager will generally vote against any proposal to issue stock that has unequal or subordinate voting rights. In addition, Investment Manager generally opposes any supermajority voting requirements as well as the payment of “greenmail.” Investment Manager usually supports “fair price” provisions and confidential voting.
Changes to Capital Structure: Investment Manager realizes that a company’s financing decisions have a significant impact on its shareholders, particularly when they involve the issuance of additional shares of common or preferred stock or the assumption of additional debt. Investment Manager will carefully review, on a case-by-case basis, proposals by companies to increase authorized shares and the purpose for the increase. Investment Manager will generally not vote in favor of dual-class capital structures to increase the number of authorized shares where that class of stock would have superior voting rights. Investment Manager will generally vote in favor of the issuance of preferred stock in cases where the company specifies the voting, dividend, conversion and other rights of such stock and the terms of the preferred stock issuance are deemed reasonable. Investment Manager will review proposals seeking preemptive rights on a case-by-case basis.
Mergers and Corporate Restructuring: Mergers and acquisitions will be subject to careful review by the research analyst to determine whether they would be beneficial to shareholders. Investment Manager will analyze various economic and strategic factors in making the final decision on a merger or acquisition. Corporate restructuring proposals are also subject to a thorough examination on a case-by-case basis.
Social and Corporate Policy Issues: As a fiduciary, Investment Manager is primarily concerned about the financial interests of its Advisory Clients. Investment Manager will generally give management discretion with regard to social, environmental and ethical issues although Investment Manager may vote in favor of those issues that are believed to have significant economic benefits or implications.
Global Corporate Governance: Investment Manager manages investments in countries worldwide. Many of the tenets discussed above are applied to Investment Manager’s proxy voting decisions for international investments. However, Investment Manager must be flexible in these worldwide markets and must be mindful of the varied market practices of each region. As experienced money managers, Investment Manager’s analysts are skilled in understanding the complexities of the regions in which they specialize and are trained to analyze proxy issues germane to their regions.
PROXY PROCEDURES
The Proxy Group is fully cognizant of its responsibility to process proxies and maintain proxy records pursuant to applicable rules and regulations, including those of the U.S. Securities and Exchange Commission (“SEC”) and the Canadian Securities Administrators (“CSA”). In addition, Investment Manager understands its fiduciary duty to vote proxies and that proxy voting decisions may affect the value of shareholdings. Therefore, Investment Manager will attempt to process every proxy it receives for all domestic and foreign proxies. However, there may be situations in which Investment Manager cannot vote proxies. For example, if the cost of voting a foreign proxy outweighs the benefit of voting, the Proxy

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Group may refrain from processing that vote. Additionally, the Proxy Group may not be given enough time to process the vote. For example, the Proxy Group, through no fault of their own, may receive a meeting notice from the company too late, or may be unable to obtain a timely translation of the agenda. In addition, if Investment Manager has outstanding sell orders, the proxies for those meetings may not be voted in order to facilitate the sale of those securities. If a security is on loan, Investment Manager may determine that it is not in the best interests of its clients to recall the security for voting purposes. Although Investment Manager may hold shares on a company’s record date, should it sell them prior to the company’s meeting date, Investment Manager ultimately may decide not to vote those shares.
Investment Manager may vote against an agenda item where no further information is provided, particularly in non-U.S. markets. For example, if “Other Business” is listed on the agenda with no further information included in the proxy materials, Investment Manager may vote against the item to send a message to the company that if it had provided additional information, Investment Manager may have voted in favor of that item. Investment Manager may also enter an “abstain” vote on the election of certain directors from time to time based on individual situations, particularly where Investment Manager is not in favor of electing a director and there is no provision for voting against such director.
The following describes the standard procedures that are to be followed with respect to carrying out Investment Manager’s proxy policy:
  1.   The Proxy Group will identify all Advisory Clients, maintain a list of those clients, and indicate those Advisory Clients who have delegated proxy voting authority to the Investment Manager. The Proxy Group will periodically review and update this list.
 
  2.   All relevant information in the proxy materials received (e.g., the record date of the meeting) will be recorded immediately by the Proxy Group in a database to maintain control over such materials. The Proxy Group will confirm each relevant Advisory Client’s holdings of the securities and that the client is eligible to vote.
 
  3.   The Proxy Group will review and compile information on each proxy upon receipt of any agendas, materials, reports, recommendations from ISS and/or Glass Lewis, or other information. The Proxy Group will then forward this information to the appropriate research analyst and/or legal counsel for review and voting instructions.
 
  4.   In determining how to vote, Investment Manager’s analysts and relevant portfolio manager(s) will consider the General Proxy Voting Guidelines set forth above, their in-depth knowledge of the company, any readily available information and research about the company and its agenda items, and the recommendations put forth by ISS, Glass Lewis, or other independent third party providers of proxy services.
 
  5.   The Proxy Group is responsible for maintaining the documentation that supports Investment Manager’s voting position. Such documentation will include, but is not limited to, any information provided by ISS, Glass Lewis, or other proxy service providers, and, especially as to non-routine, materially significant or controversial matters, memoranda describing the position it has taken, why that position is in the best interest of its Advisory Clients (including separate accounts such as ERISA accounts as well as mutual funds), an indication of whether it supported or did not support management and any other relevant information. Additionally, the Proxy Group may include documentation obtained from the research analyst, portfolio manager, legal counsel and/or the Proxy Review Committee.
 
  6.   After the proxy is completed but before it is returned to the issuer and/or its agent, the Proxy Group may review those situations including special or unique documentation to determine that the appropriate documentation has been created, including conflict of interest screening.
 
  7.   The Proxy Group will attempt to submit Investment Manager’s vote on all proxies to ISS for processing at least three days prior to the meeting for U.S. securities and 10 days prior to the meeting for foreign securities. However, in certain foreign jurisdictions it may be impossible to return the proxy 10 days in advance of the meeting. In these situations, the Proxy Group will use its best efforts to send the proxy vote to ISS in sufficient time for the vote to be lodged.
 
  8.   The Proxy Group prepares reports for each client that has requested a record of votes cast. The report specifies the proxy issues that have been voted for the client during the requested period and the position taken with respect to each issue. The Proxy Group sends one copy to the client, retains a copy in the client’s file and forwards a copy to the appropriate portfolio manager. While many Advisory Clients prefer quarterly or annual reports, the Proxy Group will provide reports for any timeframe requested by a client.
 
  9.   If the Proxy Group learns of a vote on a material event that will affect a security on loan, the Group will notify Investment Manager and obtain instructions regarding whether Investment Manager desires the Franklin Templeton Services, LLC Fund Treasury Department to contact the

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      custodian bank in an effort to retrieve the securities. If so requested by Investment Manager, the Proxy Group shall use its best efforts to call such loans or use other practicable and legally enforceable means to ensure that Investment Manager is able to fulfill its fiduciary duty to vote proxies for Advisory Clients with respect to such loaned securities.
  10.   The Proxy Group, in conjunction with Legal Staff responsible for coordinating Fund disclosure, on a timely basis, will file all required Form N-PXs, with respect to investment company clients, disclose that its proxy voting record is available on the web site, and will make available the information disclosed in its Form N-PX as soon as is reasonable practicable after filing Form N-PX with the SEC.
 
  11.   The Proxy Group, in conjunction with Legal Staff responsible for coordinating Fund disclosure, will ensure that all required disclosure about proxy voting of the investment company clients is made in such clients’ financial statements and disclosure documents.
 
  12.   The Proxy Group will review the guidelines of ISS and Glass Lewis, with special emphasis on the factors they use with respect to proxy voting recommendations.
 
  13.   The Proxy Group will familiarize itself with the procedures of ISS that govern the transmission of proxy voting information from the Proxy Group to ISS and periodically review how well this process is functioning.
 
  14.   The Proxy Group will investigate, or cause others to investigate, any and all instances where these Procedures have been violated or there is evidence that they are not being followed. Based upon the findings of these investigations, the Proxy Group, if practicable will recommend amendments to these Procedures to minimize the likelihood of the reoccurrence of non-compliance.
 
  15.   At least annually, the Proxy Group will verify that:
    All annual proxies for the securities held by Advisory Clients have been received;
 
    Each proxy or a sample of proxies received has been voted in a manner consistent with these Procedures and the Proxy Voting Guidelines;
 
    Each proxy or sample of proxies received has been voted in accordance with the instructions of the Investment Manager;
 
    Adequate disclosure has been made to clients and fund shareholders about the procedures and how proxies were voted; and timely filings were made with applicable regulators related to proxy voting.
The Proxy Group is responsible for maintaining appropriate proxy voting records. Such records will include, but are not limited to, a copy of all materials returned to the issuer and/or its agent, the documentation described above, listings of proxies voted by issuer and by client, and any other relevant information. The Proxy Group may use an outside service such as ISS to support this function. All records will be retained for at least five years, the first two of which will be on-site. Advisory Clients may request copies of their proxy voting records by calling the Proxy Group collect at 1-954-527-7678, or by sending a written request to: Franklin Templeton Companies, LLC, 500 East Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33394, Attention: Proxy Group. Advisory Clients may review Investment Manager’s proxy voting policies and procedures on-line at www.franklintempleton.com and may request additional copies by calling the number above. For Canadian mutual fund products, an annual proxy voting record for the period ending June 30 of each year will be posted to www.franklintempleton.ca no later than August 31 of each year. The Proxy Group will periodically review web site posting and update the posting when necessary. In addition, the Proxy Group is responsible for ensuring that the proxy voting policies, procedures and records of the Investment Manager are available as required by law and is responsible for overseeing the filing of such policies, procedures and mutual fund voting records with the SEC, the CSA and other applicable regulators.

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APPENDIX C
PROXY VOTING POLICIES – INDEX PORTFOLIOS
Quantitative Master Series Trust (“Index Trust”)
The Index Trust’s Board of Trustees has delegated to the Index Trust investment adviser authority to vote all proxies relating to the Index Trust’s portfolio securities. The Index Trust investment adviser has adopted policies and procedures (“Proxy Voting Procedures”) with respect to the voting of proxies related to the portfolio securities held in the account of one or more of its clients, including the Index Trust’s portfolios. Pursuant to these Proxy Voting Procedures, the Index Trust investment adviser’s primary objective when voting proxies is to make proxy voting decisions solely in the best interests of each Index Trust portfolio and its shareholders, and to act in a manner that the Index Trust investment adviser believes is most likely to enhance the economic value of the securities held by the Index Trust portfolio. The Proxy Voting Procedures are designed to ensure that the Index Trust investment adviser considers the interests of its clients, including the Index Trust portfolios, and not the interests of Index Trust investment adviser, when voting proxies and that real (or perceived) material conflicts that may arise between the Index Trust investment adviser’s interest and those of the Index Trust investment adviser’s clients are properly addressed and resolved.
In order to implement the Proxy Voting Procedures, the Index Trust investment adviser has formed a Proxy Voting Committee (the “Committee”). The Committee, a subcommittee of the BlackRock’s Equity Investment Policy Oversight Committee (“EIPOC”), is comprised of of a senior member of the BlackRock’s equity management group who is also a member of EIPOC, one or more other senior investment professionals appointed by EIPOC, portfolio managers and investment analysts appointed by EIPOC and any other personnel EIPOC deems appropriate The Committee will also include two non-voting representatives from the Index Trust investment adviser’s Legal department appointed by the Index Trust investment adviser’s General Counsel. The Committee’s membership shall be limited to full-time employees of the Index Trust investment adviser. No person with any investment banking, trading, retail brokerage or research responsibilities for the Index Trust investment adviser’s affiliates may serve as a member of the Committee or participate in its decision making (except to the extent such person is asked by the Committee to present information to the Committee, on the same basis as other interested knowledgeable parties not affiliated with the Index Trust investment adviser might be asked to do so). The Committee determines how to vote the proxies of all clients, including an Index Trust portfolio, that has delegated proxy voting authority to the Index Trust investment adviser and seeks to ensure that all votes are consistent with the best interests of those clients and are free from unwarranted and inappropriate influences. The Committee establishes general proxy voting policies for the Index Trust investment adviser and is responsible for determining how those policies are applied to specific proxy votes, in light of each issuer’s unique structure, management, strategic options and, in certain circumstances, probable economic and other anticipated consequences of alternate actions. In so doing, the Committee may determine to vote a particular proxy in a manner contrary to its generally stated policies. In addition, the Committee will be responsible for ensuring that all reporting and recordkeeping requirements related to proxy voting are fulfilled.
The Committee may determine that the subject matter of a recurring proxy issue is not suitable for general voting policies and requires a case-by-case determination. In such cases, the Committee may elect not to adopt a specific voting policy applicable to that issue. The Index Trust investment adviser believes that certain proxy voting issues require investment analysis – such as approval of mergers and other significant corporate transactions – akin to investment decisions, and are, therefore, not suitable for general guidelines. The Committee may elect to adopt a common position for the Index Trust investment adviser on certain proxy votes that are akin to investment decisions, or determine to permit the portfolio manager to make individual decisions on how best to maximize economic value for the Index Trust portfolio (similar to normal buy/sell investment decisions made by such portfolio managers). While it is expected that the Index Trust investment adviser will generally seek to vote proxies over which the Index Trust investment adviser exercises voting authority in a uniform manner for all the Index Trust investment adviser’s clients, the Committee, in conjunction with an Index Trust portfolio’s portfolio manager, may determine that the Index Trust portfolio’s specific circumstances require that its proxies be voted differently.
To assist the portfolio investment adviser in voting proxies, the Committee has retained Institutional Shareholder Services (“ISS”). ISS is an independent adviser that specializes in providing a variety of fiduciary-level proxy-related services to institutional investment managers, plan sponsors, custodians, consultants, and other institutional investors. The services provided to the portfolio investment adviser by ISS include in-depth research, voting recommendations (although the Index Trust investment adviser is not obligated to follow such

 


 

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recommendations), vote execution, and recordkeeping. ISS will also assist the Index Trust portfolio in fulfilling its reporting and recordkeeping obligations under the Investment Company Act.
The Index Trust investment adviser’s Proxy Voting Procedures also address special circumstances that can arise in connection with proxy voting. For instance, under the Proxy Voting Procedures, the Index Trust investment adviser generally will not seek to vote proxies related to portfolio securities that are on loan, although it may do so under certain circumstances. In addition, the Index Trust investment adviser will vote proxies related to securities of foreign issuers only on a best efforts basis and may elect not to vote at all in certain countries where the Committee determines that the costs associated with voting generally outweigh the benefits. The Committee may at any time override these general policies if it determines that such action is in the best interests of an Index Trust portfolio.
From time to time, the Index Trust investment adviser may be required to vote proxies in respect of an issuer where an affiliate of the Index Trust investment adviser (each, an “Affiliate”), or a money management or other client of the Index Trust investment adviser (each, a “Client”) is involved. The Proxy Voting Procedures and the Index Trust investment adviser’s adherence to those procedures are designed to address such conflicts of interest. The Committee intends to strictly adhere to the Proxy Voting Procedures in all proxy matters, including matters involving Affiliates and Clients. If, however, an issue representing a non-routine matter that is material to an Affiliate or a widely known Client is involved such that the Committee does not reasonably believe it is able to follow its guidelines (or if the particular proxy matter is not addressed by the guidelines) and vote impartially, the Committee may, in its discretion for the purposes of ensuring that an independent determination is reached, retain an independent fiduciary to advise the Committee on how to vote or to cast votes on behalf of the Index Trust investment adviser’s clients.
In the event that the Committee determines not to retain an independent fiduciary, or it does not follow the advice of such an independent fiduciary, the powers of the Committee shall pass to a subcommittee, appointed by EIPOC (with advice from the Secretary of the Committee), consisting solely of Committee members selected by EIPOC. EIPOC shall appoint to the subcommittee, where appropriate, only persons whose job responsibilities do not include contact with the Client and whose job evaluations would not be affected by the Index Trust investment adviser’s relationship with the Client (or failure to retain such relationship). The subcommittee shall determine whether and how to vote all proxies on behalf of the Index Trust investment adviser’s clients or, if the proxy matter is, in their judgment, akin to an investment decision, to defer to the applicable portfolio managers, provided that, if the subcommittee determines to alter the Index Trust investment adviser’s normal voting guidelines or, on matters where the Index Trust investment adviser’s policy is case-by-case, does not follow the voting recommendation of any proxy voting service or other independent fiduciary that may be retained to provide research or advice to the Index Trust investment adviser on that matter, no proxies relating to the Client may be voted unless the Secretary, or in the Secretary’s absence, the Assistant Secretary of the Committee concurs that the subcommittee’s determination is consistent with the Index Trust investment adviser’s fiduciary duties
In addition to the general principles outlined above, the Index Trust investment adviser has adopted voting guidelines with respect to certain recurring proxy issues that are not expected to involve unusual circumstances. These policies are guidelines only, and the Index Trust investment adviser may elect to vote differently from the recommendation set forth in a voting guideline if the Committee determines that it is in an Index Trust portfolio’s best interest to do so. In addition, the guidelines may be reviewed at any time upon the request of a Committee member and may be amended or deleted upon the vote of a majority of Committee members present at a Committee meeting at which there is a quorum.
The Index Trust investment adviser has adopted specific voting guidelines with respect to the following proxy issues:
  Proposals related to the composition of the Board of Directors of issuers other than investment companies. As a general matter, the Committee believes that a company’s Board of Directors (rather than shareholders) is most likely to have access to important, nonpublic information regarding a company’s business and prospects, and is therefore best-positioned to set corporate policy and oversee management. The Committee, therefore, believes that the foundation of good corporate governance is the election of qualified, independent corporate directors who are likely to diligently represent the interests of shareholders and oversee management of the corporation in a manner that will seek to maximize shareholder value over time. In individual cases, the Committee may look at a nominee’s history of representing shareholder interests as a director of other companies or other factors, to the extent the Committee deems relevant.

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  Proposals related to the selection of an issuer’s independent auditors. As a general matter, the Committee believes that corporate auditors have a responsibility to represent the interests of shareholders and provide an independent view on the propriety of financial reporting decisions of corporate management. While the Committee will generally defer to a corporation’s choice of auditor, in individual cases, the Committee may look at an auditors’ history of representing shareholder interests as auditor of other companies, to the extent the Committee deems relevant.
 
  Proposals related to management compensation and employee benefits. As a general matter, the Committee favors disclosure of an issuer’s compensation and benefit policies and opposes excessive compensation, but believes that compensation matters are normally best determined by an issuer’s board of directors, rather than shareholders. Proposals to “micro-manage” an issuer’s compensation practices or to set arbitrary restrictions on compensation or benefits will, therefore, generally not be supported.
 
  Proposals related to requests, principally from management, for approval of amendments that would alter an issuer’s capital structure. As a general matter, the Committee will support requests that enhance the rights of common shareholders and oppose requests that appear to be unreasonably dilutive.
 
  Proposals related to requests for approval of amendments to an issuer’s charter or by-laws. As a general matter, the Committee opposes poison pill provisions.
 
  Routine proposals related to requests regarding the formalities of corporate meetings.
 
  Proposals related to proxy issues associated solely with holdings of investment company shares. As with other types of companies, the Committee believes that a fund’s Board of Directors (rather than its shareholders) is best-positioned to set fund policy and oversee management. However, the Committee opposes granting Boards of Directors authority over certain matters, such as changes to a fund’s investment objective, that the Investment Company Act envisions will be approved directly by shareholders.
 
  Proposals related to limiting corporate conduct in some manner that relates to the shareholder’s environmental or social concerns. The Committee generally believes that annual shareholder meetings are inappropriate forums for discussion of larger social issues, and opposes shareholder resolutions “micromanaging” corporate conduct or requesting release of information that would not help a shareholder evaluate an investment in the corporation as an economic matter. While the Committee is generally supportive of proposals to require corporate disclosure of matters that seem relevant and material to the economic interests of shareholders, the Committee is generally not supportive of proposals to require disclosure of corporate matters for other purposes.
Information about how the Index Trust voted proxies relating to securities held in the Index Trust’s portfolio during the most recent 12-month period ended June 30 is available without charge (1) at www.mutualfunds.ml.com and (2) on the Commission’s web site at http://www.sec.gov.
State Street Master Funds
State Street Institutional Investment Trust
Proxy Voting Policy and Procedures
Introduction
SSgA Funds Management, Inc. (“FM”) seeks to vote proxies in the best interests of its clients. In the ordinary course, this entails voting proxies in a way which FM believes will maximize the monetary value of each portfolio’s holdings. FM takes the view that this will benefit our direct clients (e.g. investment funds) and, indirectly, the ultimate owners and beneficiaries of those clients (e.g. fund shareholders).
Oversight of the proxy voting process is the responsibility of the State Street Global Advisors (SSgA) Investment Committee. The SSgA Investment Committee reviews and approves amendments to the FM Proxy Voting Policy and delegates authority to vote in accordance with this policy to Proxy Voting Services. FM retains the final authority and responsibility for voting. In addition to voting proxies, FM:

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  1)   describes its proxy voting procedures to its clients in Part II of its Form ADV;
 
  2)   provides the client with this written proxy policy, upon request;
 
  3)   discloses to its clients how they may obtain information on how FM voted the client’s proxies;
 
  4)   matches proxies received with holdings as of record date;
 
  5)   reconciles holdings as of record date and rectifies any discrepancies;
 
  6)   generally applies its proxy voting policy consistently and keeps records of votes for each client;
 
  7)   documents the reason(s) for voting for all non-routine items; and
 
  8)   keeps records of such proxy voting available for inspection by the client or governmental agencies.
Process
The SSgA FM Manager of Corporate Governance is responsible for monitoring proxy voting. As stated above, oversight of the proxy voting process is the responsibility of the SSgA Investment Committee, which retains oversight responsibility for all investment activities of all State Street Corporation investment firms.
In order to facilitate our proxy voting process, FM retains a firm with expertise in the proxy voting and corporate governance fields to assist in the due diligence process. The Manager of Corporate Governance is responsible, working with this firm, for ensuring that proxies are submitted in a timely manner.
All proxies received on behalf of FM clients are forwarded to our proxy voting firm. If (i) the request falls within one of the guidelines listed below, and (ii) there are no special circumstances relating to that company or proxy which come to our attention (as discussed below), the proxy is voted according to our guidelines.
However, from time to time, proxy votes will be solicited which (i) involve special circumstances and require additional research and discussion or (ii) are not directly addressed by our policies. These proxies are identified through a number of methods, including but not limited to notification from our third party proxy voting specialist, concerns of clients, review by internal proxy specialists, and questions from consultants.
In instances of special circumstances or issues not directly addressed by our policies, the Chairman of the Investment Committee is consulted for a determination of the proxy vote. The first determination is whether there is a material conflict of interest between the interests of our client and those of FM. If the Manager of Corporate Governance and the Chairman of the Investment Committee determine that there is a material conflict, the process detailed below under “Potential Conflicts” is followed. If there is no material conflict, we examine each of the issuer’s proposals in detail in seeking to determine what vote would be in the best interests of our clients. At this point, the Chairman of the Investment Committee makes a voting decision based on maximizing the monetary value of each portfolios’ holdings. However, the Chairman of the Investment Committee may determine that a proxy involves the consideration of particularly significant issues and present the proxy to the entire Investment Committee for a decision on voting the proxy.
FM also endeavors to show sensitivity to local market practices when voting proxies of non-U.S. issuers. SSgA votes in all markets where it is feasible to do so. Note that certain custodians utilized by our clients do not offer proxy voting in every foreign jurisdiction. In such a case, FM will be unable to vote such a proxy.
Voting
For most issues and in most circumstances, we abide by the following general guidelines. However, as discussed above, in certain circumstances, we may determine that it would be in the best interests of our clients to deviate from these guidelines.
Management Proposals
I.   Generally, SSgA votes in support of management on the following ballot items, which are fairly common management sponsored initiatives.
    Elections of directors who do not appear to have been remiss in the performance of their oversight responsibilities and who do not simultaneously serve on an unreasonable (as determined by SSgA based on the particular facts and circumstances) number of other boards(other than those affiliated with the issuers)
 
    Approval of auditors
 
    Directors’ and auditors’ compensation
 
    Directors’ liability and indemnification
 
    Discharge of board members and auditors
 
    Financial statements and allocation of income
 
    Dividend payouts that are greater than or equal to country and industry standards
 
    Authorization of share repurchase programs
 
    General updating of or corrective amendments to charter

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APPENDIX C
    Change in Corporation Name
 
    Elimination of cumulative voting
II.   Generally, SSgA votes in support of management on the following items, which have potentially substantial financial or best-interest impact:
    Capitalization changes which eliminate other classes of stock and voting rights
 
    Changes in capitalization authorization for stock splits, stock dividends, and other specified needs which are no more than 50% of the existing authorization for U.S. companies and no more than 100% of existing authorization for non-U.S. companies
 
    Elimination of pre-emptive rights for share issuance of less than a given percentage (country specific — ranging from 5% to 20%) of the outstanding shares
 
    Elimination of “poison pill” rights
 
    Stock purchase plans with an exercise price of not less that 85% of fair market value
 
    Stock option plans which are incentive based and not excessive
 
    Other stock-based plans which are appropriately structured
 
    Reductions in super-majority vote requirements
 
    Adoption of anti-“greenmail” provisions
III.   Generally, SSgA votes against management on the following items, which have potentially substantial financial or best interest impact:
    Capitalization changes that add “blank check” classes of stock or classes that dilute the voting interests of existing shareholders
 
    Changes in capitalization authorization where management does not offer an appropriate rationale or which are contrary to the best interest of existing shareholders
 
    Anti-takeover and related provisions that serve to prevent the majority of shareholders from exercising their rights or effectively deter appropriate tender offers and other offers
 
    Amendments to bylaws which would require super-majority shareholder votes to pass or repeal
      certain provisions
 
    Elimination of Shareholders’ Right to Call Special Meetings
 
    Establishment of classified boards of directors
 
    Reincorporation in a state which has more stringent anti-takeover and related provisions
 
    Shareholder rights plans that allow the board of directors to block appropriate offers to shareholders or which trigger provisions preventing legitimate offers from proceeding
 
    Excessive compensation
 
    Change-in-control provisions in non-salary compensation plans, employment contracts, and severance agreements which benefit management and would be costly to shareholders if triggered
 
    Adjournment of Meeting to Solicit Additional Votes
 
    “Other business as properly comes before the meeting” proposals which extend °blank check” powers to those acting as proxy
 
    Proposals requesting re-election of insiders or affiliated directors who serve on audit, compensation, and nominating committees.
IV.   SSgA evaluates Mergers and Acquisitions on a case-by-case basis. Consistent with our proxy policy, we support management in seeking to achieve their objectives for shareholders. However, in all cases, SSgA uses its discretion in order to maximize shareholder value. SSgA generally votes as follows:
    Against offers with potentially damaging consequences for minority shareholders because of illiquid stock, especially in some non-US markets
 
    For offers that concur with index calculators treatment and our ability to meet our clients return objectives for passive funds
 
    Against offers when there are prospects for an enhanced bid or other bidders
 
    For proposals to restructure or liquidate closed end investment funds in which the secondary market price is substantially lower than the net asset value
Shareholder Proposals
Traditionally, shareholder proposals have been used to encourage management and other shareholders to address socio-political issues. SSgA believes that it is inappropriate to use client assets to attempt to affect such issues. Thus, we examine shareholder proposals primarily to determine their economic impact on shareholders.
I.   Generally, SSgA votes in support of shareholders on the following ballot items, which are fairly common shareholder-sponsored initiatives:
    Requirements that auditors attend the annual meeting of shareholders

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APPENDIX C
    The establishment of annual elections of the board of directors unless the board is composed by a majority of independent directors, the board’s key committees (auditing, nominating and compensation) are composed of independent directors, and there are no other material governance issues or performance issues
 
    Mandates requiring a majority of independent directors on the Board of Directors and the audit, nominating, and compensation committees
 
    Mandates that amendments to bylaws or charters have shareholder approval
 
    Mandates that shareholder-rights plans be put to a vote or repealed
 
    Establishment of confidential voting
 
    Expansions to reporting of financial or compensation-related information, within reason
 
    Repeals of various anti-takeover related provisions
 
    Reduction or elimination of super-majority vote requirements
 
    Repeals or prohibitions of “greenmail” provisions
 
    ‘Opting-out” of business combination provisions
 
    Proposals requiring the disclosure of executive retirement benefits if the issuer does not have an independent compensation committee
 
    Disclosure of Auditor and Consulting relationships when the same or related entities are conducting both activities
 
    Establishment of selection committee responsible for the final approval of significant management consultant contract awards where existing firms are already acting in an auditing function
 
    Mandates that Audit, Compensation and Nominating Committee members should all be independent directors
 
    Mandates giving the Audit Committee the sole responsibility for the selection and dismissal of the auditing firm and any subsequent result of audits are reported to the audit committee
II.   SSgA votes against shareholders on the following initiatives, which are fairly common shareholder-sponsored initiatives:
    Limits to tenure of directors
 
    Requirements that candidates for directorships own large amounts of stock before being eligible to be elected
 
    Restoration of cumulative voting in the election of directors
 
    Requirements that the company provide costly, duplicative, or redundant reports; or reports of a non-business nature
 
    Restrictions related to social, political, or special interest issues which affect the ability of the company to do business or be competitive and which have significant financial or best-interest impact
 
    Proposals which require inappropriate endorsements or corporate actions
 
    Requiring the company to expense stock options unless already mandated by FASB (or similar body) under regulations that supply a common valuation model
 
    Proposal asking companies to adopt full tenure holding periods for their executives
 
    Proposals requiring the disclosure of executive retirement benefits if the issuer has an independent compensation committee
Shareholder Activism
We at FM agree entirely with the United States Department of Labor’s position that “where proxy voting decisions may have an effect on the economic value of the plan’s underlying investment, plan fiduciaries should make proxy voting decisions with a view to enhancing the value of the shares of stock” (IB 94-2). Our proxy voting policy and procedures are designed to ensure that our clients receive the best possible returns on their investments. We meet directly with corporation representatives and participate in conference calls and third-party inquiries in order to ensure our processes are as fully informed as possible.
Through our membership in the Council of Institutional Investors as well as our contact with corporate pension plans, public funds, and unions, we are also able to communicate extensively with other shareholders regarding events and issues relevant to individual corporations, general industry, and current shareholder concerns.
In addition, FM monitors “target” lists of underperforming companies prepared by various shareholder groups, including: California Public Employee Retirement System, The City of New York - Office of the Comptroller, International Brotherhood of Teamsters, and Council of Institutional Investors. Companies, so identified, receive an individual, systematic review by the Corporate Governance Subcommittee of SSgA’s Investment Committee.
As an active shareholder, FM’s role is to ensure that corporate policies serve the best interests of the corporation’s investor-owners. Though we do not seek involvement in the day-to-day operations of an organization, we recognize the

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APPENDIX C
need for conscientious oversight of and input into management decisions that may affect a company’s value. To that end, our monitoring of corporate management and industry events is substantially more detailed than that of the typical voter. We have demonstrated our willingness to vote against management-sponsored initiatives and to support shareholder proposals when appropriate. To date we have not filed proposals or initiated letter-writing or other campaigns, but have used our active participation in the corporate governance process—especially the proxy voting process—as the most effective means by which to communicate our and our clients’ legitimate shareholder concerns. Should an issue arise in conjunction with a specific corporation that cannot be satisfactorily resolved through these means, we shall consider other approaches.
Through the consistent, conscientious execution of our responsibilities as both fiduciary and shareholder, FM is able to promote the best interests of its fellow shareholders and its clients. The SSgA Funds Management, Inc. Proxy Voting Policy provides for this active, informed participation in the management of those corporations in which we hold shares.
Potential Conflicts
As discussed above under Process, from time to time, FM will review a proxy which presents a potential material conflict. For example, FM or its affiliates may provide services to a company whose management is soliciting proxies, or to another entity which is a proponent of a particular proxy proposal. Another example could arise when FM has business or other relationships with participants involved in proxy contests, such as a candidate for a corporate directorship.
As a fiduciary to its clients, FM takes these potential conflicts very seriously. While FM’s only goal in addressing any such potential conflict is to ensure that proxy votes are cast in the clients’ best interests and are not affected by FM’s potential conflict, there are a number of courses FM may take. The final decision as to which course to follow shall be made by the Investment Committee.
When the matter falls clearly within one of the proposals enumerated above, casting a vote which simply follows FM’s pre-determined policy would eliminate FM’s discretion on the particular issue and hence avoid the conflict.
In other cases, where the matter presents a potential material conflict and is not clearly within one of the enumerated proposals, or is of such a nature that FM believes more active involvement is necessary, the Chairman of the Investment Committee shall present the proxy to the Investment Committee, who will follow one of two courses of action. First, FM may employ the services of a third party, wholly independent of FM, its affiliates and those parties involved in the proxy issue, to determine the appropriate vote.
Second, in certain situations the Investment Committee may determine that the employment of a third party is unfeasible, impractical or unnecessary. In such situations, the Investment Committee shall make a decision as to the voting of the proxy. The basis for the voting decision, including the basis for the determination that the decision is in the best interests of FM’s clients, shall be formalized in writing as a part of the minutes to the Investment Committee. As stated above, which action is appropriate in any given scenario would be the decision of the Investment Committee in carrying out its duty to ensure that the proxies are voted in the clients’, and not FM’s, best interests.
Recordkeeping
In accordance with applicable law, FM shall retain the following documents for not less than five years from the end of the year in which the proxies were voted, the first two years in FM’s office:
  1)   FM’s Proxy Voting Policy and any additional procedures created pursuant to such Policy;
 
  2)   a copy of each proxy statement FM receives regarding securities held by its clients (note: this requirement may be satisfied by a third party who has agreed in writing to do so or by obtaining a copy of the proxy statement from the EDGAR database);
 
  3)   a record of each vote cast by FM (note: this requirement may be satisfied by a third party who has agreed in writing to do so);
 
  4)   a copy of any document created by FM that was material in making its voting decision or that memorializes the basis for such decision; and
 
  5)   a copy of each written request from a client, and response to the client, for information on how FM voted the client’s proxies.
Disclosure of Client Voting Information
Any client who wishes to receive information on how its proxies were voted should contact its FM client service officer.

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STATEMENT OF ADDITIONAL INFORMATION
March 1, 2007
     
AMERICAN BEACON FUNDS SM   AMERICAN BEACON MILEAGE FUNDS SM
(formerly known as American AAdvantage Funds)   (formerly known as American AAdvantage Mileage Funds)
     
Cash Management Class   Mileage Class Ò
     
Money Market Fund   Money Market Mileage Fund
U.S. Government Money Market Fund   Municipal Money Market Mileage Fund
    U.S. Government Money Market Mileage Fund
     
Platinum Class SM   Platinum Class SM
     
Money Market Fund   Money Market Mileage Fund
Municipal Money Market Fund   Municipal Money Market Mileage Fund
U.S. Government Money Market Fund   U.S. Government Money Market Mileage Fund
(each individually, a “Fund” and collectively, the “Funds”)
     This Statement of Additional Information (“SAI”) should be read in conjunction with a Cash Management Class, a Platinum Class or a Mileage Class prospectus dated March 1, 2007 (individually, a “Prospectus”), copies of which may be obtained without charge by calling (800) 388-3344 for a Cash Management or a Mileage Class Prospectus or (800) 967-9009 for a Platinum Class Prospectus or by visiting www.americanbeaconfunds.com. This SAI is not a prospectus and is authorized for distribution to prospective investors only if preceded or accompanied by a current Prospectus.
     The American Beacon Money Market Funds’ and the American Beacon Money Market Mileage Funds’ Annual Reports to Shareholders for the fiscal year ended December 31, 2006 and the financial statements and accompanying notes appearing therein are incorporated by reference in this SAI. To request an Annual Report, free of charge, please call (800) 388-3344.
TABLE OF CONTENTS
ORGANIZATION AND HISTORY OF THE FUNDS
     Each Fund is a separate investment portfolio of either the American Beacon Funds (the “Beacon Trust”) or the American Beacon Mileage Funds (the “Mileage Trust”). The Beacon Trust and the Mileage Trust (collectively the “Trusts”) are no-load, open-end, diversified management investment companies. The Trusts were organized as

 


 

Massachusetts business trusts on January 16, 1987 and February 22, 1995, respectively. Each Fund constitutes a separate investment portfolio with a distinct purpose and strategy. Each Fund consists of multiple classes of shares designed to meet the needs of different groups of investors. This SAI relates only to the Cash Management and Platinum Classes of the Beacon Trust and the Mileage and Platinum Classes of the Mileage Trust.
     Each Fund invests all of its investable assets in a corresponding portfolio with a similar name and an identical investment objective. Each Fund seeks its investment objective by investing all of its investable assets in a corresponding portfolio (individually, a “Portfolio” and, collectively, the “Portfolios”) of the American Beacon Master Trust (the “Master Trust”), a separate investment company managed by American Beacon Advisors, Inc. (the “Manager”).
     Effective March 1, 2005, the names of the Funds, the Beacon Trust, the Mileage Trust, the Master Trust, and the Manager changed. The former and current names of each are listed below.
     
Name Prior to March 1, 2005   Name as of March 1, 2005
American AAdvantage Money Market Fund
  American Beacon Money Market Fund
American AAdvantage Municipal Money Market Fund
  American Beacon Municipal Money Market Fund
American AAdvantage U.S. Government Money Market Fund
  American Beacon U.S. Government Money Market Fund
American AAdvantage Money Market Mileage Fund
  American Beacon Money Market Mileage Fund
American AAdvantage Municipal Money Market Mileage Fund
  American Beacon Municipal Money Market Mileage Fund
American AAdvantage U.S. Government Money Market Mileage Fund
  American Beacon U.S. Government Money Market Mileage Fund
American AAdvantage Funds
  American Beacon Funds
American AAdvantage Mileage Funds
  American Beacon Mileage Funds
AMR Investment Services Trust
  American Beacon Master Trust
AMR Investment Services, Inc.
  American Beacon Advisors, Inc.
NON-PRINCIPAL INVESTMENT STRATEGIES AND RISKS
Each Fund may:
1. Engage in dollar rolls or purchase or sell securities on a when-issued or forward commitment basis. The purchase or sale of when-issued securities enables an investor to hedge against anticipated changes in interest rates and prices by locking in an attractive price or yield. The price of when-issued securities is fixed at the time the commitment to purchase or sell is made, but delivery and payment for the when-issued securities takes place at a later date, normally one to two months after the date of purchase. During the period between purchase and settlement, no payment is made by the purchaser to the issuer and no interest accrues to the purchaser. Such transactions therefore involve a risk of loss if the value of the security to be purchased declines prior to the settlement date or if the value of the security to be sold increases prior to the settlement date. A sale of a when-issued security also involves the risk that the other party will be unable to settle the transaction. Dollar rolls are a type of forward commitment transaction. Purchases and sales of securities on a forward commitment basis involve a commitment to purchase or sell securities with payment and delivery to take place at some future date, normally one to two months after the date of the transaction. As with when-issued securities, these transactions involve certain risks, but they also enable an investor to hedge against anticipated changes in interest rates and prices. Forward commitment transactions are executed for existing obligations, whereas in a when-issued transaction, the obligations have not yet been issued. When purchasing securities on a when-issued or forward commitment basis, a segregated account of liquid assets at least equal to the value of purchase commitments for such securities will be maintained until the settlement date.
2. Invest in other investment companies (including affiliated investment companies) to the extent permitted by the Investment Company Act of 1940, as amended (“1940 Act”), or exemptive relief granted by the Securities and Exchange Commission (“SEC”).
3. Loan securities to broker-dealers or other institutional investors. Securities loans will not be made if, as a result, the aggregate amount of all outstanding securities loans by a Fund exceeds 33 1/3 % of its total assets (including the market value of collateral received). For purposes of complying with a Fund’s investment policies and restrictions, collateral received in connection with securities loans is deemed an asset of the Fund to the extent required by law. The Manager receives compensation for administrative and oversight functions with respect to securities lending. The amount of such compensation depends on the income generated by the loan of the securities. A Fund continues to receive dividends or interest, as applicable, on the securities loaned and simultaneously earns either interest on the investment of the cash

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collateral or fee income if the loan is otherwise collateralized. The Funds do not currently engage in securities lending nor does the Manager anticipate that they will do so in the near future.
4. Enter into repurchase agreements. A repurchase agreement is an agreement under which securities are acquired by a Fund from a securities dealer or bank subject to resale at an agreed upon price on a later date. The acquiring Fund bears a risk of loss in the event that the other party to a repurchase agreement defaults on its obligations and the Fund is delayed or prevented from exercising its rights to dispose of the collateral securities. However, the Manager attempts to minimize this risk by entering into repurchase agreements only with financial institutions that are deemed to be of good financial standing.
5. Purchase securities in private placement offerings made in reliance on the “private placement” exemption from registration afforded by Section 4(2) of the Securities Act of 1933 (“1933 Act”), and resold to qualified institutional buyers under Rule 144A under the 1933 Act (“Section 4(2) securities”). The Funds will not invest more than 10% of their respective net assets in Section 4(2) securities and illiquid securities unless the Manager determines, by continuous reference to the appropriate trading markets and pursuant to guidelines approved by the Master Trust Board of Trustees (“Master Trust Board”), that any Section 4(2) securities held by such Fund in excess of this level are at all times liquid.
INVESTMENT RESTRICTIONS
     Each Fund has the following fundamental investment policy that enables it to invest in its corresponding Portfolio of the Master Trust:
Notwithstanding any other limitation, the Fund may invest all of its investable assets in an open-end management investment company with substantially the same investment objectives, policies and limitations as the Fund. For this purpose, “all of the Fund’s investable assets” means that the only investment securities that will be held by the Fund will be the Fund’s interest in the investment company.
     All other fundamental and non-fundamental investment policies of each Fund and its corresponding Portfolio are identical. Therefore, although the following discusses the investment policies of each Portfolio and the Master Trust Board, it applies equally to each Fund and the Beacon Trust’s Board of Trustees (“Beacon Board”) and the Mileage Trust’s Board of Trustees (“Mileage Board”), as applicable.
     In addition to the investment limitations noted in the Prospectus, the following nine restrictions have been adopted by each Portfolio and may be changed with respect to any Portfolio only by the majority vote of that Portfolio’s outstanding interests. “Majority of the outstanding voting securities” under the 1940 Act, and as used herein means, with respect to the Portfolio, the lesser of (a) 67% of the interests of the Portfolio present at the meeting if the holders of more than 50% of the interests are present and represented at the interest holders’ meeting or (b) more than 50% of the interests of the Portfolio. Whenever a Fund is requested to vote on a change in the investment restrictions of its corresponding Portfolio, that Fund will hold a meeting of its shareholders and will cast its votes as instructed by its shareholders. The percentage of a Fund’s votes representing that Fund’s shareholders not voting will be voted by the Beacon Board and the Mileage Board in the same proportion as those Fund shareholders who do, in fact, vote.
No Portfolio of the Master Trust may:
1. Purchase or sell real estate or real estate limited partnership interests, provided, however, that a Portfolio may invest in securities secured by real estate or interests therein or issued by companies which invest in real estate or interests therein when consistent with the other policies and limitations described in the Prospectus.
2. Invest in physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent a Portfolio from purchasing or selling foreign currency, options, futures contracts, options on futures contracts, forward contracts, swaps, caps, floors, collars, securities on a forward-commitment or delayed-delivery basis, and other similar financial instruments).
3. Engage in the business of underwriting securities issued by others except to the extent that, in connection with the disposition of securities, a Portfolio may be deemed an underwriter under federal securities law.

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4. Lend any security or make any other loan except (i) as otherwise permitted under the 1940 Act, (ii) pursuant to a rule, order or interpretation issued by the SEC or its staff, (iii) through the purchase of a portion of an issue of debt securities in accordance with a Portfolio’s investment objective, policies and limitations, or (iv) by engaging in repurchase agreements with respect to portfolio securities.
5. Issue any senior security except as otherwise permitted (i) under the 1940 Act or (ii) pursuant to a rule, order or interpretation issued by the SEC or its staff.
6. Borrow money, except as otherwise permitted under the 1940 Act or pursuant to a rule, order or interpretation issued by the SEC or its staff, including (i) as a temporary measure, (ii) by entering into reverse repurchase agreements, and (iii) by lending portfolio securities as collateral. For purposes of this investment limitation, the purchase or sale of options, futures contracts, options on futures contracts, forward contracts, swaps, caps, floors, collars and other similar financial instruments shall not constitute borrowing.
7. Invest more than 5% of its total assets (taken at market value) in securities of any one issuer, other than obligations issued by the U.S. Government, its agencies and instrumentalities, or purchase more than 10% of the voting securities of any one issuer, with respect to 75% of a Portfolio’s total assets.
8. Invest more than 25% of its total assets in the securities of companies primarily engaged in any one industry (except the Money Market Portfolio, as described below) provided that: (i) this limitation does not apply to obligations issued or guaranteed by the U.S. Government, its agencies and instrumentalities; and (ii) municipalities and their agencies and authorities are not deemed to be industries.
The Money Market Portfolio will invest more than 25% of its total assets in the securities of financial services companies. For this purpose, financial services companies include banks, broker-dealers, finance companies, and other issuer of asset-backed securities. Finance companies are classified according to the end users of their services (for example, automobile finance, bank finance, and diversified finance).
     The above percentage limits are based upon asset values at the time of the applicable transaction; accordingly, a subsequent change in asset values will not affect a transaction that was in compliance with the investment restrictions at the time such transaction was effected.
     The following non-fundamental investment restrictions apply to each Fund and Portfolio and may be changed with respect to each Fund by a vote of a majority of the Board or, with respect to the Portfolio, by a vote of a majority of the Master Trust Board. No Fund or Portfolio may:
1. Invest more than 10% of its net assets in illiquid securities, including time deposits and repurchase agreements that mature in more than seven days; or
2. Purchase securities on margin or effect short sales (except that a Portfolio may obtain such short term credits as may be necessary for the clearance of purchases or sales of securities).
     All Funds and Portfolios of the Master Trust may invest up to 10% of their total assets in the securities of other investment companies to the extent permitted by law. In addition, pursuant to exemptive relief granted by the SEC, each Money Market Fund or the Money Market Portfolio may invest up to 25% of its total assets in the aggregate of the Municipal Money Market Portfolio and U.S. Government Money Market Portfolio, each Municipal Money Market Fund or the Municipal Money Market Portfolio may invest up to 25% of its total assets in the aggregate of the Money Market Portfolio and U.S. Government Money Market Portfolio, and each U.S. Government Money Market Fund or the U.S. Government Money Market Portfolio may invest up to 25% of its total assets in the aggregate of the Money Market Portfolio and Municipal Money Market Portfolio. A Fund or Portfolio may incur duplicate advisory or management fees when investing in another mutual fund.
DISCLOSURE OF PORTFOLIO HOLDINGS
     The Portfolios publicly disclose portfolio holdings information as follows:
1.  a complete list of holdings for each Portfolio on an annual and semi-annual basis in the reports to shareholders and in publicly available filings of Form N-CSR with the SEC within sixty days of the end of each fiscal semi-annual period;

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2.  a complete list of holdings for each Portfolio as of the end of its first and third fiscal quarters in publicly available filings of Form N-Q with the SEC within sixty days of the end of the fiscal quarter;
3.  a complete list of holdings for each Portfolio as of the end of each month on the Funds’ website (www.americanbeaconfunds.com) approximately thirty days after the end of the month; and
4.  ten largest holdings for each Portfolio as of the end of each calendar quarter on the Funds’ website (www.americanbeaconfunds.com) and in sales materials approximately thirty days after the end of the calendar quarter.
     Occasionally, certain interested parties — including individual investors, institutional investors, intermediaries that distribute shares of the Funds, third-party service providers, rating and ranking organizations, and others — may request portfolio holdings information that has not yet been publicly disclosed by the Portfolios. The Funds and Portfolios have adopted a Policy and Procedures for Disclosure of Portfolio Holdings Information (the “Holdings Policy”). The purpose of the Holdings Policy is to define those interested parties who are authorized to receive nonpublic portfolio holdings information on a selective basis and to set forth conditions upon which such information may be provided. The Manager has determined that selective disclosure of nonpublic holdings information for the Portfolios does not pose a significant risk of harm to Fund shareholders. Because of the nature of money market securities, interested parties could not utilize holdings information to trade in a manner harmful to the Portfolios, the Funds and their shareholders. Therefore, selective disclosure of holdings information for the Portfolios is not restricted by the Holdings Policy. However, there may be certain situations in which disclosure of Portfolio holdings would not be in the best interests of Fund shareholders. Therefore, the Manager may at its discretion place restrictions on the disclosure of holdings for the Portfolios under certain circumstances.
     The Portfolios have ongoing arrangements with a variety of third party service providers that require access to Portfolio holdings to provide services necessary to the Portfolios’ and Funds’ operations (“service providers”). These service providers routinely receive complete portfolio holdings information prior to the public disclosure of such information. The Portfolios have determined that selective and complete disclosure of holdings information to the following categories of service providers fulfills a legitimate business purpose and is in the best interest of shareholders: custodian and sub-custodian banks, auditors, securities lending agents, pricing services, consultants, financial intermediaries, the distributor and Fund counsel. The service providers have a duty to keep the Portfolios’ nonpublic information confidential either through written contractual arrangements with the Portfolios, the Funds or the Manager or by the nature of their role with respect to the Portfolios and Funds.
     The Portfolios have ongoing arrangements to provide periodic holdings information to certain organizations that publish ratings and/or rankings for the Funds. The Portfolios have determined that selective and complete disclosure of holdings information to rating and ranking organizations fulfills a legitimate business purpose and is in the best interest of shareholders, as it provides existing and potential shareholders with an independent basis for evaluating the Funds in comparison to other mutual funds. The Portfolios have arrangements with the following rating and ranking organizations for periodic disclosure of holdings and other related portfolio information:
     
Bloomberg
  Morningstar
Lipper/Reuters
  Standard & Poor’s Ratings Services
Moody’s Investors Service
  Thomson Financial Research
     The rating and ranking organizations receiving holdings information prior to disclosure on the Funds’ website have provided written assurances that they will keep the information confidential and will not trade based on the information. For those rating and ranking organizations that have not provided such assurances, the Portfolios withhold disclosure of holdings information until the day following disclosure on the Funds’ website.
TRUSTEES AND OFFICERS OF THE TRUSTS AND THE MASTER TRUST
     The Beacon Board, the Mileage Board and the Master Trust Board provide broad supervision over each Trust’s affairs. The Manager is responsible for the management and the administration of each Trust’s assets, and each Trust’s officers are responsible for the respective Trust’s operations. The Trustees and officers of the Trusts and the Master Trust are listed below, together with their principal occupations during the past five years. Unless otherwise indicated, the address of each person listed below is 4151 Amon Carter Boulevard, MD 2450, Fort Worth, Texas 76155. Each Trustee oversees twenty-seven funds in the fund complex that includes the Master Trust, the Beacon Trust, the Mileage Trust, and the American Beacon Select Funds.

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    Position, Term of    
    Office and Length    
    of Time Served with    
Name, Age and Address   each Trust   Principal Occupation(s) During Past 5 Years and Current Directorships
INTERESTED TRUSTEES
       
 
  Term    
 
  Lifetime of Trust until removal, resignation or retirement*    
 
       
William F. Quinn** (59)
  Trustee and President of Beacon Trust since 1987 and Master and Mileage Trusts since 1995   Chairman and CEO (2006-Present), President (1986-2006) and Director (2003-Present), American Beacon Advisors, Inc.; Chairman (1989-2003) and Director (1979-1989, 2003-Present), American Airlines Federal Credit Union; Director, Crescent Real Estate Equities, Inc. (1994-Present); Director, Pritchard, Hubble & Herr, LLC (investment advisor) (2001-2006); Director of Investment Committee, Southern Methodist University Endowment Fund (1996-Present); Member of Advisory Board, Southern Methodist University Cox School of Business (1999-2002); Member of Pension Managers Advisory Committee, New York Stock Exchange (1997-1998, 2000-2002, 2006-Present); Vice Chairman (2004-Present) and Chairman (2007-Present), Committee for the Investment of Employee Benefits; Director, United Way of Metropolitan Tarrant County (1988-2000, 2004-Present); Trustee, American Beacon Select Funds (1999-Present).
 
       
Douglas G. Herring** (49)
  Trustee and Executive Vice President since 2006   President, American Beacon Advisors, Inc. (2006-Present); Vice President and Controller, American Airlines, Inc. (1998-2006); Chairman (2003-Present) and Director (1995-Present), American Airlines Federal Credit Union; Trustee, American Beacon Select Funds (2006-Present).
 
       
Alan D. Feld** (70)
  Trustee since 1996   Partner, Akin, Gump, Strauss, Hauer & Feld, LLP (law firm) (1960-Present); Director, Clear Channel Communications (1984-Present); Trustee, CenterPoint Properties (1994-2006); Member, Board of Trustees, Southern Methodist University; Member, Board of Visitors, Zale Lipshy Hospital; Trustee, American Beacon Select Funds (1999-Present).
NON-INTERESTED TRUSTEES
       
 
  Term    
 
  Lifetime of Trust until removal, resignation or retirement*    
 
       
W. Humphrey Bogart (62)
  Trustee since 2004   Board Member, Baylor University Medical Center Foundation (1992-2004); Consultant, New River Canada Ltd. (mutual fund servicing company) (1998-2003); President and CEO, Allmerica Trust Company, NA (1996-1997); President and CEO, Fidelity Investments Southwest Company (1983-1995); Senior Vice President of Regional Centers, Fidelity Investments (1988-1995); Trustee, American Beacon Select Funds (2004-Present).
 
       
Brenda A. Cline (46)
  Trustee since 2004   Executive Vice President, Chief Financial Officer, Treasurer and Secretary, Kimbell Art Foundation (1993-Present); Trustee, Texas Christian University (1998-Present); Trustee, W.I. Cook Foundation, Inc. (d/b/a Cook Children’s Health Foundation) (2001-2006); Director, Christian Church Foundation (1999-Present); Trustee, American Beacon Select Funds (2004-Present).
 
       
Richard A. Massman (63)
  Trustee since 2004   Senior Vice President and General Counsel, Hunt Consolidated, Inc. (holding company engaged in oil and gas exploration and production, refining, real estate, farming, ranching and venture capital activities) (1994-Present); Trustee, American Beacon Select Funds (2004-Present).
 
       
Stephen D. O’Sullivan (71)
  Trustee of Beacon Trust since 1987 and Master and Mileage Trusts since 1995   Consultant (1994-Present); Trustee, American Beacon Select Funds (1999-Present).
 
       
R. Gerald Turner (61)
225 Perkins Admin. Bldg.
Southern Methodist Univ.
Dallas, Texas 75275
  Trustee since 2001   President, Southern Methodist University (1995-Present); Director, ChemFirst (1986-2002); Director, J.C. Penney Company, Inc. (1996-Present); Director, California Federal Preferred Capital Corp. (2001-2003); Director, Kronus Worldwide Inc. (chemical manufacturing) (2003-Present); Director, First Broadcasting Investment Partners, LLC (2003-Present); Member, United Way of Dallas Board of Directors; Member, Salvation Army of Dallas Board of Directors; Member, Methodist Hospital Advisory Board; Member, Knight Commission on Intercollegiate Athletics; Trustee, American Beacon Select Funds (2001-Present).

6


 

         
    Position, Term of    
    Office and Length    
    of Time Served with    
Name, Age and Address   each Trust   Principal Occupation(s) During Past 5 Years and Current Directorships
NON-INTERESTED TRUSTEES (CONTINUED)
Kneeland Youngblood (51)
  Trustee since 1996   Managing Partner, Pharos Capital Group, LLC (a private equity firm)
300 Crescent Court
  Chairman since 2005   (1998-Present); Director, Burger King Corporation (2004-Present);
Suite 1380
      Director, Gap Inc. (2006-Present); Trustee, City of Dallas, Texas
Dallas, Texas 75201
      Employee Retirement Fund (2004-Present); Director, Starwood Hotels and Resorts (2001-Present); Member, Council on Foreign Relations (1995-Present); Trustee, St. Mark’s School of Texas (2002-Present); Trustee, The Hockaday School (1997-2005); Director, Just For the Kids (1995-2001); Director, L&B Realty Advisors (1998-2000); Trustee, Teachers Retirement System of Texas (1993-1999); Director, Starwood Financial Trust (1998-2001); Trustee, American Beacon Select Funds (1999-Present).
 
       
OFFICERS
       
 
  Term    
 
  One Year    
Rosemary K. Behan (48)
  VP, Secretary and Chief Legal Officer since 2006   Vice President, Legal and Compliance, American Beacon Advisors, Inc. (2006-Present); Assistant General Counsel, First Command Financial Planning, Inc. (2004-2006); Enforcement Attorney (2002-2004) and Branch Chief (2000-2002), Securities and Exchange Commission.
 
       
Brian E. Brett (46)
  VP since 2004   Vice President, Director of Sales and Marketing, American Beacon Advisors, Inc. (2004-Present); Regional Vice President, Neuberger Berman, LLC (investment advisor) (1996-2004).
 
       
Michael W. Fields (53)
  VP of Beacon Trust since 1989 and Master and Mileage Trusts since 1995   Vice President, Fixed Income Investments, American Beacon Advisors, Inc. (1988-Present).
 
       
Rebecca L. Harris (40)
  Treasurer since 1995   Vice President, Finance, American Beacon Advisors, Inc. (1995-Present).
 
       
Christina E. Sears (35)
  Chief Compliance Officer since 2004 and Asst. Secretary since 1999   Chief Compliance Officer (2004-Present) and Senior Compliance Analyst (1998-2004), American Beacon Advisors, Inc.
 
*   The Board has adopted a retirement plan that requires Trustees to retire no later than the last day of the calendar year in which they reach the age of 72, with the exception of Messrs. Quinn and O’Sullivan.
 
**   Messrs. Quinn, Feld and Herring are deemed to be “interested persons” of the Beacon Trust, Mileage Trust and Master Trust, as defined by the 1940 Act. Mr. Quinn is Chairman and CEO of the Manager. Mr. Feld’s law firm of Akin, Gump, Strauss, Hauer & Feld LLP has provided legal services within the past two years to the Manager and one or more of the Master and Beacon Trusts’ sub-advisors. Mr. Herring is President of the Manager.
     The Trusts have an Audit and Compliance Committee (“Audit Committee”), consisting of Ms. Cline and Mr. O’Sullivan. Mr. Youngblood, as Chairman of the Trusts, serves on the Audit Committee in an ex-officio capacity. None of the members of the committee are “interested persons” of the Trusts, as defined by the 1940 Act. As set forth in its charter, the primary duties of the Trusts’ Audit Committee are: (a) to oversee the accounting and financial reporting processes of the Trusts and the Funds and their internal controls and, as the Committee deems appropriate, to inquire into the internal controls of certain third-party service providers; (b) to oversee the quality and integrity of the Trusts’ financial statements and the independent audit thereof; (c) to approve, prior to appointment, the engagement of the Trusts’ independent auditors and, in connection therewith, to review and evaluate the qualifications, independence and performance of the Trusts’ independent auditors; (d) to oversee the Trusts’ compliance with all regulatory obligations arising under applicable federal securities laws, rules and regulations and oversee management’s implementation and enforcement of the Trusts’ compliance policies and procedures (“Compliance Program”); and (e) to coordinate the Board’s oversight of the Trusts’ Chief Compliance Officer in connection with his or her implementation of the Trusts’ Compliance Program. The Audit and Compliance Committee met four times during the fiscal year ended December 31, 2006.
     The Trusts have a Nominating and Governance Committee (“Nominating Committee”) that is comprised of Messrs. Feld and Turner. Mr. Youngblood, as Chairman of the Trusts, serves on the Nominating Committee in an ex-officio capacity. As set forth in its charter, the Nominating Committee’s primary duties are: (a) to make recommendations regarding the nomination of non-interested Trustees to the Board; (b) to make recommendations regarding the appointment of an Independent Trustee as Chairman of the Board; (c) to evaluate qualifications of potential “interested” members of the Board and Trust officers; (d) to review shareholder recommendations for nominations to fill vacancies on the Board; (e) to make recommendations to the Board for

7


 

nomination for membership on all committees of the Board; (f) to consider and evaluate the structure, composition and operation of the Board; (g) to review shareholder recommendations for proposals to be submitted for consideration during a meeting of Fund shareholders; and (h) to consider and make recommendations relating to the compensation of Independent Trustees and of those officers as to whom the Board is charged with approving compensation. Shareholder recommendations for Trustee candidates may be mailed in writing, including a comprehensive resume and any supporting documentation, to the Nominating Committee in care of the Fund. The Nominating and Governance Committee met three times during the fiscal year ended December 31, 2006.
     The Trusts have an Investment Committee that is comprised of Messrs. Bogart, Massman and Quinn. Mr. Youngblood, as Chairman of the Trusts, serves on the Investment Committee in an ex-officio capacity. As set forth in its charter, the Investment Committee’s primary duties are: (a) to review and evaluate the short- and long-term investment performance of the Manager and each of the designated sub-advisors to the Fund; (b) to evaluate recommendations by the Manager regarding the hiring or removal of designated sub-advisors to the Fund; (c) to review material changes recommended by the Manager to the allocation of Fund assets to a sub-advisor; (d) to review proposed changes recommended by the Manager to the investment objective or principal investment strategies of the Fund; and (e) to review proposed changes recommended by the Manager to the material provisions of the advisory agreement with a sub-advisor, including, but not limited to, changes to the provision regarding compensation. The Investment Committee met four times during the fiscal year ended December 31, 2006.
     The Trustees who owned shares of any Fund are listed in the following table with the dollar range of their ownership in such Fund(s) and the Trusts as a whole as of the calendar year ended December 31, 2006.
             
        INTERESTED    
    Quinn   Herring   Feld
Money Market
  None   None   Over $100,000
Municipal Money Market
  None   None   None
U.S. Gov’t Money Market
  None   None   None
Beacon Trust on an Aggregate Basis
  Over $100,000   Over $100,000   Over $100,000
Money Market Mileage
  Over $100,000   None   None
Municipal Money Market Mileage
  None   None   None
U.S. Gov’t Money Market Mileage
  None   None   None
Mileage Trust on an Aggregate Basis
  Over $100,000   None   None
                         
    NON-INTERESTED
    Bogart   Cline   Massman   O’Sullivan   Turner   Youngblood
Money Market
  Over $100,000   None   None   None   None   Over
$100,000
Municipal Money Market
  None   None   None   None   None   None
U.S. Gov’t Money Market
  None   None   None   None   None   None
Beacon Trust on an Aggregate Basis
  Over $100,000   $50,001-$100,000   Over $100,000   Over $100,000   Over $100,000   Over $100,000
Money Market Mileage
  None   None   None   None   None   None
Municipal Money Market Mileage
  None   None   None   None   None   None
U.S. Gov’t Money Market Mileage
  None   None   None   None   None   None
Mileage Trust on an Aggregate Basis
  None   None   None   None   None   None
     As compensation for their service to the Trusts, the American Beacon Select Funds (the “Select Funds”) and the Master Trust, Mr. Feld and the non-interested Trustees (other than Mr. O’Sullivan) receive:
    free air travel from American Airlines, Inc., an affiliate of the Manager (free travel also applies to Trustee’s spouse);
 
    reimbursement equal to the income tax on the value of the free air travel;
 
    cash payment for the amount that a Trustee’s annual flight service charges and income tax reimbursements are below $40,000 (effective January 1, 2006);
 
    $1,000 for each Board meeting attended (effective January 1, 2005); and
 
    $1,000 for each Committee meeting attended (effective January 1, 2005).
Mr. O’Sullivan, as a retiree of American Airlines, Inc., already receives flight benefits. Prior to January 1, 2006, Mr. O’Sullivan received an annual retainer of $40,000, plus $1,250 for each Board meeting attended. Effective January 1, 2006, Mr. O’Sullivan receives an annual retainer of $40,000, plus $1,000 for each Board meeting attended and $1,000 for each Committee meeting attended. For his service as Chairman, Mr. Youngblood receives an additional annual payment of $10,000. Trustees are also reimbursed for any expenses incurred in attending Board meetings. Total compensation (excluding reimbursements) is reflected in the following table for

8


 

the fiscal year ended December 31, 2006. The compensation amounts below include the flight service charges paid by the Trusts to American Airlines, Inc.
                 
    Aggregate   Aggregate   Pension or Retirement   Total Compensation
    Compensation   Compensation   Benefits Accrued as   From the Trusts, Select
    From the   From the   Part of the Trusts’   Funds and Master Trust
Name of Trustee   Beacon Trust   Mileage Trust   Expenses   (27 Funds)
INTERESTED TRUSTEES
William F. Quinn
  $          0   $    0   $0   $           0
Douglas G. Herring
  $          0   $    0   $0   $           0
Alan D. Feld
  $32,314   $431   $0   $  60,599
 
               
NON-INTERESTED TRUSTEES
W. Humphrey Bogart
  $31,856   $425   $0   $  59,741
Brenda A. Cline
  $43,835   $585   $0   $  82,205
Ben Fortson*
  $  3,824   $  51   $0   $    7,171
Richard A. Massman
  $62,132   $829   $0   $116,517
Stephen D. O’Sullivan
  $30,395   $406   $0   $  57,000
R. Gerald Turner
  $27,562   $368   $0   $  51,689
Kneeland Youngblood
  $49,602   $662   $0   $  93,020
 
*   Mr. Fortson retired from the Trusts effective February 28, 2002. He now serves as Trustee Emeritus.
     The Boards have adopted an Emeritus Trustee and Retirement Plan. The Plan provides that a Trustee who has reached the mandatory retirement age established by the Board (currently 72) is eligible to elect Trustee Emeritus status. Alternatively, a Trustee who has served on the Board of one or more Trusts for at least 5 years may elect to retire from the Boards at an earlier age and immediately assume Trustee Emeritus status. A person may serve as a Trustee Emeritus and receive related retirement benefits for a period up to a maximum of 10 years. Only those Trustees who retire from the Boards and elect Trustee Emeritus status may receive retirement benefits under the Plan. A Trustee Emeritus must commit to provide certain ongoing services and advice to the Board members and the Trusts; however, a Trustee Emeritus does not have any voting rights at Board meetings and is not subject to election by shareholders of the Funds. Ben Fortson currently serves as Trustee Emeritus to the Trusts.
     During the term that the Trustee Emeritus serves, each Trustee Emeritus and his or her spouse will receive American Airlines, Inc. annual flight benefits plus reimbursement to the Trustee Emeritus of any tax liability relating to such flights during the term that such person serves as a Trustee Emeritus. Such flight benefits, including the taxes that are payable with respect to such benefits, shall not exceed a maximum annual value to the Trustee Emeritus of $40,000.
CODE OF ETHICS
     The Manager and the Trusts have each adopted a Code of Ethics (“Code”) under Rule 17j-1 of the 1940 Act. Each Code significantly restricts the personal trading of all employees with access to non-public portfolio information. For example, each Code generally requires pre-clearance of all personal securities trades (with limited exceptions) and prohibits employees from purchasing or selling a security that is being purchased or sold or being considered for purchase or sale by any Fund. In addition, each Code requires employees to report trades in shares of the Trusts. Each Code is on public file with, and may be obtained from, the SEC.
PROXY VOTING POLICIES
     From time to time, the Funds may own a security whose issuer solicits a proxy vote on certain matters. The Trusts have adopted a Proxy Voting Policy and Procedures (the “Policy”) that sets forth guidelines and procedures designed to ensure that the Manager votes such proxies in the best interests of Fund shareholders. The Policy includes procedures to address potential conflicts of interest between the Funds’ shareholders and the Manager or its affiliates. Please see Appendix A for a copy of the Policy. Each Fund’s proxy voting record for annual periods ended June 30 will be available as of August 31 of each year upon request and without charge by calling 1-800-967-9009 or by visiting the SEC’s website at http://www.sec.gov . The proxy voting record can be found in Form N-PX on the SEC’s website.

9


 

CONTROL PERSONS AND 5% SHAREHOLDERS
     Set forth below are the entities or persons that own more than 5% of the outstanding shares of a Fund or Class as of January 31, 2007, including classes of shares not included in this SAI. Entities or persons owning more than 25% of the outstanding shares of a Fund may be deemed to control that Fund. The actions of an entity or person that controls a Fund could have an effect on other shareholders. For instance, a control person may have effective voting control over that Fund or large redemptions by a control person could cause a Fund’s other shareholders to pay a higher pro rata portion of the Fund’s expenses. All Trustees and officers as a group own less than 1% of the outstanding shares of any of the Funds.
             
        Cash Mgmt.   Platinum
Money Market Fund   Total Fund   Class   Class
National Investor Services Corp.*
  11%*       100%*
55 Water Street, 32 nd Floor
New York, NY 10041
           
SEI Trust Company *
  23%*   36%*    
1 Freedom Valley Dr.
Oaks, PA 19456
           
Bear Stearns Securities Corp.*
  19%*   31%*    
One Metrotech Center North
Brooklyn, NY 11201-3870
           
Goldman Sachs Global Cash Services*
  9%*   14%*    
71 South Wacker Drive, Suite 500
Chicago, IL 60606-4637
           
Custodial Trust Company*
  6%*   9%*    
101 Carnegie Center
Princeton, NJ 08540-6231
           
Union Bank TR Nominee*
  16%*        
FBO SIMF Omnibus Reinvest
P.O. Box 85484
San Diego, CA 92186-5484
           
 
*   Denotes record owner of Fund shares only
             
Money Market Mileage Fund   Total Fund   Mileage Class   Platinum Class
National Investor Services Corp.*
  93%*   44%*   100%*
55 Water Street, 32 nd Floor
New York, NY 10041
           
 
*   Denotes record owner of Fund shares only
         
Municipal Money Market Fund   Total Fund   Platinum Class
National Investor Services Corp.*
  93%*   100%*
55 Water Street, 32 nd Floor
New York, NY 10041
       
 
*   Denotes record owner of Fund shares only
             
Municipal Money Market Mileage Fund   Total Fund   Mileage Class   Platinum Class
National Investor Services Corp.*
  49%*   41%*   100%*
55 Water Street, 32 nd Floor
New York, NY 10041
           
Geoffrey Brod
  13%   15%    
41 Woodford Hills Drive
Avon, CT 06001
           
Coleman M. and Grace L. Brandt
  11%   13%    
330 W. 72 nd St. Apt. 10A
New York, NY 10023
           
Shelby S. Werner
      5%    
P.O. Box 385
Pawling, NY 12564-0385
           
 
*   Denotes record owner of Fund shares only

10


 

             
U.S. Government Money Market Fund   Total Fund   Cash Mgmt. Class   Platinum Class
Maril & Co. FBO INTRUST Bank NA
  44%   100%    
11270 W. Park Place, Suite 400
Milwaukee, WI 53224-3638
           
National Investor Services Corp.*
  44%*       100%*
55 Water Street, 32 nd Floor
New York, NY 10041
           
Muir & Co.
  12%        
c/o Frost National Bank
P.O. Box 2479
San Antonio, TX 78298-2479
           
 
*   Denotes record owner of Fund shares only
             
U.S. Gov’t Money Market Mileage Fund   Total Fund   Mileage Class   Platinum Class
National Investor Services Corp.*
  42%*   19%*   100%*
55 Water Street, 32 nd Floor
New York, NY 10041
           
Restated OSO LOC Tract D Trust*
  13%*   18%    
411 Tano Road
Santa Fe, NM 87506-7029
           
Steven D. Blecher
  13%   19%    
24 Henry Street
Scarsdale, NY 10583-2602
           
See More Light Trust
  10%   14%    
P.O. Box 4383
Scottsdale, AZ 85261-4383
           
 
*   Denotes record owner of Fund shares only
MANAGEMENT, ADMINISTRATIVE AND DISTRIBUTION SERVICES
     The Manager is a wholly owned subsidiary of AMR Corporation, the parent company of American Airlines, Inc., and is paid a management fee as compensation for paying investment advisory fees and for providing the Trusts and the Master Trust with advisory and asset allocation services. Pursuant to management and administrative services agreements, the Manager provides the Trusts and the Master Trust with office space, office equipment and personnel necessary to manage and administer the Trusts’ operations. This includes:
    complying with reporting requirements;
 
    corresponding with shareholders;
 
    maintaining internal bookkeeping, accounting and auditing services and records; and
 
    supervising the provision of services to the Trusts by third parties.
     Each Fund is responsible for expenses not otherwise assumed by the Manager, including the following: audits by independent auditors; transfer agency, custodian, dividend disbursing agent and shareholder recordkeeping services; taxes, if any, and the preparation of each Fund’s tax returns; interest; costs of Trustee and shareholder meetings; printing and mailing prospectuses and reports to existing shareholders; fees for filing reports with regulatory bodies and the maintenance of the Funds’ existence; legal fees; fees to federal and state authorities for the registration of shares; fees and expenses of non-interested Trustees; insurance and fidelity bond premiums; fees paid to consultants providing reports regarding adherence by investment advisors to the investment style of a Fund; fees paid for brokerage commission analysis for the purpose of monitoring best execution practices of the investment advisors; and any extraordinary expenses of a nonrecurring nature.
     As compensation for providing management services, each Portfolio pays the Manager an annualized advisory fee that is calculated and accrued daily, equal to 0.10% of its net assets. The following amounts represent management fees paid to the Manager based on total Portfolio assets, including funds and classes of shares not included in this SAI. Management fees for the fiscal years ended December 31, 2004, 2005 and 2006 were approximately $5,767,000, $7,087,000 and $10,908,000. Because the Portfolios are advised solely by the Manager, the Manager retained this entire amount. No management fees were waived by the Manager in relation to the Portfolios.
     In addition to the management fee, the Manager is paid an administrative services fee for providing administrative and management services (other than investment advisory services) to the Funds. Administrative services fees for the last three fiscal years were approximately as follows. These amounts include payments by funds and classes of the Beacon Trust not included in this SAI.
                         
    Fiscal Years Ended December 31,  
    2004     2005     2006  
Beacon Trust
  $ 1,011,000     $ 926,000     $ 885,000  
Mileage Trust
  $ 3,325,000     $ 2,977,000     $ 2,674,000  

11


 

     The Manager (or another entity approved by the Board) under a distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act, is paid 0.25% per annum of the average daily net assets of each Mileage Trust Fund for distribution-related services, including costs of advertising and American Airlines â AAdvantage â travel award program miles (“AAdvantage Miles”) 1 . The Manager will receive these fees regardless of the amount of the Manager’s actual expenses related to distribution efforts on behalf of the Mileage Trust Funds. Thus, the Manager may realize a profit or a loss based upon its actual distribution-related expenditures for the Mileage Trust Funds. The Manager anticipates that the distribution plan will benefit shareholders by providing the means for shareholders to receive AAdvantage Miles. Distribution fees pursuant to Rule 12b-1 under the 1940 Act for the fiscal years ended December 31, 2004, 2005, and 2006 were approximately $1,298,000, $1,170,000, and $1,071,000, respectively. During the fiscal years ended December 31, 2004, 2005 and 2006, the Manager waived distribution fees in the amount of approximately $263,000, $51,600, and $59,900, respectively.
     The Manager (or another entity approved by the Board) under a distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act, is paid 0.25% per annum of the average daily net assets of the Platinum Class of each Beacon Trust Fund for distribution-related services, including expenses relating to selling efforts of various broker-dealers, transfer agency fees and the preparation and distribution of Platinum Class advertising material and sales literature. The Manager will receive these fees regardless of the amount of the Manager’s actual expenses related to distribution efforts on behalf of the Platinum Class. Thus, the Manager may realize a profit or a loss based upon its actual distribution-related expenditures for the Platinum Class. The Manager anticipates that the distribution plan will benefit shareholders by providing broader access to the Funds through broker-dealers and other financial intermediaries who require compensation for their expenses in order to offer shares of the Funds. Distribution fees pursuant to Rule 12b-1 under the 1940 Act for the fiscal years ended December 31, 2004, 2005 and 2006 were approximately $149,000, $136,000 and $111,000, respectively. During the fiscal years ended December 31, 2004, 2005 and 2006, the Manager waived distribution fees in the amount of approximately $72,500, $71,500 and $69,000, respectively.
     The Cash Management and Platinum Classes have each adopted an Administrative Services Plan (collectively, the “Plans”). The Plans provide that each Fund’s Cash Management Class will pay 0.07% and each Fund’s Platinum Class will pay 0.55% per annum of its average daily net assets to the Manager (or another entity approved by the Board). The Manager or these approved entities may spend such amounts on any activities or expenses primarily intended to result in or relate to the servicing of Cash Management and Platinum Class shares including, but not limited to, payment of shareholder service fees and transfer agency or sub-transfer agency expenses. The fees, which are included as part of a Fund’s “Other Expenses” in the Table of Fees and Expenses in the Cash Management and Platinum Class Prospectuses, will be payable monthly in arrears without regard to whether the amount of the fee is more or less than the actual expenses incurred in a particular month by the entity for the services provided pursuant to the Plans. The primary expenses expected to be incurred under the Plans are transfer agency fees and servicing fees paid to financial intermediaries such as plan sponsors and broker-dealers.
     The Manager has contractually agreed from time to time to waive fees and/or reimburse expenses for certain Classes of the Funds in order to maintain competitive expense ratios for the Funds. In July of 2003, the Board and the Master Trust Board approved a policy whereby the Manager may seek repayment for such fee waivers and expense reimbursements. Under the policy, the Manager can be reimbursed by a Fund for any contractual or voluntary fee waivers or expense reimbursements made on or after July 10, 2003 only if reimbursement to the Manager (a) occurs within three years after the Manager’s own waiver or reimbursement and (b) does not cause the Fund’s Total Annual Fund Operating Expenses to exceed the previously agreed upon contractual expense limit.
     Foreside Fund Services, LLC, located at Two Portland Square, 1 st Floor, Portland, Maine 04101, is the distributor and principal underwriter of the Funds’ shares and, as such, receives a fee from the Manager for distributing shares of the Beacon and Mileage Trusts and the Select Funds.
OTHER SERVICE PROVIDERS
     The transfer agent for the Trust is State Street Bank and Trust Company (“State Street”), located in Boston, Massachusetts, who provides transfer agency services to Fund shareholders through its affiliate Boston Financial Data Services, located in Kansas City, Missouri. State Street also serves as custodian for the Portfolios of the Master Trust and the Funds. The independent registered public accounting firm for the Funds and the Master Trust is Ernst & Young LLP, located in Dallas, Texas.
 
1   American Airlines and AAdvantage are registered trademarks of American Airlines, Inc.

12


 

PORTFOLIO SECURITIES TRANSACTIONS
     In selecting brokers or dealers to execute particular transactions, the Manager is authorized to consider “brokerage and research services” (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934), provision of statistical quotations (including the quotations necessary to determine a Fund or Portfolio’s net asset value), and other information provided to the applicable Fund, Portfolio, or the Manager, provided, however, that the Manager determines that it has received the best net price and execution available. The Trusts do not allow the Manager or sub-advisors to enter arrangements to direct transactions to broker-dealers as compensation for the promotion or sale of Trust shares by those broker-dealers.
REDEMPTIONS IN KIND
     Although each Fund intends to redeem shares in cash, each reserves the right to pay the redemption price in whole or in part by a distribution of readily marketable securities held by the applicable Fund’s corresponding Portfolio. However, shareholders always will be entitled to redeem shares for cash up to the lesser of $250,000 or 1% of the applicable Fund’s net asset value during any 90-day period. Redemption in kind is not as liquid as a cash redemption. In addition, if redemption is made in kind, shareholders who receive securities and sell them could receive less than the redemption value of their securities and could incur certain transaction costs.
NET ASSET VALUE
     It is the policy of the Funds to attempt to maintain a constant price per share of $1.00. There can be no assurance that a $1.00 net asset value per share will be maintained. The portfolio instruments held by each Fund’s corresponding Portfolio are valued based on the amortized cost valuation technique pursuant to Rule 2a-7 under the 1940 Act. This involves valuing an instrument at its cost and thereafter assuming a constant amortization to maturity of any discount or premium, even though the portfolio security may increase or decrease in market value. Such market fluctuations are generally in response to changes in interest rates. Use of the amortized cost valuation method requires the Funds’ corresponding Portfolios to purchase instruments having remaining maturities of 397 days or less, to maintain a dollar-weighted average portfolio maturity of 90 days or less, and to invest only in securities determined by the Master Trust Board to be of high quality with minimal credit risks. The corresponding portfolios of the Funds may invest in issuers or instruments that at the time of purchase have received the highest short-term rating by two nationally recognized statistical rating organizations (“Rating Organizations”), such as “P-1” by Moody’s Investors Service, Inc. (“Moody’s”) and “F-1” by Fitch Ratings, and have received the next highest short-term rating by other Rating Organizations, such as “A-2” by Standard & Poor’s Ratings Services (“Standard & Poor’s”) and “P-2” by Moody’s. See “Ratings of Municipal Obligations” and “Ratings of Short-Term Obligations” for further information concerning ratings.
TAX INFORMATION
Taxation of the Funds
     To continue to qualify for treatment as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Tax Code”), each Fund (each of which is treated as a separate corporation for these purposes) must, among other requirements:
  o   Derive at least 90% of its gross income each taxable year from (1) dividends, interest, payments with respect to securities loans and gains from the sale or other disposition of securities or certain other income and (2) net income from an interest in a “qualified publicly traded partnership” (“QPTP”) (“Income Requirement”);
 
  o   Diversify its investments so that, at the close of each quarter of its taxable year, (1) at least 50% of the value of its total assets is represented by cash and cash items, U.S. Government securities, securities of other RICs and other securities, with those other securities limited, in respect of any one issuer, to an amount that does not exceed 5% of the value of the Fund’s total assets and that does not represent more than 10% of the issuer’s outstanding voting securities and (2) not more than 25% of the value of its total assets is invested in (a) securities (other than U.S. Government securities or securities of other RICs) of any one issuer, (b) securities (other than securities of other RICs) of two or more issuers the Fund controls that are determined to be engaged in the same, similar or related trades or businesses, or (c) securities of one or more QPTPs (“Diversification Requirement”); and
 
  o   Distribute annually to its shareholders at least 90% of the sum of its investment company taxable income (generally, taxable net investment income plus the excess (if any) of net short-term capital gain over net long-term capital loss) plus, in the case of the Municipal Money Market Funds, net interest

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income excludable from gross income under Section 103(a) of the Tax Code (“Distribution Requirement”).
     Each Fund, as an investor in its corresponding Portfolio, is deemed to own a proportionate share of the Portfolio’s assets and to earn the income on that share for purposes of determining whether the Fund satisfies the Income and Diversification Requirements. If a Fund failed to qualify for treatment as a RIC for any taxable year, it would be taxed on the full amount of its taxable income for that year without being able to deduct the distributions it makes to its shareholders and the shareholders would treat all those distributions — including distributions by the Municipal Money Market Funds that otherwise would qualify as “exempt-interest dividends” (as described below under “Taxation of the Funds’ Shareholders”) — as taxable dividends to the extent of the Fund’s earnings and profits. Those dividends would be taxable as ordinary income, except that, for individual shareholders, the part thereof that is “qualified dividend income” would be taxable at the rate for net capital gain (a maximum of 15% through 2010). In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before requalifying for RIC treatment.
     Each Fund will be subject to a nondeductible 4% excise tax (“Excise Tax”) to the extent it fails to distribute by the end of any calendar year substantially all of its ordinary (taxable) income for that year and substantially all of its capital gain net income for the one-year period ending on October 31 of that year, plus certain other amounts.
     See the part of the next section entitled “Taxation of Certain Investments” for a discussion of the tax consequences to each Fund of certain investments and strategies it or its corresponding Portfolio may employ.
Taxation of the Portfolios
      The Portfolios and their Relationship to the Funds. Each Portfolio is classified as a separate partnership for federal tax purposes that is not a “publicly traded partnership” treated as a corporation. As a result, each Portfolio is not subject to federal income tax; instead, each investor in a Portfolio, such as a Fund, is required to take into account in determining its federal income tax liability its share of the Portfolio’s income, gains, losses, deductions, and tax preference items, without regard to whether it has received any cash distributions from the Portfolio.
     Because each Fund is deemed to own a proportionate share of its corresponding Portfolio’s assets and to earn a proportionate share of its corresponding Portfolio’s income for purposes of determining whether the Fund satisfies the requirements to continue to qualify as a RIC, each Portfolio intends to conduct its operations so that its corresponding Fund will be able to satisfy all those requirements.
     Distributions to a Fund from its corresponding Portfolio (whether pursuant to a partial or complete withdrawal or otherwise) will not result in the Fund’s recognition of any gain or loss for federal income tax purposes, except that (1) gain will be recognized to the extent any cash that is distributed exceeds the Fund’s basis in its interest in the Portfolio before the distribution, (2) income or gain will be recognized if the distribution is in liquidation of the Fund’s entire interest in the Portfolio and includes a disproportionate share of any unrealized receivables held by the Portfolio, and (3) loss will be recognized if a liquidation distribution consists solely of cash and/or unrealized receivables. A Fund’s basis in its interest in its corresponding Portfolio generally will equal the amount of cash and the basis of any property the Fund invests in the Portfolio, increased by the Fund’s share of the Portfolio’s net income and gains and decreased by (a) the amount of cash and the basis of any property the Portfolio distributes to the Fund and (b) the Fund’s share of the Portfolio’s losses.
      Taxation of Certain Investments. The Municipal Money Market Funds’ corresponding Portfolio may acquire zero coupon or other securities issued with original issue discount. As investors in a Portfolio that holds those securities, the Municipal Money Market Funds would have to take into account their share of the original issue discount that accrues on the securities during the taxable year, even if the Portfolio (and, hence, the Funds) receive no corresponding payment on the securities during the year. Because each Fund annually must distribute substantially all of its investment company taxable income (plus, in the case of each Municipal Money Market Fund, its respective share of the Municipal Money Market Portfolio’s net tax-exempt interest income), including its share of its corresponding Portfolio’s accrued original issue discount (and, in the case of each Municipal Money Market Fund, its share of the Municipal Money Market Portfolio’s accrued tax-exempt original issue discount), to satisfy the Distribution Requirement and avoid imposition of the Excise Tax, each Municipal Money Market Fund may be required in a particular year to distribute as a dividend an amount that is greater than the total amount of cash it actually receives. Those distributions would be made from the Fund’s cash assets, if any, or the proceeds of redemption of a portion of each Municipal Money Market Fund’s interest in its corresponding Portfolio (which redemption proceeds would be paid from the Portfolio’s cash assets or the proceeds of sales of portfolio securities, if necessary). The Portfolio might realize capital gains or losses from any such sales, which would

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increase or decrease each Municipal Money Market Fund’s investment company taxable income and/or net capital gain.
Taxation of the Funds’ Shareholders
     Dividends or other distributions a Fund declares in the last quarter of any calendar year that are payable to shareholders of record on a date in that quarter will be deemed to have been paid by the Fund and received by those shareholders on December 31 of that year if the Fund pays the distribution during the following January. Accordingly, those distributions will be reported by, and (except for “exempt-interest dividends,” as defined below) taxed to, those shareholders for the taxable year in which that December 31 falls.
     If Fund shares are sold at a loss after being held for six months or less, the loss will be disallowed to the extent of any exempt-interest dividends received on those shares, and any loss not disallowed will be treated as long-term, instead of short-term, capital loss to the extent of any capital gain distributions received thereon.
     Distributions by the Municipal Money Market Funds of the amount by which their respective share of the Municipal Money Market Portfolio’s income on tax-exempt securities exceeds certain amounts disallowed as deductions, designated by the Funds as “exempt-interest dividends,” generally may be excluded from gross income by their shareholders. Dividends the Municipal Money Market Funds pay will qualify as exempt-interest dividends if, at the close of each quarter of the taxable year, at least 50% of the value of each Fund’s total assets (including its share of the Portfolio’s total assets) consists of securities the interest on which is excludable from gross income under Section 103(a) of the Tax Code. The Funds and Portfolio intend to continue to satisfy this requirement. The aggregate dividends excludable from shareholders’ gross income may not exceed the Municipal Money Market Funds’ net tax-exempt income. The shareholders’ treatment of dividends from the Municipal Money Market Funds under state and local income tax laws may differ from the treatment thereof under the Tax Code.
     The Municipal Money Market Funds’ distributions attributable to interest on certain private activity bonds (“PABs”) are treated as an item of tax preference for purposes of the federal alternative minimum tax (“AMT”), although they remain fully tax-exempt for regular federal income tax purposes. Exempt-interest dividends that a corporate shareholder receives may be indirectly subject to the AMT. In addition, entities or persons who are “substantial users” (or persons related to “substantial users”) of facilities financed by PABs should consult their tax advisors before purchasing shares of either Municipal Money Market Fund because, for users of certain of these facilities, the interest on PABs is not exempt from federal income tax. For these purposes, the term “substantial user” is defined generally to include a “non-exempt person” who regularly uses in trade or business a part of a facility financed from the proceeds of PABs.
     Up to 85% of social security and railroad retirement benefits may be included in taxable income for recipients whose adjusted gross income (including income from tax-exempt sources such as the Municipal Money Market Funds) plus 50% of their benefits exceeds certain base amounts. Exempt-interest dividends from the Municipal Money Market Funds still are tax-exempt to the extent described above; they are only included in the calculation of whether a recipient’s income exceeds the established amounts.
     The foregoing is only a summary of some of the important federal tax considerations affecting the Funds and their shareholders and is not intended as a substitute for careful tax planning. Accordingly, prospective investors are advised to consult their own tax advisors for more detailed information regarding the above and for information regarding federal, state, local and foreign taxes.
DESCRIPTION OF THE TRUSTS
     The Beacon Trust, organized on January 16, 1987, and the Mileage Trust, organized on February 22, 1995, are entities of the type commonly known as a “Massachusetts business trust.” Under Massachusetts law, shareholders of such a trust may, under certain circumstances, be held personally liable for its obligations. However, each Trust’s Declaration of Trust contains an express disclaimer of shareholder liability for acts or obligations of the Trust and provides for indemnification and reimbursement of expenses out of Trust property for any shareholder held personally liable for the obligations of the Trust. The Declaration of Trust also provides that the Trusts may maintain appropriate insurance (for example, fidelity bonding) for the protection of the Trust, its shareholders, Trustees, officers, employees and agents to cover possible tort and other liabilities. Thus, the risk of a shareholder incurring financial loss due to shareholder liability is limited to circumstances in which both inadequate insurance existed and the Trust itself was unable to meet its obligations. Each Trust has not engaged in any other business.

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     The Cash Management Class was created for institutional investors. The following individuals are eligible for purchasing shares of the Cash Management Class with an initial investment below the minimums of $10 million for the Money Market Fund and $2 million for the U.S. Government Money Market Fund: (i) employees of the Manager, (ii) officers and directors of AMR Corporation and (iii) members of the Trusts’ Board of Trustees. The Platinum Class was created as an investment vehicle for cash balances of customers of certain broker-dealers. The Mileage Class was created for individual investors wishing to receive AAdvantage Miles.
FINANCIAL STATEMENTS
     The audited financial statements of the Money Market Fund, Municipal Money Market Fund, and U.S. Government Money Market Fund and the Portfolios, including the reports of the independent registered public accounting firm, Ernst & Young LLP, are incorporated by reference to the American Beacon Funds’ Annual Report to Shareholders for the period ended December 31, 2006. The audited financial statements of the Money Market Mileage Fund, Municipal Money Market Mileage Fund, and U.S. Government Money Market Mileage Fund and the Portfolios, including the reports of the independent registered public accounting firm, Ernst & Young LLP, are incorporated by reference to the American Beacon Mileage Funds’ Annual Report to Shareholders for the period ended December 31, 2006.
OTHER INFORMATION
      Asset-Backed Securities — Asset-backed securities are securities issued by trusts and special purpose entities that are backed by pools of assets, such as automobile and credit -card receivables and home equity loans, which pass through the payments on the underlying obligations to the security holders (less servicing fees paid to the originator or fees for any credit enhancement). Typically, loans or accounts receivable paper are transferred from the originator to a specially created trust, which repackages the trust’s interests as securities with a minimum denomination and a specific term. The securities are then privately placed or publicly offered. Examples include certificates for automobile receivables and so-called plastic bonds, backed by credit card receivables. The Portfolios are permitted to invest in asset-backed securities, subject to the Portfolios’ rating and quality requirements. The Portfolios are permitted to invest in asset-backed securities, subject to the Portfolios’ rating and quality requirements.
     The value of an asset-backed security is affected by, among other things, changes in the market’s perception of the asset backing the security, the creditworthiness of the servicing agent for the loan pool, the originator of the loans and the financial institution providing any credit enhancement. Payments of principal and interest passed through to holders of asset-backed securities are frequently supported by some form of credit enhancement, such as a letter of credit, surety bond, limited guarantee by another entity or by having a priority to certain of the borrower’s other assets. The degree of credit enhancement varies, and generally applies to only a portion of the asset-backed security’s par value. Value is also affected if any credit enhancement has been exhausted.
      Bank Deposit Notes — Bank deposit notes are obligations of a bank, rather than bank holding company corporate debt. The only structural difference between bank deposit notes and certificates of deposit is that interest on bank deposit notes is calculated on a 30/360 basis as are corporate notes/bonds. Similar to certificates of deposit, deposit notes represent bank level investments and, therefore, are senior to all holding company corporate debt.
      Bankers’ Acceptances — Bankers’ acceptances are short-term credit instruments designed to enable businesses to obtain funds to finance commercial transactions. Generally, an acceptance is a time draft drawn on a bank by an exporter or an importer to obtain a stated amount of funds to pay for specific merchandise. The draft is then “accepted” by a bank that, in effect, unconditionally guarantees to pay the face value of the instrument on its maturity date. The acceptance may then be held by the accepting bank as an earning asset or it may be sold in the secondary market at the going rate of discount for a specific maturity. Although maturities for acceptances can be as long as 270 days, most acceptances have maturities of six months or less.
      Cash Equivalents — Cash equivalents include certificates of deposit, bearer deposit notes, bankers’ acceptances, government obligations, commercial paper, short-term corporate debt securities and repurchase agreements.
      Certificates of Deposit — Certificates of deposit are issued against funds deposited in an eligible bank (including its domestic and foreign branches, subsidiaries and agencies), are for a definite period of time, earn a specified rate of return and are normally negotiable.
      Commercial Paper — Commercial paper refers to promissory notes representing an unsecured debt of a corporation or finance company with a fixed maturity of no more than 270 days. A variable amount master demand

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note (which is a type of commercial paper) represents a direct borrowing arrangement involving periodically fluctuating rates of interest under a letter agreement between a commercial paper issuer and an institutional lender pursuant to which the lender may determine to invest varying amounts.
      Derivatives — Generally, a derivative is a financial arrangement, the value of which is based on, or “derived” from, a traditional security, asset or market index. Some “derivatives” such as mortgage-related and other asset-backed securities are in many respects like any other investment, although they may be more volatile or less liquid than more traditional debt securities. There are, in fact, many different types of derivatives and many different ways to use them. There are a range of risks associated with those uses. Certain derivative securities are described more accurately as index/structured securities. Index/structured securities are derivative securities whose value or performance is linked to other equity securities (such as depositary receipts), currencies, interest rates, indices or other financial indicators (reference indices).
      Dollar Rolls — A dollar roll is a contract to sell mortgage-backed securities as collateral against a commitment to repurchase similar, but not identical, mortgage-backed securities on a specified future date. The other party to the contract is entitled to all principal, interest, and prepayment cash flows while it holds the collateral. Each Portfolio maintains with the Custodian a segregated account containing high-grade liquid securities in an amount at least equal to the forward purchase obligation.
      Eurodollar and Yankeedollar obligations — Eurodollar obligations are U.S. dollar obligations issued outside the United States by domestic or foreign entities, while Yankeedollar obligations are U.S. dollar obligations issued inside the United States by foreign entities. There is generally less publicly available information about foreign issuers and there may be less governmental regulation and supervision of foreign stock exchanges, brokers and listed companies. Foreign issuers may use different accounting and financial standards, and the addition of foreign governmental restrictions may affect adversely the payment of principal and interest on foreign investments. In addition, not all foreign branches of United States banks are supervised or examined by regulatory authorities as are United States banks, and such branches may not be subject to reserve requirements.
      Full Faith and Credit Obligations of the U.S. Government — Securities issued or guaranteed by the U.S. Treasury, backed by the full taxing power of the U.S. Government or the right of the issuer to borrow from the U.S. Treasury.
      General Obligation Bonds — General obligation bonds are secured by the pledge of the issuer’s full faith, credit, and usually, taxing power. The taxing power may be an unlimited ad valorem tax or a limited tax, usually on real estate and personal property. Most states do not tax real estate, but leave that power to local units of government.
      Illiquid Securities — Historically, illiquid securities have included securities subject to contractual or legal restrictions on resale because they have not been registered under the 1933 Act, securities that are otherwise not readily marketable and repurchase agreements having a remaining maturity of longer than seven calendar days. Securities that have not been registered under the 1933 Act are referred to as private placements or restricted securities and are purchased directly from the issuer or in the secondary market. These securities may be sold only in a privately negotiated transaction or pursuant to an exemption from registration. A large institutional market exists for certain securities that are not registered under the 1933 Act, including repurchase agreements, commercial paper, foreign securities, municipal securities and corporate bonds and notes. Institutional investors depend on an efficient institutional market in which the unregistered security can be readily resold or on an issuer’s ability to honor a demand for repayment. However, the fact that there are contractual or legal restrictions on resale of such investments to the general public or to certain institutions may not be indicative of their liquidity.
     In recognition of the increased size and liquidity of the institutional market for unregistered securities and the importance of institutional investors in the formation of capital, the SEC has adopted Rule 144A under the 1933 Act. Rule 144A is designed to facilitate efficient trading among institutional investors by permitting the sale of certain unregistered securities to qualified institutional buyers. To the extent privately placed securities held by a Portfolio qualify under Rule 144A and an institutional market develops for those securities, that Portfolio likely will be able to dispose of the securities without registering them under the 1933 Act. To the extent that institutional buyers become, for a time, uninterested in purchasing these securities, investing in Rule 144A securities could increase the level of a Portfolio’s illiquidity. The Manager or the sub-advisor, as applicable, acting under guidelines established by the Board, may determine that certain securities qualified for trading under Rule 144A are liquid. Regulation S under the 1933 Act permits the sale abroad of securities that are not registered for sale in the United States.

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     Mutual funds do not typically hold a significant amount of these restricted or other illiquid securities because of the potential for delays on resale and uncertainty in valuation. Limitations on resale may have an adverse effect on the marketability of portfolio securities and a Portfolio might be unable to dispose of restricted or other illiquid securities promptly or at reasonable prices and might thereby experience difficulty satisfying redemptions within seven calendar days. In addition, a Portfolio may get only limited information about an issuer, so it may be less able to predict a loss. A Portfolio also might have to register such restricted securities in order to dispose of them resulting in additional expense and delay. Adverse market conditions could impede such a public offering of securities.
      Interfund Lending — Pursuant to an order issued by the SEC, the Funds may participate in a credit facility whereby each Fund, under certain conditions, is permitted to lend money directly to other Funds for temporary purposes. The credit facility can provide a borrowing Fund with significant savings at times when the cash position of the Fund is insufficient to meet temporary cash requirements. This situation could arise when shareholder redemptions exceed anticipated volumes and certain Funds have insufficient cash on hand to satisfy such redemptions. When the Funds liquidate portfolio securities to meet redemption requests, they often do not receive payment in settlement for up to three days (or longer for certain foreign transactions). However, redemption requests normally are satisfied immediately. The credit facility provides a source of immediate, short-term liquidity pending settlement of the sale of portfolio securities.
     The credit facility will enhance the ability of the Funds to earn higher rates of interest on their short-term lending.
      Loan Participation Interests — Loan participation interests represent interests in bank loans made to corporations. The contractual arrangement with the bank transfers the cash stream of the underlying bank loan to the participating investor. Because the issuing bank does not guarantee the participations, they are subject to the credit risks generally associated with the underlying corporate borrower. In addition, because it may be necessary under the terms of the loan participation for the investor to assert through the issuing bank such rights as may exist against the underlying corporate borrower, in the event the underlying corporate borrower fails to pay principal and interest when due, the investor may be subject to delays, expenses and risks that are greater than those that would have been involved if the investor had purchased a direct obligation (such as commercial paper) of such borrower. Moreover, under the terms of the loan participation, the investor may be regarded as a creditor of the issuing bank (rather than of the underlying corporate borrower), so that the issuer also may be subject to the risk that the issuing bank may become insolvent. Further, in the event of the bankruptcy or insolvency of the corporate borrower, the loan participation may be subject to certain defenses that can be asserted by such borrower as a result of improper conduct by the issuing bank. The secondary market, if any, for these loan participations is extremely limited and any such participations purchased by the investor are regarded as illiquid.
      Loan Transactions — Loan transactions involve the lending of securities to a broker-dealer or institutional investor for its use in connection with short sales, arbitrages or other security transactions. The purpose of a qualified loan transaction is to afford a lender the opportunity to continue to earn income on the securities loaned and at the same time earn fee income or income on the collateral held by it.
     Securities loans will be made in accordance with the following conditions: (1) the Portfolio must receive at least 100% collateral in the form of cash or cash equivalents, securities of the U.S. Government and its agencies and instrumentalities, and approved bank letters of credit; (2) the borrower must increase the collateral whenever the market value of the loaned securities (determined on a daily basis) rises above the level of collateral; (3) the Portfolio must be able to terminate the loan after notice, at any time; (4) the Portfolio must receive reasonable interest on the loan or a flat fee from the borrower, as well as amounts equivalent to any dividends, interest or other distributions on the securities loaned, and any increase in market value of the loaned securities; (5) the Portfolio may pay only reasonable custodian fees in connection with the loan; and (6) voting rights on the securities loaned may pass to the borrower, provided, however, that if a material event affecting the investment occurs, the Master Trust Board must be able to terminate the loan and vote proxies or enter into an alternative arrangement with the borrower to enable the Master Trust Board to vote proxies.
     While there may be delays in recovery of loaned securities or even a loss of rights in collateral supplied should the borrower fail financially, loans will be made only to firms deemed by the Master Trust Board to be of good financial standing and will not be made unless the consideration to be earned from such loans would justify the risk. If the borrower of the securities fails financially, there is a risk of delay in recovery of the securities loaned or loss of rights in the collateral. Such loan transactions are referred to in this Statement of Additional Information as “qualified” loan transactions.

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     The cash collateral so acquired through qualified loan transactions may be invested only in those categories of high quality liquid securities previously authorized by the Master Trust Board.
      Mortgage-Backed Securities — Mortgage-backed securities consist of both collateralized mortgage obligations and mortgage pass-through certificates.
      Collateralized Mortgage Obligations (“CMOs”) — CMOs and interests in real estate mortgage investment conduits (“REMICs”) are debt securities collateralized by mortgages or mortgage pass-through securities. CMOs divide the cash flow generated from the underlying mortgages or mortgage pass-through securities into different groups referred to as “tranches,” which are then retired sequentially over time in order of priority. The principal governmental issuers of such securities are the Federal National Mortgage Association (“FNMA”), a government sponsored corporation owned entirely by private stockholders, and the Federal Home Loan Mortgage Corporation (“FHLMC”), a corporate instrumentality of the United States created pursuant to an act of Congress that is owned entirely by the Federal Home Loan Banks. The issuers of CMOs are structured as trusts or corporations established for the purpose of issuing such CMOs and often have no assets other than those underlying the securities and any credit support provided. A REMIC is a mortgage securities vehicle that holds residential or commercial mortgages and issues securities representing interests in those mortgages. A REMIC may be formed as a corporation, partnership, or segregated pool of assets. A REMIC itself is generally exempt from federal income tax, but the income from its mortgages is taxable to its investors. For investment purposes, interests in REMIC securities are virtually indistinguishable from CMOs.
      Mortgage Pass-Through Securities - Mortgage pass-through securities are securities representing interests in “pools” of mortgages in which payments of both interest and principal on the securities are generally made monthly, in effect “passing through” monthly payments made by the individual borrowers on the residential mortgage loans that underlie the securities (net of fees paid to the issuer or guarantor of the securities). They are issued by governmental, government-related and private organizations which are backed by pools of mortgage loans.
     Payment of principal and interest on some mortgage pass-through securities (but not the market value of the securities themselves) may be guaranteed by the full faith and credit of the U.S. government, as in the case of securities guaranteed by the Government National Mortgage Association (“GNMA”), or guaranteed by agencies or instrumentalities of the U.S. government, as in the case of securities guaranteed by the Federal National Mortgage Association (“FNMA”) or the Federal Home Loan Mortgage Corporation (“FHLMC”), which are supported only by the discretionary authority of the U.S. government to purchase the agency’s obligations.
     Mortgage pass-through securities created by nongovernmental issuers (such as commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers) may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit, which may be issued by governmental entities, private insurers or the mortgage poolers.
     (1) GNMA Mortgage Pass-Through Certificates (“Ginnie Maes”) — GNMA is a wholly owned U.S. Government corporation within the Department of Housing and Urban Development. Ginnie Maes represent an undivided interest in a pool of mortgages that are insured by the Federal Housing Administration or the Farmers Home Administration or guaranteed by the Veterans Administration. Ginnie Maes entitle the holder to receive all payments (including prepayments) of principal and interest owed by the individual mortgagors, net of fees paid to GNMA and to the issuer which assembles the mortgage pool and passes through the monthly mortgage payments to the certificate holders (typically, a mortgage banking firm), regardless of whether the individual mortgagor actually makes the payment. Because payments are made to certificate holders regardless of whether payments are actually received on the underlying mortgages, Ginnie Maes are of the “modified pass-through” mortgage certificate type. The GNMA is authorized to guarantee the timely payment of principal and interest on the Ginnie Maes. The GNMA guarantee is backed by the full faith and credit of the United States, and the GNMA has unlimited authority to borrow funds from the U.S. Treasury to make payments under the guarantee. The market for Ginnie Maes is highly liquid because of the size of the market and the active participation in the secondary market of security dealers and a variety of investors.

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     (2) FHLMC Mortgage Participation Certificates (“Freddie Macs”) — Freddie Macs represent interests in groups of specified first lien residential conventional mortgages underwritten and owned by the FHLMC. Freddie Macs entitle the holder to timely payment of interest, which is guaranteed by the FHLMC. The FHLMC guarantees either ultimate collection or timely payment of all principal payments on the underlying mortgage loans. In cases where the FHLMC has not guaranteed timely payment of principal, the FHLMC may remit the amount due because of its guarantee of ultimate payment of principal at any time after default on an underlying mortgage, but in no event later than one year after it becomes payable. Freddie Macs are not guaranteed by the United States or by any of the Federal Home Loan Banks and do not constitute a debt or obligation of the United States or of any Federal Home Loan Bank. The secondary market for Freddie Macs is highly liquid because of the size of the market and the active participation in the secondary market of the FHLMC, security dealers and a variety of investors.
     (3) FNMA Guaranteed Mortgage Pass-Through Certificates (“Fannie Maes”) — Fannie Maes represent an undivided interest in a pool of conventional mortgage loans secured by first mortgages or deeds of trust, on one family or two to four family, residential properties. The FNMA is obligated to distribute scheduled monthly installments of principal and interest on the mortgages in the pool, whether or not received, plus full principal of any foreclosed or otherwise liquidated mortgages. The obligation of the FNMA under its guarantee is solely its obligation and is not backed by, nor entitled to, the full faith and credit of the United States.
     (4) Mortgage-Related Securities Issued by Private Organizations — Pools created by non-governmental issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government guarantees of payments in such pools. However, timely payment of interest and principal of these pools is often partially supported by various enhancements such as over-collateralization and senior/subordination structures and by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance. The insurance and guarantees are issued by government entities, private insurers or the mortgage poolers. Although the market for such securities is becoming increasingly liquid, securities issued by certain private organizations may not be readily marketable.
      Municipal Lease Obligations (“MLOs”) — MLOs are issued by state and local governments and authorities to acquire land and a wide variety of equipment and facilities. These obligations typically are not fully backed by the municipality’s credit and thus interest may become taxable if the lease is assigned. If funds are not appropriated for the following year’s lease payments, a lease may terminate with the possibility of default on the lease obligation. With respect to MLOs purchased by the corresponding Portfolio of the Municipal Money Market Fund, the Master Trust Board has established the following guidelines for determining the liquidity of the MLOs in its portfolio, and, subject to review by the Master Trust Board, has delegated that responsibility to the investment advisor: (1) the frequency of trades and quotes for the security; (2) the number of dealers willing to purchase or sell the security and the number of other potential buyers; (3) the willingness of dealers to undertake to make a market in the security; (4) the nature of the marketplace trades; (5) the likelihood that the marketability of the obligation will be maintained through the time the security is held by the Portfolio; (6) the credit quality of the issuer and the lessee; (7) the essentiality to the lessee of the property covered by the lease and (8) for unrated MLOs, the MLOs’ credit status analyzed according to the factors reviewed by rating agencies.
      Other Investment Company Securities — A Portfolio at times may invest in shares of other investment companies, including other investment companies of the Trust. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, a Portfolio becomes a shareholder of that investment company. As a result, Portfolio shareholders indirectly will bear the Portfolio’s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses Portfolio shareholders directly bear in connection with the Portfolio’s own operations. Investment in other investment companies may involve the payment of substantial premiums above the value of such issuer’s portfolio securities.
      Private Activity Bonds — PABs are issued to finance, among other things, privately operated housing facilities, pollution control facilities, convention or trade show facilities, mass transit, airport, port or parking facilities and certain facilities for water supply, gas, electricity, sewage or solid waste disposal. PABs are also issued to privately held or publicly owned corporations in the financing of commercial or industrial facilities. The principal and interest on these obligations may be payable from the general revenues of the users of such facilities. Distributions by the Municipal Money Market Funds attributable to interest earned on PABs may have adverse tax consequences for certain shareholders of those Funds. See “Tax Information — Taxation of the Funds’ Shareholders.”

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      Ratings of Long-Term Obligations — The Portfolio utilizes ratings provided by the following Rating Organizations in order to determine eligibility of long-term obligations.
     The two highest Moody’s ratings for long-term obligations (or issuers thereof) are Aaa and Aa. Obligations rated Aaa are judged by Moody’s to be of the best quality. Obligations rated Aa are judged to be of high quality by all standards. Together with the Aaa group, such debt comprises what is generally known as high-grade debt. Moody’s states that debt rated Aa is rated lower than Aaa debt because margins of protection or other elements make long-term risks appear somewhat larger than for Aaa debt. Moody’s also supplies numerical indicators 1, 2, and 3 to rating categories. The modifier 1 indicates that the security is in the higher end of its rating category; the modifier 2 indicates a mid-range ranking; and modifier 3 indicates a ranking toward the lower end of the category.
     The two highest Standard & Poor’s ratings for long-term obligations are AAA and AA. Obligations rated AAA have the highest rating assigned by Standard & Poor’s. Capacity to pay interest and repay principal is extremely strong. Obligations rated AA have a very strong capacity to pay interest and repay principal and differ from the highest rated issues only in a small degree.
     The two highest ratings for long-term obligations by Fitch Ratings are AAA and AA. Obligations rated AAA have the lowest expectation of credit risk. An AAA rating is assigned only in cases of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events. Obligations rated AA have a very low expectation of credit risk. They are deemed to have a very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
     The two highest ratings for long-term obligations by Dominion Bond Rating Service Limited (“DBRS”) are AAA and AA. Obligations rated AAA have the highest credit quality, with exceptionally strong protection for the timely repayment of principal and interest. Earnings are considered stable, the structure of the industry in which the entity operates is strong, and the outlook for future profitability is favorable. There are few qualifying factors present which would detract from the performance of the entity, the strength of liquidity and coverage ratios is unquestioned and the entity has established a creditable track record of superior performance. Obligations rated AA are of superior credit quality, and protection of interest and principal is considered high. Entities rated AA are also considered unlikely to be significantly affected by reasonably foreseeable events.
     Standard & Poor’s and Fitch apply indicators (such as “+” and “-”) and DBRS adds “high” or “low” to indicate relative standing within the major rating categories (except AAA). A rating without one of these indicators falls within the middle of the category.
      Ratings of Municipal Obligations —Moody’s ratings for state and municipal short-term obligations are designated Moody’s Investment Grade or “MIG” with variable rate demand obligations being designated as “VMIG.” A VMIG rating also may be assigned to commercial paper programs which are characterized as having variable short-term maturities but having neither a variable rate nor demand feature. Factors used in determination of ratings include liquidity of the borrower and short-term cyclical elements.
     Standard & Poor’s uses SP-1, SP-2, and SP-3 to rate short-term municipal obligations. A rating of SP-1 denotes a very strong or strong capacity to pay principal and interest.
      Ratings of Short-term Obligations — The rating P-1 is the highest short-term rating assigned by Moody’s. Among the factors considered by Moody’s in assigning ratings are the following: (1) evaluations of the management of the issuer; (2) economic evaluation of the issuer’s industry or industries and an appraisal of speculative-type risks which may be inherent in certain areas; (3) evaluation of the issuer’s products in relation to competition and customer acceptance; (4) liquidity; (5) amount and quality of long-term debt; (6) trend of earnings over a period of ten years; (7) financial strength of a parent company and the relationships which exist with the issuer; and (8) recognition by the management of obligations which may be present or may arise as a result of public interest questions and preparations to meet such obligations.
     Short-term obligations (or issuers thereof) rated A-1 by Standard & Poor’s have the following characteristics. Liquidity ratios are adequate to meet cash requirements. The issuer has access to at least two additional channels of borrowing. Basic earnings and cash flow have an upward trend with allowance made for unusual circumstances. Typically, the issuer’s industry is well established and the issuer has a strong position within the industry. The

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reliability and quality of management are unquestioned. Relative strength or weakness of the above factors determines whether the issuer’s short-term obligation is rated A-1, A-2, or A-3.
     Fitch Ratings’ short-term ratings apply to debt obligations that are payable on demand or have original maturities of generally up to three years, including commercial paper, certificates of deposit, medium-term notes, and municipal and investment notes. A rating of F-1+ indicates exceptionally strong credit quality. Issues assigned this rating are regarded as having the strongest degree of assurance for timely payment. Obligations rated F-1 have very strong credit quality. Issues assigned this rating reflect an assurance of timely payment only slightly less in degree than issues rated F-1+. Issues assigned a rating of F-2 indicate good credit quality. Issues assigned this rating have a satisfactory degree of assurance for timely payment, but the margin of safety is not as great as for issues assigned F-1+ and F-1 ratings.
     Commercial paper and short-term debt considered to be prime credit quality by DBRS is rated R-1. Obligations of the highest credit quality are rated R-1 (high). These are entities possessing unquestioned ability to repay current liabilities as they fall due and maintaining strong liquidity positions, conservative debt levels and profitability that is both stable and above average. Obligations rated R-1 (middle) are of superior credit quality and, in most cases, differ from R-1 (high) credits to only a small degree. Of satisfactory credit quality are obligations rated R-1 (low). For these entities, the overall strength and outlook for key liquidity, debt and profitability ratios is not normally as favorable as with higher-rating categories, but these considerations are still respectable.
      Repurchase Agreements — A repurchase agreement, which provides a means to earn income on funds for periods as short as overnight, is an arrangement under which the purchaser (e.g., a Portfolio) purchases securities and the seller agrees, at the time of sale, to repurchase the securities at a specified time and price. The repurchase price will be higher than the purchase price, the difference being income to the purchaser, or the purchase and repurchase prices may be the same, with interest at a stated rate due to the purchaser together with the repurchase price on repurchase. In either case, the income to the purchaser is unrelated to the interest rate on the securities subject to the repurchase agreement. Repurchase agreements are generally for a short period of time, usually less than a week.
     Each Portfolio may enter into repurchase agreements with any bank that is a member of the Federal Reserve System or registered broker-dealer who, in the opinion of the Manager, presents a minimum risk of bankruptcy during the term of the agreement based upon guidelines that periodically are reviewed by the Master Trust Board. Each Portfolio may enter into repurchase agreements as a short-term investment of its idle cash in order to earn income. The securities will be held by a custodian (or agent) approved by the Master Trust Board during the term of the agreement. However, if the market value of the securities subject to the repurchase agreement becomes less than the repurchase price (including interest), the Portfolio will direct the seller of the securities to deliver additional securities so that the market value of all securities subject to the repurchase agreement will equal or exceed the repurchase price.
     In the event of the commencement of bankruptcy or insolvency proceedings with respect to the seller of the securities before the repurchase of the securities under a repurchase agreement, a Portfolio may encounter a delay and incur costs before being able to sell the security being held as collateral. Delays may involve loss of interest or decline in price of the securities. Apart from the risk of bankruptcy or insolvency proceedings, there is also the risk that the seller may fail to repurchase the securities, in which case a Portfolio may incur a loss if the proceeds to the Portfolio from the sale of the securities to a third party are less than the repurchase price.
      Reverse Repurchase Agreements — The Portfolios may borrow funds for temporary purposes by entering into reverse repurchase agreements. Pursuant to such agreements, a Portfolio would sell portfolio securities to financial institutions such as banks and broker/dealers and agree to repurchase them at a mutually agreed-upon date and price. The Portfolios intend to enter into reverse repurchase agreements only to avoid selling securities to meet redemptions during market conditions deemed unfavorable by the investment advisor possessing investment authority. At the time a Portfolio enters into a reverse repurchase agreement, it will place in a segregated custodial account assets such as liquid high quality debt securities having a value not less than 100% of the repurchase price (including accrued interest), and will subsequently monitor the account to ensure that such required value is maintained. Reverse repurchase agreements involve the risk that the market value of the securities sold by a Portfolio may decline below the price at which such Portfolio is obligated to repurchase the securities. Reverse repurchase agreements are considered to be borrowings by an investment company under the 1940 Act.

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      Resource Recovery Obligations — Resource recovery obligations are a type of municipal revenue obligation issued to build facilities such as solid waste incinerators or waste-to-energy plants. Usually, a private corporation will be involved and the revenue cash flow will be supported by fees or units paid by municipalities for use of the facilities. The viability of a resource recovery project, environmental protection regulations and project operator tax incentives may affect the value and credit quality of these obligations.
      Revenue Obligations — Revenue obligations are backed by the revenue cash flow of a project or facility. The interest on such obligations is payable only from the revenues derived from a particular project, facility, specific excise tax or other revenue source. Revenue obligations are not a debt or liability of the local or state government and do not obligate that government to levy or pledge any form of taxation or to make any appropriation for payment.
      Section 4(2) Securities — Section 4(2) securities are restricted as to disposition under the federal securities laws, and generally are sold to institutional investors, such as one of the Portfolios, that agree they are purchasing the securities for investment and not with an intention to distribute to the public. Any resale by the purchaser must be pursuant to an exempt transaction and may be accomplished in accordance with Rule 144A. Section 4(2) securities normally are resold to other institutional investors through or with the assistance of the issuer or dealers that make a market in the Section 4(2) securities, thus providing liquidity.
     The Master Trust Board and the Manager will carefully monitor the Portfolio’s investments in Section 4(2) securities offered and sold under Rule 144A, focusing on such important factors, among others, as valuation, liquidity, and availability of information. Investments in Section 4(2) securities could have the effect of reducing the Portfolio’s liquidity to the extent that qualified institutional buyers no longer wish to purchase these restricted securities.
      Tax, Revenue or Bond Anticipation Notes — Tax, revenue or bond anticipation notes are issued by municipalities in expectation of future tax or other revenues that are payable from those taxes or revenues. Bond anticipation notes usually provide interim financing in advance of an issue of bonds or notes, the proceeds of which are used to repay the anticipation notes. Tax-exempt commercial paper is issued by municipalities to help finance short-term capital or operating needs in anticipation of future tax or other revenue.
      Terrorism Risks — Some of the U.S. securities markets were closed for a four-day period as a result of the terrorist attacks on the World Trade Center and Pentagon on September 11, 2001. These terrorist attacks, the war with Iraq and its aftermath, continuing occupation of Iraq by coalition forces and related events have led to increased short-term market volatility and may have long-term effects on U.S. and world economies and markets. Those events could also have an acute effect on individual issuers, related groups of issuers, or issuers concentrated in a single geographic area. A similar disruption of the financial markets or other terrorist attacks could adversely impact interest rates, auctions, secondary trading, ratings, credit risk, inflation and other factors relating to portfolio securities and adversely affect Portfolio service providers and the Portfolios’ operations.
      U.S. Government Securities — U.S. Government Securities are securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities. Some obligations issued by U.S. Government agencies and instrumentalities are supported by the full faith and credit of the U.S. Treasury; others by the right of the issuer to borrow from the U.S. Treasury; others by discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; and others only by the credit of the agency or instrumentality. U.S. Government Securities bear fixed, floating or variable rates of interest. While the U.S. Government currently provides financial support to certain U.S. Government-sponsored agencies or instrumentalities, no assurance can be given that it will always do so, since it is not so obligated by law. U.S. Government securities include U.S. Treasury bills, notes and bonds, Federal Home Loan Bank obligations, Federal Intermediate Credit Bank obligations, U.S. Government agency obligations and repurchase agreements secured thereby.
      U.S. Treasury Obligations — U.S. Treasury obligations include bills (initial maturities of one year or less), notes (initial maturities between two and ten years), and bonds (initial maturities over ten years) issued by the U.S. Treasury, Separately Traded Registered Interest and Principal component parts of such obligations known as STRIPS and inflation-indexed securities. Although U.S. Treasury securities carry little principal risk if held to maturity, the prices of these securities (like all debt securities) change between issuance and maturity in response to fluctuating market interest rates.
      Variable or Floating Rate Obligations — A variable rate obligation is one whose terms provide for the adjustment of its interest rate on set dates and which, upon such adjustment, can reasonably be expected to have a market value that approximates its par value. A floating rate obligation is one whose terms provide for the adjustment

23


 

of its interest rate whenever a specified interest rate changes and which, at any time, can reasonably be expected to have a market value that approximates its par value. Variable or floating rate obligations may be secured by bank letters of credit.
     Pursuant to Rule 2a-7 under the 1940 Act, variable or floating rate obligations with stated maturities of more than 397 days may be deemed to have shorter maturities as follows:
     (1) An obligation that is issued or guaranteed by the United States Government or any agency thereof which has a variable rate of interest readjusted no less frequently than every 762 days will be deemed by a Portfolio to have a maturity equal to the period remaining until the next readjustment of the interest rate.
     (2) A variable rate obligation, the principal amount of which is scheduled on the face of the instrument to be paid in 397 days or less, will be deemed by a Portfolio to have a maturity equal to the period remaining until the next readjustment of the interest rate.
     (3) A variable rate obligation that is subject to a demand feature will be deemed by a Portfolio to have a maturity equal to the longer of the period remaining until the next readjustment of the interest rate or the period remaining until the principal amount can be recovered through demand.
     (4) A floating rate obligation that is subject to a demand feature will be deemed by a Portfolio to have a maturity equal to the period remaining until the principal amount can be recovered through demand.
     As used above, an obligation is “subject to a demand feature” when a Portfolio is entitled to receive the principal amount of the obligation either at any time on no more than 30 days’ notice or at specified intervals not exceeding one year and upon no more than 30 days’ notice.
      Variable Rate Auction and Residual Interest Obligations — Variable rate auction and residual interest obligations are created when an issuer or dealer separates the principal portion of a long-term, fixed-rate municipal bond into two long-term, variable-rate instruments. The interest rate on one portion reflects short-term interest rates, while the interest rate on the other portion is typically higher than the rate available on the original fixed-rate bond.
      When-Issued and Forward Commitment Transactions — These transactions involve a commitment by a Portfolio to purchase or sell securities at a future date. These transactions enable a Portfolio to “lock-in” what the Manager believes to be an attractive price or yield on a particular security for a period of time, regardless of future changes in interest rates. For instance, in periods of rising interest rates and falling prices, a Portfolio might sell securities it owns on a forward commitment basis to limit its exposure to falling prices. In periods of falling interest rates and rising prices, a Portfolio might purchase a security on a when-issued or forward commitment basis and sell a similar security to settle such purchase, thereby obtaining the benefit of currently higher yields. If the other party fails to complete the trade, the Portfolio may lose the opportunity to obtain a favorable price. For purchases on a when-issued basis, the price of the security is fixed at the date of purchase, but delivery of and payment for the securities is not set until after the securities are issued (generally one to two months later). The value of when-issued securities is subject to market fluctuation during the interim period and no income accrues to a Portfolio until settlement takes place. Such transactions therefore involve a risk of loss if the value of the security to be purchased declines prior to the settlement date or if the value of the security to be sold increases prior to the settlement date. A sale of a when-issued security also involves the risk that the other party will be unable to settle the transaction. Forward commitment transactions involve a commitment to purchase or sell securities with payment and delivery to take place at some future date, normally one to two months after the date of the transaction. The payment obligation and interest rate are fixed at the time the buyer enters into the forward commitment. Forward commitment transactions are typically used as a hedge against anticipated changes in interest rates and prices. Forward commitment transactions are executed for existing obligations, whereas in a when-issued transaction, the obligations have not yet been issued.
     Each Portfolio maintains with the Custodian a segregated account containing high-grade liquid securities in an amount at least equal to the when-issued or forward commitment transaction. When entering into a when-issued or forward commitment transaction, a Portfolio will rely on the other party to consummate the transaction; if the other party fails to do so, the Portfolio may be disadvantaged.

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APPENDIX A
PROXY VOTING POLICY AND PROCEDURES FOR THE TRUSTS
AMERICAN BEACON MASTER TRUST
AMERICAN BEACON FUNDS
AMERICAN BEACON MILEAGE FUNDS
AMERICAN BEACON SELECT FUNDS
PROXY VOTING POLICY AND PROCEDURES
Last Amended February 28, 2007
Preface
     Proxy voting is an important component of investment management and must be performed in a dutiful and purposeful fashion in order to secure the best long-term interests of interest holders of the American Beacon Master Trust and shareholders of the American Beacon Funds, the American Beacon Mileage Funds, and the American Beacon Select Funds (collectively, the “Funds”). Therefore, these Proxy Voting Policy and Procedures (the “Policy”) have been adopted by the Funds.
     The Funds are managed by American Beacon Advisors, Inc. (the “Manager”). The Manager has retained a proxy voting consultant (the “Consultant”) to provide assistance regarding the objective review and voting of proxies on any assets held by the Funds that invest primarily in the securities of domestic U.S. issuers (the “Domestic Funds”), consistent with the Policy. The Policy sets forth the policies and procedures the Manager employs when voting proxies for the Domestic Funds, including the role of their investment subadvisers (the “Subadvisers”). Proxy voting for the Funds that invest primarily in the securities of foreign issuers (the “International Funds”) has been delegated by the International Funds’ Boards of Trustees to the subadvisers for those funds (“International Subadvisers”). For the securities held in their respective portion of each International Fund, the International Subadvisers make voting decisions pursuant to their own proxy voting policies and procedures, which have been adopted by the International Funds and approved by their Boards of Trustees. The Policy includes the procedures that the Manager performs to monitor proxy voting by the International Subadvisers.
     For all of the Funds, the Manager seeks to ensure that proxies are voted in the best interests of Fund interest holders and shareholders (collectively, “shareholders”). For certain proxy proposals, the interests of the Manager and/or its affiliates may differ from Fund shareholders’ interests. To avoid the appearance of impropriety and to fulfill its fiduciary responsibility to shareholders in these circumstances, the Policy includes procedures established by the Manager for voting proxy proposals that potentially present a conflict of interests.
Domestic Funds — Procedures
      1.  Voting —The Consultant has been instructed by the Manager to vote proxies in accordance with the Policy, unless it is notified to vote otherwise by the Manager in writing. The Manager may decide to instruct the Consultant to vote in a manner different than specified by the Policy if it determines that such a variance from the Policy would be in the best interests of Fund shareholders. In making such a determination, the Manager will conduct its analysis of the proxy proposal, which may include, among other things, discussing the issue with Subadvisers holding the security to determine their recommended voting position.
          Except as otherwise noted, items to be evaluated on a case-by-case basis and proposals not contemplated by the Policy will be assessed by the Manager. In these situations, the Manager will use its judgment in directing the Consultant to vote in the best interest of the Funds’ shareholders and will propose changes to the Policy when appropriate.
      2.  Conflicts of Interest The Manager maintains a list by Fund of all affiliated persons, including the Manager and its affiliates, the Subadvisers and their affiliates as well as the Funds’ distributor and its affiliates. Any proxy proposal involving an entity on this list could be considered to represent a conflict of interest between a) the Manager, a Subadviser, the distributor or any of their affiliates and b) Fund shareholders. The Manager will monitor the Fund’s holdings against the list of affiliated persons and will conduct an analysis based upon the following procedures to resolve these known potential conflicts as well as any unforeseen conflicts.

 


 

APPENDIX A
           a.  Proxies for Affiliated Funds Each Fund has the ability to invest in the shares of any of the Money Market Funds. For example, the High Yield Bond Fund may purchase shares of the Money Market Fund. If the Money Market Fund issues a proxy for which the High Yield Bond Fund is entitled to vote, the Manager’s interests regarding the Money Market Fund might appear to conflict with the interests of the shareholders of the High Yield Bond Fund. In these cases, the Manager will instruct the Consultant to vote in accordance with the Board of Trustees’ recommendations in the proxy statement.
           b.  Business / Personal Connections of the Manager The Manager is a wholly owned subsidiary of AMR Corporation, which is a publicly owned corporation and the parent company of American Airlines, Inc. To avoid the appearance of any conflict of interests, the Funds are expressly prohibited from investing in the securities of AMR Corporation or any other airline company.
          The Manager could have an advisory client that issues a proxy or promotes a proxy proposal for which a Fund is entitled to vote. By taking a particular voting position on the proxy, it could be perceived by Fund shareholders that the Manager is favoring the advisory client over Fund shareholders in order to avoid harming its relationship with the advisory client. If the Manager is asked to render a decision regarding a proxy proposal issued or promoted by one of its advisory clients, the Manager will refer that proposal to the applicable Fund’s Board of Trustees, who will decide the Fund’s voting position after consultation with the Manager.
          In the event that a principal officer of the Manager has a personal relationship or connection with an issuer or proponent of a proxy proposal being considered by the Manager, the voting matter will be discussed with the applicable Fund’s Board of Trustees, who will decide the Fund’s voting position after consultation with the Manager.
          If an unforeseen conflict pertaining to a particular proxy proposal becomes apparent, the Manager will refer that proposal to the applicable Fund’s Board of Trustees, who will decide the Fund’s voting position after consultation with the Manager.
           c.  Business / Personal Connections of the Subadvisers — Each Subadviser (and its affiliates) is considered an affiliate of the portion of the Fund it manages. When the Manager receives input regarding a voting recommendation from a Subadviser, the Manager will request the Subadviser’s disclosure of any business or personal relationships or connections that the Subadviser itself or its principals may have with the proxy issuer or any proponent of the proxy proposal. If the Subadviser’s disclosure reveals any potential conflicts of interest, the Manager will not rely on the Subadviser’s recommendation regarding the proxy proposal.
     3 Securities on Loan The Consultant will notify the Manager before the record date about the occurrence of a future shareholder meeting. The Manager will determine whether or not to recall shares of the applicable security that are on loan with the intent of voting such shares in accordance with the Policy, based on factors including the nature of the meeting (i.e., annual or special), the percentage of the proxy issuer’s outstanding securities on loan, any other information regarding the proxy proposals of which the Manager may be aware, and the loss of securities lending income to a Fund as a result of recalling the shares on loan.
    Domestic Funds — Policies
      1.  Routine Proposals Routine proxy proposals are most commonly defined as those that do not change the structure, bylaws, or operations of the corporation to the detriment of the shareholders. The proposals are consistent with industry standards as well as the corporate laws in the state of incorporation. Traditionally, these include:
A. Location of annual meeting
B. Employee stock purchase plan
C. Appointment of auditors
D. Corporate strategy
E. Director indemnification and liability protection
F. Reincorporation
     The Funds’ policy is to support management on these routine proposals.

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APPENDIX A
      2.  Social, Political and Environmental Proposals Issues which can be characterized as non-financial or non-business issues involving social, political and environmental issues will result in voting to support management. Financial interests of the shareholders are the only consideration for proxy voting decisions.
      3.  Shareholder Equality Proposals Issues that do not discriminate against certain shareholders will be supported . Non-discriminatory proposals include:
           A.  Anti-greenmail Provisions that require that the price paid to the greenmailer must be extended to all shareholders of record will be supported .
           B.  Fair price provisions Provisions that guarantee an equal price to all shareholders will be supported .
      4.  Non-routine proposals Issues in this category are more likely to affect the structure and operation of the corporation and, therefore have a greater impact on the value of the shareholders’ investment. All situations will be viewed individually and independently with the focus on the financial interest of the shareholders.
     Various factors will contribute in the decision-making process assessing the financial interest of the shareholders. Consideration should be given first and foremost to the board of directors. The board of directors oversees the management of the company, makes decisions on the most important issues and is a representative of the shareholders. To the degree that the board is independent (defined as at least 75% of members are independent, having no personal or business relationship with management, as defined by the relevant exchange), capable and dedicated to the shareholders, support should be for the board’s recommendations.
     Management’s record, strategy and tenure will contribute in the decision-making process. The tendency will be to side with management if, in the past, it has shown the intent and ability to maximize shareholder wealth over the long term. Management will not be judged on a quarter-by-quarter basis, but judged on decisions that are consistent with the long-term interests of the shareholders of the company.
     The following are specific issues that directly impact the financial interest of the shareholders.
           A.  Board of Directors
                a.  Uncontested elections The Funds will support management’s slate during uncontested elections if the board is independent. The company is the best judge of who is able and available to serve, and who will work well together.
                b.  Contested elections will be evaluated on a case-by-case basis. Both slates of candidates will be evaluated based on a thorough analysis of each contesting side.
                c.  Independent compensation committee an independent committee will best represent shareholder interests and guards against conflicts of interest in executive pay decisions. An independent or majority independent committee will have no financial interest in the outcome. The Funds will support proposals for independent compensation committees.
                d.  Independent nominating committee The Funds believe that independent directors selected by a committee of independent directors will be more likely to question the CEO’s business judgment. Therefore, the Funds will support proposals for independent nominating committees.
                e.  Classified boards A typical classified board is divided into 3 groups with one group standing for election every third year. The Funds believe that shareholders benefit from the structure as classified boards provide stability of leadership and continuity of management and policy that is crucial when evaluating company issues. Therefore, the Funds’ policy is to support classified boards.
                f.  Cumulative voting Under cumulative voting, shareholders are entitled to a number of votes equal to the number of board seats open for election, times the number of shares held. The votes can be cast for one nominee or apportion them, equally or not, amongst the nominees. The Funds believe that each director

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APPENDIX A
should act for the benefit of all shareholders and therefore should not be elected by a special group of shareholders. As a result, the Funds do not support cumulative voting. Directors have the fiduciary responsibility to protect and enhance the interests of all shareholders. The potential disruption caused by a minority director with a special agenda is potentially damaging to a majority of shareholders. Directors should act in the benefit of the majority, not the minority.
                g.  Independent boards The Funds believe independent boards will permit clear and independent decision-making, benefiting shareholders’ long-term interests. Board members who are independent are more likely to protect shareholders’ interests than company executives or other insiders. An “independent director” is defined as an individual who has had no personal or business relationship with management, as defined by the relevant exchange. While the Funds’ policy is to generally support independent boards, there is no objection to including up to 25% of insiders or affiliated outsiders on the board. Inside directors have intimate knowledge of the company that will be beneficial during discussions of the company’s long-term prospects. If the board is less than 75% independent, the Funds will withhold their vote for non-CEO board members that are not independent.
                h.  Separate chairman, CEO positions Proponents contend that an individual with both positions is accountable to no one. The CEO is a management employee, responsible for day-to-day operations, implementing corporate strategy, and accountable to the board. The chairman is responsible for the overall direction of the company, protecting the shareholders’ interests, evaluating the performance of the CEO, and is accountable to the shareholders.
               Opponents contend it would dilute the power of the CEO to provide effective leadership, create a potential rivalry between the two positions leading to compromise rather than decisive action, insulate the CEO from being held accountable by the board if the chairman is overprotective, and finally, may cause confusion by having two public spokesmen. Despite the widespread use of this structure in Britain, it is relatively revolutionary in the U.S. If the board is independent, the Funds will support the company’s recommendation regarding separate chairman, CEO positions. Other situations will be evaluated on a case-by-case basis.
                i.  Minimum director stock / fund ownership proponents contend that a director’s interests will be more aligned with shareholders if the director has a personal stake in the company. Additionally, many companies are providing part of their compensation in the form of stock for directors.
               Opponents contend that minimum stock/fund ownership requirements will restrict the search to qualified, wealthy board candidates. This could eliminate other candidates who may not be able to pay the price of the required stock.
               The Funds will not support proposals for minimum director stock ownership.
                j.  Majority vote to elect directors — Shareholder concern about director elections is an outgrowth of their concern about director accountability in the aftermath of corporate scandals. Opponents argue that because of the “holdover” provision applicable to most directors, a resignation policy could be more effective in actually effecting the removal of an unpopular director. Proponents maintain that a resignation policy approach still leaves such a director technically “elected” and puts the onus on other board members to take action against one of their colleagues.
               The Funds will support proposals for a majority vote requirement to elect directors.
                k.  Increase/decrease size of board — The board and management are in the best position to determine the structure for the board. If the board is independent, the Funds will support proposals to increase or decrease the size of the board. All other proposals will be reviewed on a case-by-case basis.
                l.  Limit number of boards served — The board and management are in the best position to determine the structure for the board. The Funds will not support proposals to limit the number of boards a director may serve on.
                m.  Term limits — Opponents of term limits sustain that the board and management are in the best position to determine a workable, efficient structure for the board. Furthermore, shareholders may approve or disapprove of certain directors with their vote at annual meetings. The board should be free to identify the individuals who will best serve the shareholders. Supporters of term limits say that limiting the number of years

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APPENDIX A
that a director can serve on the board provides a built-in mechanism to force turnover. A structure that specifically limits the period of time a director can serve provides opportunities for recruiting directors with new ideas and perspectives.
               The Funds will not support proposals to institute term limits.
           B.  Executive / Director compensation
                a.  Incentive/Stock option plans (establish, amend, add) proponents contend that incentive/stock option plans are designed to attract, hold and motivate management. Shareholders generally favor these plans, as top managers should have a stake in their company that ties compensation to performance. By aligning management’s interests with shareholders toward a goal of increasing shareholder value, better returns usually result.
               Opponents contend that incentive/stock option plans may dilute the shareholders’ claim on profits and assets and may lead to a shift in the balance of voting control. Additionally, easily attainable incentive goals may not provide the necessary incentive for management.
               If the board is independent and if the company has performed well over the previous 3- or 5- year period, the Funds will generally support these plans. However, the Funds will not support plans that permit:
    Dilution in excess of the company’s peer group, unless overall executive compensation levels (including the value of the options) are at or below the peer group; or
 
    Repricing/replacing underwater options
                b.  Discounted stock options options that may be exercised at prices below the stock’s fair market value on the award date. Sometimes called non-qualified options, these options are granted “in-the-money” or immediately exercisable for a profit. The Funds do not support discounted stock options, as they do not give management much incentive to increase share value, while the purpose of granting stock options is to align executives’ interests with those of the shareholders.
                c.  Exchange of underwater options options with an exercise price higher than the market price are considered “underwater” and, needless to say, unattractive. The Funds do not support the exchange of underwater options that result in a financial gain to the participants since other shareholders have no such protection from falling stock prices and since executives would bear no risk if management is willing to bail them out when the stock price falls. The Funds will support the exchange of underwater options that do not result in a financial gain to the participants.
                d.  Cap or limit executive and director pay The Funds will not support capping or limiting executive or director pay. Pay flexibility is necessary to motivate and retain top quality executives and align shareholder and management interests.
                e.  Link pay to performance Proponents contend that by linking pay to performance management’s interests will be aligned with shareholders. Management with compensation packages containing little volatility or risk may have a goal other than maximizing shareholder wealth. As a result, the Funds will support proposals to link pay to performance.
                f.  Golden parachute provisions provide severance payments to top executives who are terminated or demoted after a change in control (takeover). They provide some financial security to executives relieving potential anxiety as they negotiate and impartially evaluate future takeover bids. This provision will allow executives to not oppose a merger that might be in the best interests of the shareholders but may cost them their job. Parachutes may also benefit shareholders as they aid in the attraction and retention of managers.
               However, opponents contend the existence of these provisions can discourage takeover attempts, as significant sums may have to be paid to company executives. Executives are already well paid to manage the company and should not have an extra reward. Additionally, shareholder approval is generally not necessary for enactment of this provision.

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APPENDIX A
               Properly conceived, golden parachutes can free management to act in the best interests of shareholders. Often, however, it is clearly an attempt to raise the cost to a third party of acquiring the company. Other criteria for analyzing the actual approval of parachute plans might include necessity, breadth of participation, payout size, sensitivity of triggers and leveraged buyout restrictions. If the board is independent and the company has performed well over the previous 3- or 5-year period, the Funds will support golden parachute provisions.
                g.  Expensing stock options Proponents argue that expensing stock options would more accurately reflect the company’s earnings and would lead to better comparisons among companies. Furthermore, expensing options would rein in what many consider to be the excessive use of stock options as compensation for executives.
               Opponents argue that expensing stock options will ultimately hurt rank and file employees who currently receive stock options and will do little to curb accounting irregularities. Companies are more likely to cut back on option grants if they are considered an expense, and such cutbacks will probably come from grants to regular employees. In addition, opponents contend there is no reliable, accurate and standard way to calculate the value of stock options and say that options are not a company expense, but rather a cost incurred by shareholders in the form of dilution, which is reflected in the form of lower earnings per share. Finally, they also note that the effect of stock options is already disclosed in the notes to the company’s financial statements.
               The Funds will support management’s recommendations on this issue as management, along with their auditors and board, are in the best position to determine the competitive impact on their firm and determine appropriate accounting policies in compliance with FASB rules.
                h.  Executive incentive bonus plans — Section 162(m) of the Internal Revenue Code prohibits companies from deducting more than $1 million in compensation paid to each of the top five executives, unless the compensation is paid under a performance-based, shareholder approved plan. To maintain compliance, these performance-based plans require shareholder approval every five years.
               Cash bonus plans can be an important part of an executive’s overall pay package, along with stock-based plans tied to long-term total shareholder returns. Over the long term, stock prices are an excellent indicator of management performance. However, other factors, such as economic conditions and investor reaction to the stock market in general, and certain industries in particular, can greatly impact the company’s stock price. As a result, a cash bonus plan can effectively reward individual performance and the achievement of business unit objectives that are independent of short-term market share price fluctuations. Moreover, preservation of the full deductibility of all compensation paid reduces the company’s corporate tax obligation.
               Generally, the Funds will support these performance-based plans. However, if the compensation committee is not 100% independent, the proposal will be decided on a case-by-case basis.
                i.  Supplemental executive retirement plans (SERPs) — Supplemental executive retirement plans (SERPs) are special pension benefits for executives, paid in excess of IRS deductibility limitations and exempt from provisions within the Employee Retirement and Income Security Act (ERISA). SERPs are unfunded plans and payable out of the company’s general assets. The ability of a company to offer a SERP could affect the company’s ability to compete for qualified senior executives, and could place the company at a competitive disadvantage to its peers. Companies note that it is particularly critical for a company to retain the ability to offer SERPs when hiring an executive who must forfeit substantial retirement benefits that he or she has accrued at a previous employer.
               Opponents contend that such benefits are unnecessary given the high levels of executive compensation at most companies.
               Generally, the Funds will support SERPs. However, if the compensation committee is not 100% independent, the proposal will be decided on a case-by-case basis.
                C.  RIC Contracts and Policies
                a.  Investment Advisory Contracts — All proposals regarding new investment advisory contracts or amendments to existing contracts will be reviewed on a case-by-case basis. Due to the complex and varied nature of these proposals, the principal emphasis will be on the financial ramifications of the proposal for the Funds’ shareholders.

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APPENDIX A
                b.  Distribution Plans — All proposals pertaining to a RIC’s distribution plan will be reviewed on a case-by-case basis, weighing any proposed additional fees to be paid by shareholders against the potential benefits. The analysis will foremost consider the effects of the proposal on the shareholders.
                c.  Fundamental Objectives / Policies — All proposals regarding the fundamental investment objectives or policies of a RIC will be reviewed on a case-by-case basis. Due to the complex and varied nature of these proposals, the principal emphasis will be on the financial ramifications of the proposal for the shareholders.
           D.  Confidential voting — The Funds believe that confidential voting restricts communication between shareholders and management. Additionally, the system of free and open proxy voting protects shareholder interests and ensures that the fiduciary obligations of investment funds are met. These representatives are then fully accountable to their constituents. Confidential voting is also expensive, as voting must be tabulated by a third party before presentation. The Funds will not support confidential voting. Management cannot address shareholder concerns if they cannot identify the dissenting voters. Undue pressure will not be condoned but our concern is that communication might be diminished during a time when shareholders are considering significant issues. Implementing confidential voting is not an acceptable tradeoff for the potential loss of open dialogue.
           E.  Supermajority-voting provisions — Proponents contend that a broad agreement should be reached on issues that may have a significant impact on the company. Supermajority vote requirements usually require a level of voting approval in excess of a simple majority of the outstanding shares. Usually this range is from 66% to 80%, but in some cases even higher.
          Opponents contend that supermajority-voting provisions detract from a simple majority’s power to enforce its will. In many cases, the supermajority requirement will make it impossible to repeal or enact proposals due to the number of votes needed. Matters of corporate policy, a sale of assets or a sale of the entire company should ordinarily only require a majority of shareholders.
          The Funds will support supermajority provisions up to 67%. All situations regarding supermajority-voting provisions larger than 67% will be reviewed on a case-by-case basis.
           F.  Anti-takeover proposals Poison pills, preemptive rights, fair pricing and dual class voting provisions force potential bidders to deal directly with the board of directors. The board’s role is to protect shareholders against unfair and unequal treatment and guard against partial tender offers and other abusive tactics. Fair and equitable offers will not be prevented and will equally benefit all shareholders.
                a.  Poison pills (Shareholder rights plans) protect shareholders from coercive and unfair offers. Therefore, all shareholders should receive a better/fairer offer. If the board is independent, the Funds will support poison pills. If the board is not independent, each situation involving poison pills will be decided on a case-by-case basis.
                b.  Preemptive rights enable shareholders to retain the same percentage of ownership during additional stock offerings. This eliminates the effect of dilution on the shareholder. The Funds will support preemptive rights.
                c.  Fair pricing provisions require that if offers are not approved by the board, the bidder must pay the same “fair” price for all shares purchased. The fair price is usually defined as the highest price paid by the bidder for shares acquired before the start of the tender offer. This provision attempts to prevent “two-tiered” offers in which the bidder offers a premium for sufficient shares to gain control then offers a much lower price to the remaining holders. The Funds will support fair pricing provisions.
                d.  Dual class voting provisions create unequal voting rights among different shareholders. These provisions allow companies to raise capital and expand while letting management maintain control without fear of being acquired. However, these provisions enable management to become entrenched, as it is an anti-takeover mechanism. With management controlling the voting power, no one will pay a premium for shares of a company when there is no way for them to obtain voting control of the company. The Funds will not support dual class voting provisions.

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APPENDIX A
           G.  Stock related proposals
                a.  Increase authorized common/preferred stock A request for additional shares of stock was, in the past, considered a routine voting item. Companies usually state it is for a specific use, such as a stock split, acquisition or for “general corporate purposes.” However, an abundance of authorized but unissued shares can become an anti-takeover measure, such as implementing a poison pill or placing a large block of stock with a friendly holder to maintain control.
               If the board is independent, the Funds will support increases in common/preferred stock. The authorization will give companies the ability and flexibility to finance corporate growth. If the board is not independent, the Funds will not support increases in common/preferred stock.
                b.  Targeted share placements the issuance of a specific block of company securities to a friendly shareholder. These placements are often used to defend against an unfriendly takeover or to obtain favorable financing and may be executed using common stock, preferred stock or convertible securities. Targeted share placements are often less expensive to execute than issuing stock, they do not require the high interest rates of traditional debt and a placement can be structured for the benefit of the limited number of parties. Additionally, share placements can be executed fairly quickly and shareholder approval is not required.
               Opponents contend targeted placements give selected shareholders an unfair access to valuable securities while diluting current shareholder’s proportional ownership and voting interests. Additionally, critics contend that not only do targeted share placements serve to entrench management, but also the holder of the share placement may have a senior claim or return from company assets.
               All situations regarding targeted share placements will be reviewed on a case-by-case basis. Since such stock could be used to dilute the ownership rights of current shareholders, shareholders should have the opportunity to analyze the proposal to determine whether it is in their best economic interests.
           H.  Mergers, Acquisitions, Restructurings These transactions involve fundamental changes in the structure and allocation of a company’s assets. Financial considerations are foremost in these transactions but ERISA fiduciaries are not obligated to take an offer if they feel the long-term interests of the Funds, as a shareholder will be best served by the company continuing as is.
          All situations regarding mergers, acquisitions, or restructuring will be reviewed on a case-by-case basis. Due to the complexity and company-specific nature of these proposals, the principal emphasis will be on the financial ramifications of the proposal.
      5.  Other Business — The Funds will support management with respect to “Other Business.”
      6.  Adjourn Meeting — The Funds will support management with respect to proposals to adjourn the shareholder meeting.
All other issues will be decided on a case-by-case basis. As with other non-routine proposals, decisions will be based primarily on management and board responsiveness to enhancing shareholder wealth.
Issues requiring analysis on a case-by-case basis will be voted according to the Consultant’s recommendation when the Funds own less than 1% of the company’s outstanding shares and less than $3 million of the company’s market capitalization.
    International Funds — Procedures
      1.  Voting — The International Funds’ Boards of Trustees have delegated proxy voting to the International Subadvisers. Each International Fund has adopted the proxy voting policies and procedures of its respective subadvisers. The Manager maintains copies of the International Subadvisers’ policies and will periodically check the voting record for adherence to the policies. If any discrepancies are noted, the Manager will follow up with the International Subadviser.
      2.  Conflicts of Interest Each International Subadviser receives from the Manager the list of affiliated persons for each International Fund. Any proxy proposal involving an entity on this list could be considered to represent a conflict of interest between a) the Manager, an International Subadviser, the distributor or any of their

A-8


 

APPENDIX A
affiliates and b) Fund shareholders. If an International Subadviser receives a proxy involving one of these entities, it will notify the Manager and forward all proxy materials for consideration by the applicable Fund’s Board of Trustees. The Board of Trustees will decide the Fund’s voting position in consultation with the Manager and the International Subadviser.
     If an unforeseen conflict pertaining to a particular proxy proposal becomes apparent, the International Subadviser will notify the Manager and forward all proxy materials for consideration by the applicable Fund’s Board of Trustees. The Board of Trustees will decide the Fund’s voting position in consultation with the Manager and the International Subadviser.
    All Funds — Other Procedures
      1.  Recordkeeping — Records of all votes will be maintained by a) the Consultant for the Domestic Funds and b) the International Subadvisers for the International Funds. Documentation of all votes for the Domestic Funds will be maintained by the Manager and the Consultant. Such documentation will include the recommendations of the Subadvisers along with pertinent supporting comments and letters, the Policy, the proxy voting policies and procedures of the International Subadvisers, any and all company reports provided by proxy advisory consulting services, additional information gathered by the Manager, minutes from any meeting at which the Boards of Trustees considered a voting matter, the conclusion and final vote.
      2.  Disclosure — The Manager, in conjunction with the Consultant, will compile the Funds’ proxy voting record for each year ended June 30 and file the required information with the SEC via Form N-PX by August 31. The Manager will include a summary of the Policy and/or the proxy voting policies and procedures of the International Subadvisers, as applicable, in each Fund’s Statement of Additional Information (“SAI”). In each Fund’s annual and semi-annual reports to shareholders, the Manager will disclose that a description of the Policy and/or the proxy voting policies and procedures of the International Subadvisers, as applicable, is a) available upon request, without charge, by toll-free telephone request, b) on the Funds’ website (if applicable), and c) on the SEC’s website in the SAI. The SAI and shareholder reports will also disclose that the Funds’ proxy voting record is available by toll-free telephone request (or on the Funds’ website) and on the SEC’s website by way of the Form N-PX. Within three business days of receiving a request, the Manager will send a copy of the policy description or voting record by first-class mail.
      3.  Board Oversight On at least an annual basis, the Manager will present a summary of the voting records of the Funds to the Boards of Trustees for their review. The Boards of Trustees will annually consider for approval the Policy and the proxy voting policies and procedures of the International Subadvisers. In addition, the Manager and International Subadvisers will notify the Board of any material changes to the proxy voting policies and procedures.

A-9


 

AMERICAN BEACON FUNDS
PART C. OTHER INFORMATION
Item 23.            Exhibits
     
(a)
  Amended and Restated Declaration of Trust, dated November 1, 2004 – (xxii)
 
   
(b)
  Bylaws – (iv)
 
   
(c)
  Voting trust agreement — none
 
   
(d)(i)(A)
  Fund Management Agreement between American AAdvantage Funds and AMR Investment Services, Inc., dated April 3, 1987 #
 
   
(i)(B)
  Supplement to Fund Management Agreement, dated August 1, 1994 – (iv)
 
   
(i)(C)
  Supplement to Fund Management Agreement, dated August 1, 1995 – (iv)
 
   
(i)(D)
  Supplement to Fund Management Agreement, dated November 1, 1995-(vii)
 
   
(i)(E)
  Amendment to Schedule A of Fund Management Agreement, dated December 1, 1995 — (i)
 
   
(i)(F)
  Supplement to Fund Management Agreement, dated December 17, 1996 — (ii)
 
   
(i)(G)
  Supplement to Fund Management Agreement, dated July 25, 1997 — (iii)
 
   
(i)(H)
  Supplement to Fund Management Agreement, dated September 1, 1998 — (vi)
 
   
(i)(I)
  Supplement to Fund Management Agreement, dated January 1, 1999 – (vii)
 
   
(i)(J)
  Supplemental Terms and Conditions to the Management Agreement, dated – May 19, 2000 – (ix)
 
   
(i)(K)
  Supplement to Fund Management Agreement, dated November 16, 2000 – (xi)
 
   
(i)(L)
  Supplement to Fund Management Agreement, dated October 17, 2001 – (xiv)
 
   
(i)(M)
  Supplement to Fund Management Agreement, dated May 28, 2002 – (xvi)
 
   
(i)(N)
  Supplement to Fund Management Agreement, dated May 13, 2003 – (xix)
 
   
(i)(O)
  Supplement to Fund Management Agreement, dated February 9, 2004 – (xxi)
 
   
(i)(P)
  Supplement to Fund Management Agreement, dated February 17, 2006 – (xxvii)
 
   
(ii)(A)
  Investment Advisory Agreement between AMR Investment Services, Inc. and Templeton Investment Counsel, Inc., dated November 1, 1995 – (iv)

 


 

     
(ii)(B)
  Investment Advisory Agreement between AMR Investment Services, Inc. and Barrow, Hanley, Mewhinney & Strauss, Inc., dated November 1, 1995 – (iv)
 
   
(ii)(C)
  Investment Advisory Agreement between AMR Investment Services, Inc. and Lazard Asset Management, dated March 1, 1999 – (vii)
 
   
(ii)(D)
  Investment Advisory Agreement between AMR Investment Services, Inc. and Goldman, Sachs & Company, Inc., dated July 31, 2000 – (x)
 
   
(ii)(E)
  Investment Advisory Agreement between AMR Investment Services, Inc. and J.P. Morgan Investment Management Inc., dated July 31, 2000 – (x)
 
   
(ii)(F)
  Investment Advisory Agreement between AMR Investment Services, Inc. and Morgan Stanley Dean Witter Investment Management Inc., dated July 31, 2000 – (x)
 
   
(ii)(G)
  Investment Advisory Agreement between AMR Investment Services, Inc. and The Boston Company Asset Management, LLC, dated July 31, 2000 – (x)
 
   
(ii)(H)
  Investment Advisory Agreement between AMR Investment Services, Inc. and Post Advisory Group, LLC, dated October 15, 2003 – (xx)
 
   
(ii)(I)
  Investment Advisory Agreement between AMR Investment Services, Inc. and Metropolitan West Capital Management, LLC, dated November 30, 2000 – (xi)
 
   
(ii)(J)
  Investment Advisory Agreement between AMR Investment Services, Inc. and Causeway Capital Management LLC, dated August 31, 2001 – (xiv)
 
   
(ii)(K)
  Investment Advisory Agreement between AMR Investment Services, Inc. and Hotchkis and Wiley Capital Management, LLC, dated October 9, 2001 – (xiv)
 
   
(ii)(L)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and Templeton Investment Counsel, LLC, dated January 1, 2001 – (xvii)
 
   
(ii)(M)
  Investment Advisory Agreement between AMR Investment Services, Inc. and Brandywine Asset Management, LLC, dated October 12, 2001 – (xv)
 
   
(ii)(N)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and Lazard Asset Management, dated January 1, 2003 – (xvii)
 
   
(ii)(O)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and Barrow, Hanley, Mewhinney & Strauss, Inc., dated January 1, 2003 – (xvii)
 
   
(ii)(P)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and Brandywine Asset Management, LLC, dated January 1, 2003 – (xvii)
C-2

 


 

     
(ii)(Q)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and Goldman, Sachs & Company, Inc., dated January 1, 2003 – (xvii)
 
   
(ii)(R)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and J.P. Morgan Investment Management Inc., dated January 1, 2003 – (xvii)
 
   
(ii)(S)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and Metropolitan West Capital Management, LLC, dated January 1, 2003 – (xvii)
 
   
(ii)(T)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and Morgan Stanley Investment Management Inc. f/k/a Morgan Stanley Dean Witter Investment Management Inc., dated January 1, 2003 – (xvii)
 
   
(ii)(U)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and The Boston Company Asset Management, LLC, dated January 1, 2003 – (xvii)
 
   
(ii)(V)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and Templeton Investment Counsel, LLC, dated January 1, 2003 – (xvii)
 
   
(ii)(W)
  Investment Advisory Agreement between AMR Investment Services, Inc. and Calamos Asset Management, Inc., dated June 30, 2003 – (xix)
 
   
(ii)(X)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and Lazard Asset Management, dated January 13, 2003 – (xix)
 
   
(ii)(Y)
  Assumption Agreement between Goldman, Sachs & Co. and Goldman Sachs Asset Management, L.P., dated March 28, 2003 – (xix)
 
   
(ii)(Z)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and Barrow, Hanley, Mewhinney & Strauss, Inc., dated September 1, 2003 – (xx)
 
   
(ii)(AA)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and Morgan Stanley Investment Management Inc., dated September 1, 2003 – (xx)
 
   
(ii)(BB)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and Barrow, Hanley, Mewhinney & Strauss, Inc., dated June 30, 2004 – (xxi)
 
   
(ii)(CC)
  Investment Advisory Agreement between AMR Investment Services, Inc. and Brown Brothers Harriman & Co., dated June 30, 2004 – (xxi)
 
   
(ii)(DD)
  Investment Advisory Agreement between AMR Investment Services, Inc. and NISA Investment Advisors, L.L.C., dated June 30, 2004 – (xxi)
 
   
(ii)(EE)
  Investment Advisory Agreement between AMR Investment Services, Inc. and Pzena Investment Management, LLC, dated June 30, 2004 – (xxi)
C-3

 


 

     
(ii)(FF)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and The Boston Company Asset Management, LLC, dated August 27, 2004 – (xxii)
 
   
(ii)(GG)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and The Boston Company Asset Management, LLC, dated November 29, 2004 – (xxii)
 
   
(ii)(HH)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and J.P. Morgan Investment Management Inc., dated February 9, 2004 – (xxii)
 
   
(ii)(II)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and J.P. Morgan Investment Management Inc., dated July 30, 2004 – (xxii)
 
   
(ii)(JJ)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and Pzena Investment Management, LLC, dated June 30, 2004 – (xxii)
 
   
(ii)(KK)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and Brown Brothers Harriman & Co., dated June 30, 2004 – (xxii)
 
   
(ii)(LL)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and NISA Investment Advisors, LLC, dated August 27, 2004 – (xxii)
 
   
(ii)(MM)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and Post Advisory Group, LLC, dated June 1, 2004 – (xxii)
 
   
(ii)(NN)
  Investment Advisory Agreement between AMR Investment Services, Inc. and Opus Capital Management, Inc., dated January 31, 2005 – (xxiii)
 
   
(ii)(OO)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and Goldman Sachs Asset Management, L.P., dated February 9, 2005 – (xxiii)
 
   
(ii)(PP)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and Brandywine Asset Management, LLC, dated February 9, 2004 – (xxiii)
 
   
(ii)(QQ)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and Calamos Asset Management, Inc., dated February 9, 2004 – (xxiii)
 
   
(ii)(RR)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and Hotchkis and Wiley Capital Management, LLC, dated February 9, 2004 – (xxiii)
 
   
(ii)(SS)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and Lazard Asset Management LLC, dated February 9, 2004 – (xxiii)
C-4

 


 

     
(ii)(TT)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and Metropolitan West Capital Management, LLC, dated February 9, 2004 – (xxiii)
 
   
(ii)(UU)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and Morgan Stanley Investment Management Inc., dated February 9, 2004 – (xxiii)
 
   
(ii)(VV)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and Post Advisory Group, LLC, dated February 9, 2004 – (xxiii)
 
   
(ii)(WW)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and Templeton Investment Counsel, LLC, dated February 9, 2004 – (xxiii)
 
   
(ii)(XX)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and The Boston Company Asset Management, LLC, dated February 9, 2004 – (xxiii)
 
   
(ii)(YY)
  Amendment to Investment Advisory Agreement between AMR Investment Services, Inc. and Causeway Capital Management LLC, dated February 9, 2004 – (xxiii)
 
   
(ii)(ZZ)
  Investment Advisory Agreement between American Beacon Advisors, Inc. and Dreman Value Management, LLC, dated August 30, 2005 – (xxiv)
 
   
(ii)(AAA)
  Amendment to Investment Advisory Agreement between American Beacon Advisors, Inc. and Metropolitan West Capital Management, LLC, dated August 30, 2005 – (xxiv)
 
   
(ii)(BBB)
  Investment Advisory Agreement between American Beacon Advisors, Inc. and SSgA Funds Management, Inc., dated August 30, 2005 – (xxiv)
 
   
(ii)(CCC)
  Investment Advisory Agreement between American Beacon Advisors, Inc. and PanAgora Asset Management, Inc. – (xxvii)
 
   
(ii)(DDD)
  Investment Advisory Agreement between American Beacon Advisors, Inc. and Franklin Advisors, Inc., dated September 12, 2006 – filed herewith
 
   
(ii)(EEE)
  Investment Advisory Agreement between American Beacon Advisors, Inc. and The Renaissance Group, LLC, dated September 2006 – filed herewith
 
   
(iii)(A)
  Amended and Restated Administrative Services Agreement between the American AAdvantage Funds and AMR Investment Services, Inc., dated March 1, 2002 – (xv)
 
   
(iii)(B)
  Amendment to Schedule A of the Administrative Services Agreement between the American AAdvantage Funds and AMR Investment Services, Inc., dated May 13, 2003 – (xix)
 
   
(iii)(C)
  Amendment to Schedule A of the Administrative Services Agreement between the American AAdvantage Funds and AMR Investment Services, Inc., dated February 9, 2004 – (xx)
C-5

 


 

     
(iv)(A)
  Administrative Services Plan for the Platinum Class – (iv)
 
   
(iv)(B)
  Administrative Services Plan for the Cash Management Class – (xv)
 
   
(iv)(C)
  Supplement to Administrative Services Plan for the Platinum Class, dated September 27, 2002 – (xvi)
 
   
(iv)(D)
  Administrative Services Plan for the Brown Brothers Harriman Class – to be filed
 
   
(v)(A)
  Master-Feeder Participation Agreement among Small Cap Index Fund, International Equity Index Fund, Quantitative Master Series Trust, and Princeton Funds Distributor, Inc., dated July 31, 2000 – (ix)
 
   
(v)(B)
  Master-Feeder Participation Agreement among S&P 500 Index Fund, Equity 500 Index Portfolio and SSgA Funds Management, Inc., dated May 1, 2001 – (xv)
 
   
(e)
  Distribution Agreement among the American Beacon Funds, the American Beacon Mileage Funds, the American Beacon Select Funds and Foreside Fund Services, LLC, dated March 1, 2005 – (xxiii)
 
   
(f)
  Bonus, profit sharing or pension plans – none
 
   
(g)(i)
  Custodian Agreement between the American AAdvantage Funds and State Street Bank and Trust Company, dated December 1, 1997 – (v)
 
   
(ii)
  Amendment to Custodian Agreement to add Small Cap Value Fund, dated January 1, 1999 – (ix)
 
   
(iii)
  Amendment to Custodian Agreement to add Large Cap Growth, Emerging Markets, Small Cap Index and International Equity Index series of the American AAdvantage Funds, dated July 31, 2000 – (xvii)
 
   
(iv)
  Amendment to Custodian Agreement to add High Yield Bond Fund, dated December 29, 2000 – (xi)
 
   
(v)
  Amendment to Custodian Agreement to reflect amendments to Rule 17f-5 and addition of Rule 17f-7 of the 1940 Act, dated June 1, 2001 – (xvii)
 
   
(vi)
  Amendment to Custodian Agreement to add Enhanced Income Fund, dated July 1, 2003 – (xix)
 
   
(vii)
  Amendment to Custodian Agreement to add Mid-Cap Value Fund and Treasury Inflation Protected Securities Fund, dated June 30, 2004 – (xxi)
 
   
(viii)
  Amendment to Custodian Agreement to add Small Cap Value Opportunity Fund, dated March 31, 2006 — (xxvii)
 
   
(h)(i)
  Transfer Agency and Service Agreement between the American AAdvantage Funds and State Street Bank and Trust Company, dated January 1, 1998 — (v)
 
   
(ii)
  Amendment to Transfer Agency Agreement to add Small Cap Value Fund, dated January 1, 1999 – (ix)
C-6

 


 

     
(iii)
  Amendment to Transfer Agency Agreement to add four new AAdvantage Funds, dated July 31, 2000 – (xvii)
 
   
(iv)
  Amendment to Transfer Agency Agreement to add High Yield Bond Fund, dated December 29, 2000 – (xi)
 
   
(v)
  Amendment to Transfer Agency Agreement regarding anti-money laundering procedures, dated September 24, 2002 – (xvii)
 
   
(vi)
  Securities Lending Authorization Agreement between American AAdvantage Funds and State Street Bank and Trust Company, dated January 2, 1998 – (v)
 
   
(vii)
  Amendment to Securities Lending Authorization Agreement to add Large Cap Growth Fund and Emerging Markets Fund, dated July 31, 2000 – (xi)
 
   
(viii)
  Amendment to Securities Lending Authorization Agreement to add Small Cap Value Fund, dated January 1, 1999 – (xii)
 
   
(ix)
  Service Plan Agreement for the American AAdvantage Funds PlanAhead Class, dated August 1, 1994 – (iv)
 
   
(x)
  Credit Agreement between AMR Investment Services Trust, American AAdvantage Funds, American AAdvantage Mileage Funds, and AMR Investment Services, Inc., dated December 1, 1999 – (vii)
 
   
(xi)
  Amendment to Credit Agreement to add Large Cap Growth, Emerging Markets, Small Cap Index and International Equity Index Funds, dated July 31, 2000 – (ix)
 
   
(xii)
  Amendment to Credit Agreement to add High Yield Bond Fund, dated December 28, 2000 – (xi)
 
   
(xiii)
  Amendment to Credit Agreement to remove master-feeder funds, dated March 1, 2002 – (xvi)
 
   
(xiv)
  Administrative Services Agreement among American AAdvantage Funds, American AAdvantage Mileage Funds, AMR Investment Services Trust, AMR Investment Services, Inc. and State Street Bank and Trust Company, dated November 29, 1999 – (vii)
 
   
(xv)
  Purchase Agreement between American AAdvantage Funds and John H. Harland Company, dated December 1, 2001 – (xv)
 
   
(xvi)
  Service Plan Agreement for the American AAdvantage Funds Service Class, dated February 21, 2003 – (xviii)
 
   
(xvii)
  Amendment to Transfer Agency and Service Agreement to add Enhanced Income Fund, dated July 1, 2003 – (xix)
 
   
(xviii)
  Amendment to Credit Agreement to add Enhanced Income Fund, dated July 1, 2003 – (xix)
 
   
(xix)
  Securities Lending Agency and Collateral Management Agreement between American AAdvantage Funds, on behalf of High Yield Bond Fund, and Metropolitan West Securities, LLC, dated January 3, 2004 – (xx)
C-7

 


 

     
(xx)
  Indemnity Agreement between Wachovia Bank, N.A. and American AAdvantage High Yield Bond Fund, dated January 13, 2004 – (xx)
 
   
(xxi)
  Amendment to Transfer Agency and Service Agreement to add Mid-Cap Value Fund and Treasury Inflation Protected Securities Fund, dated June 30, 2004 – (xxi)
 
   
(xxii)
  Amendment to Securities Lending Authorization Agreement to add Mid-Cap Value Fund, dated June 30, 2004 – (xxi)
 
   
(xxiii)
  Amendment to Administrative Services Agreement among American AAdvantage Funds, American AAdvantage Mileage Funds, AMR Investment Services Trust, AMR Investment Services, Inc. and State Street Bank and Trust Company to add Mid-Cap Value Fund and Emerging Markets Fund, dated June 30, 2004 – (xxi)
 
   
(xxiv)
  Amendment to Securities Lending Authorization Agreement regarding lending in new countries, dated August 12, 2005 – (xxiv)
 
   
(xxv)
  Amendment to Transfer Agency and Service Agreement to add Small Cap Value Opportunity Fund, dated March 31, 2006 – (xxvii)
 
   
(xxvi)
  Amendment to Securities Lending Authorization Agreement to add Small Cap Value Opportunity Fund, dated March 31, 2006 – (xxvii)
 
   
(h)
  Amendment to Transfer Agency Agreement regarding name change, dated March 26, 2004 — filed herewith — (xxvii)
 
   
(i)
  Opinion and consent of counsel – filed herewith
 
   
(j)
  Consent of Independent Auditors – filed herewith
 
   
(k)
  Financial statements omitted from prospectus — none
 
   
(l)
  Letter of investment intent – (iv)
 
   
(m)(i)
  Plan pursuant to Rule 12b-1 for the Institutional, Cash Management, PlanAhead and AMR Classes – (iv)
 
   
(ii)
  Plan pursuant to Rule 12b-1 for the Platinum Class – (iv)
 
   
(iii)
  Plan pursuant to Rule 12b-1 for the Service Class – (xviii)
 
   
(n)(i)
  Amended and Restated Plan pursuant to Rule 18f-3 – (iv)
 
   
(ii)
  Amended and Restated Plan pursuant to Rule 18f-3, dated December 1, 2001 – (xv)
 
   
(iii)
  Amended and Restated Plan pursuant to Rule 18f-3, dated May 1, 2003 – (xix)
 
   
(p)(i)
  Code of Ethics of Registrant, American Beacon Mileage Funds, American Beacon Select Funds and American Beacon Master Trust, dated September 29, 2006 – filed herewith
 
   
(ii)
  Code of Ethics of American Beacon Advisors, Inc., dated November 15, 2006 – filed herewith
 
   
(iii)
  Code of Ethics of State Street Master Funds, dated September 16, 2004 – (xxiii)
C-8

 


 

     
(iv)
  Code of Ethics of Barrow, Hanley, Mewhinney & Strauss, Inc., dated January, 2007 – filed herewith
 
   
(v)
  Code of Ethics of Brandywine Asset Management, LLC, dated December 2006 – filed herewith
 
   
(vi)
  Code of Ethics of Brown Brothers Harriman & Co., dated November 2006 – filed herewith
 
   
(vii)
  Code of Ethics of Calamos Advisors, LLC, dated December 2006 – filed herewith
 
   
(viii)
  Code of Ethics of Causeway Capital Management LLC, dated January 2006 – filed herewith
 
   
(ix)
  Code of Ethics of Dreman Value Management, LLC, — filed herewith
 
   
(x)
  Code of Ethics of Franklin Advisors, Inc., dated May 2006 – filed herewith
 
   
(xi)
  Code of Ethics of Goldman Sachs Asset Management, L.P., dated January 23, 2007 – filed herewith
 
   
(xii)
  Code of Ethics of Hotchkis and Wiley Capital Management, LLC, dated May 2006 – filed herewith
 
   
(xiii)
  Code of Ethics of Lazard Asset Management LLC, dated February 2006 – filed herewith
 
   
(xiv)
  Code of Ethics of Metropolitan West Capital Management, LLC, dated October 4, 2006 – filed herewith
 
   
(xv)
  Code of Ethics of Morgan Stanley Investment Management, dated December 2006 – filed herewith
 
   
(xvi)
  Code of Ethics of NISA Investment Advisors, L.L.C., dated February 2007 – filed herewith
 
   
(xvii)
  Code of Ethics of Opus Capital Management, Inc., dated January 2006 – filed herewith
 
   
(xviii)
  Code of Ethics of PanAgora Asset Management, Inc., dated July 2006 — filed herewith
 
   
(xix)
  Code of Ethics of Post Advisory Group, dated July 2006 – filed herewith
 
   
(xx)
  Code of Ethics of Pzena Investment Management, LLC, dated January 1, 2006 – filed herewith
 
   
(xxi)
  Code of Ethics of SSgA Funds Management, Inc., dated October 2005 – filed herewith
 
   
(xxii)
  Code of Ethics of Templeton Investments, dated May 2006 – filed herewith
 
   
(xxiii)
  Code of Ethics of Mellon Financial Corporation, parent company of The Boston Company Asset Management, LLC, dated February 2006 – filed herewith
 
   
(xxiv)
  Code of Ethics of The Renaissance Group, dated June 2006 – filed herewith
C-9

 


 

     
Other:
  Powers of Attorney for Trustees (Alan D. Feld, Stephen D. O’Sullivan, and Kneeland Youngblood) – (ii)
 
   
 
  Powers of Attorney for Trustees (R. Gerald Turner) – (xiii)
 
   
 
  Powers of Attorney for Trustees (W. Humphrey Bogart, Brenda A. Cline, and Richard A. Massman) – (xxii)
 
   
 
  Powers of Attorney for Trustees of the Quantitative Master Series Trust – (xxiii)
 
   
 
  Powers of Attorney for Trustees of the State Street Equity 500 Index Portfolio – (viii)
 
#   Incorporated by reference to Post-Effective Amendment No. 4 to the Registration Statement of the American AAdvantage Funds on Form N-1A as filed with the Securities and Exchange Commission on December 31, 1990.
 
(i)   Incorporated by reference to Post-Effective Amendment No. 15 to the Registration Statement of the American AAdvantage Funds on Form N-1A as filed with the Securities and Exchange Commission on December 22, 1995.
 
(ii)   Incorporated by reference to Post-Effective Amendment No. 19 to the Registration Statement of the American AAdvantage Funds on Form N-1A as filed with the Securities and Exchange Commission on February 13, 1997.
 
(iii)   Incorporated by reference to Post-Effective Amendment No. 20 to the Registration Statement of the American AAdvantage Funds on Form N-1A as filed with the Securities and Exchange Commission on July 1, 1997.
 
(iv)   Incorporated by reference to Post-Effective Amendment No. 23 to the Registration Statement of the American AAdvantage Funds on Form N-1A as filed with the Securities and Exchange Commission on December 18, 1997.
 
(v)   Incorporated by reference to Post-Effective Amendment No. 24 to the Registration Statement of the American AAdvantage Funds on Form N-1A as filed with the Securities and Exchange Commission on February 27, 1998.
 
(vi)   Incorporated by reference to Post-Effective Amendment No. 25 to the Registration Statement of the American AAdvantage Funds on Form N-1A as filed with the Securities and Exchange Commission on October 15, 1998.
 
(vii)   Incorporated by reference to Post-Effective Amendment No. 28 to the Registration Statement of the American AAdvantage Funds on Form N-1A as filed with the Securities and Exchange Commission on December 21, 1999.
 
(viii)   Incorporated by reference to Post-Effective Amendment No. 29 to the Registration Statement of the American AAdvantage Funds on Form N-1A as filed with the Securities and Exchange Commission on March 1, 2000.
 
(ix)   Incorporated by reference to Post-Effective Amendment No. 32 to the Registration Statement of the American AAdvantage Funds on Form N-1A as filed with the Securities and Exchange Commission on July 7, 2000.

C-10


 

(x)   Incorporated by reference to Post-Effective Amendment No. 33 to the Registration Statement of the American AAdvantage Funds on Form N-1A as filed with the Securities and Exchange Commission on October 11, 2000.
 
(xi)   Incorporated by reference to Post-Effective Amendment No. 34 to the Registration Statement of the American AAdvantage Funds on Form N-1A as filed with the Securities and Exchange Commission on December 29, 2000.
 
(xii)   Incorporated by reference to Post-Effective Amendment No. 35 to the Registration Statement of the American AAdvantage Funds on Form N-1A as filed with the Securities and Exchange Commission on February 28, 2001.
 
(xiii)   Incorporated by reference to Post-Effective Amendment No. 37 to the Registration Statement of the American AAdvantage Funds on Form N-1A as filed with the Securities and Exchange Commission on October 1, 2001.
 
(xiv)   Incorporated by reference to Post-Effective Amendment No. 38 to the Registration Statement of the American AAdvantage Funds on Form N-1A as filed with the Securities and Exchange Commission on November 30, 2001.
 
(xv)   Incorporated by reference to Post-Effective Amendment No. 39 to the Registration Statement of the American AAdvantage Funds on Form N-1A as filed with the Securities and Exchange Commission on March 1, 2002.
 
(xvi)   Incorporated by reference to Post-Effective Amendment No. 41 to the Registration Statement of the American AAdvantage Funds on Form N-1A as filed with the Securities and Exchange Commission on October 1, 2002.
 
(xvii)   Incorporated by reference to Post-Effective Amendment No. 42 to the Registration Statement of the American AAdvantage Funds on Form N-1A as filed with the Securities and Exchange Commission on February 28, 2003.
 
(xviii)   Incorporated by reference to Post-Effective Amendment No. 45 to the Registration Statement of the American AAdvantage Funds on Form N-1A as filed with the Securities and Exchange Commission on May 1, 2003.
 
(xix)   Incorporated by reference to Post-Effective Amendment No. 46 to the Registration Statement of the American AAdvantage Funds on Form N-1A as filed with the Securities and Exchange Commission on July 1, 2003.
 
(xx)   Incorporated by reference to Post-Effective Amendment No. 48 to the Registration Statement of the American AAdvantage Funds on Form N-1A as filed with the Securities and Exchange Commission on March 1, 2004.
 
(xxi)   Incorporated by reference to Post-Effective Amendment No. 50 to the Registration Statement of the American AAdvantage Funds on Form N-1A as filed with the Securities and Exchange Commission on June 30, 2004.
 
(xxii)   Incorporated by reference to Post-Effective Amendment No. 51 to the Registration Statement of the American AAdvantage Funds on Form N-1A as filed with the Securities and Exchange Commission on December 15, 2004.

C-11


 

(xxiii)   Incorporated by reference to Post-Effective Amendment No. 52 to the Registration Statement of the American Beacon Funds on Form N-1A as filed with the Securities and Exchange Commission on March 1, 2005.
 
(xxiv)   Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement of the American Beacon Funds on Form N-1A as filed with the Securities and Exchange Commission on September 30, 2005.
 
(xxv)   Incorporated by reference to Post-Effective Amendment No. 57 to the Registration Statement of the American Beacon Funds on Form N-1A as filed with the Securities and Exchange Commission on November 30, 2005.
 
(xxvi)   Incorporated by reference to Post-Effective Amendment No. 60 to the Registration Statement of the American Beacon Funds on Form N-1A as filed with the Securities and Exchange Commission on March 1, 2006.
 
(xxvii)   Incorporated by reference to Post-Effective Amendment No. 62 to the Registration Statement of the American Beacon Funds on Form N-1A as filed with the Securities and Exchange Commission on March 31, 2006.
Item 24. Persons Controlled by or under Common Control with Registrant
          None.
Item 25. Indemnification
     Article XI, Section 2 of the Declaration of Trust of the Trust provides that:
     (a) Subject to the exceptions and limitations contained in paragraph (b) below:
          (i) every person who is, or has been, a Trustee or officer of the Trust (hereinafter referred to as “Covered Person”) shall be indemnified by the appropriate portfolios to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Trustee or officer and against amounts paid or incurred by him in the settlement thereof;
          (ii) the words “claim,” “action,” “suit,” or “proceeding” shall apply to all claims, actions, suits or proceedings (civil, criminal or other, including appeals), actual or threatened while in office or thereafter, and the words “liability” and “expenses” shall include, without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.
     (b) No indemnification shall be provided hereunder to a Covered Person:
          (i) who shall have been adjudicated by a court or body before which the proceeding was brought (A) to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office or (B) not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust; or

C-12


 

          (ii) in the event of a settlement, unless there has been a determination that such Trustee or officer did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office (A) by the court or other body approving the settlement; (B) by at least a majority of those Trustees who are neither interested persons of the Trust nor are parties to the matter based upon a review of readily available facts (as opposed to a full trial-type inquiry); or (C) by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry); provided, however, that any Shareholder may, by appropriate legal proceedings, challenge any such determination by the Trustees, or by independent counsel.
     (c) The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not be exclusive of or affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such Trustee or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. Nothing contained herein shall affect any rights to indemnification to which Trust personnel, other than Trustees and officers, and other persons may be entitled by contract or otherwise under law.
     (d) Expenses in connection with the preparation and presentation of a defense to any claim, action, suit, or proceeding of the character described in paragraph (a) of this Section 2 may be paid by the applicable Portfolio from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such Covered Person that such amount will be paid over by him to the Trust if it is ultimately determined that he is not entitled to indemnification under this Section 2; provided, however, that:
          (i) such Covered Person shall have provided appropriate security for such undertaking;
          (ii) the Trust is insured against losses arising out of any such advance payments; or
          (iii) either a majority of the Trustees who are neither interested persons of the Trust nor parties to the matter, or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a trial-type inquiry or full investigation), that there is reason to believe that such Covered Person will be found entitled to indemnification under this Section 2.
     According to Article XII, Section 1 of the Declaration of Trust, the Trust is a trust, not a partnership. Trustees are not liable personally to any person extending credit to, contracting with or having any claim against the Trust, a particular Portfolio or the Trustees. A Trustee, however, is not protected from liability due to willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

C-13


 

     Article XII, Section 2 provides that, subject to the provisions of Section 1 of Article XII and to Article XI, the Trustees are not liable for errors of judgment or mistakes of fact or law, or for any act or omission in accordance with advice of counsel or other experts or for failing to follow such advice.
Item 26. I. Business and Other Connections of Investment Manager
     American Beacon Advisors, Inc. (the “Manager”), 4151 Amon Carter Boulevard, MD 2450, Fort Worth, Texas 76155, offers investment management and administrative services. Information as to the officers and directors of the Manager is included in its current Form ADV (SEC File No. 801-29198) filed with the SEC.
II. Business and Other Connections of Investment Advisers
     The investment advisers listed below provide investment advisory services to the Trust.
     American Beacon Advisors, Inc., 4151 Amon Carter Blvd., MD 2450, Fort Worth, Texas 76155.
     Barrow, Hanley, Mewhinney & Strauss, Inc., 2200 Ross Avenue, 31 st Floor, Dallas, Texas 75201.
     Brandywine Asset Management, LLC, 201 North Walnut Street, Wilmington, Delaware 19801.
     Brown Brothers Harriman & Co., 140 Broadway, New York, New York 10005.
     Calamos Advisors LLC, 2020 Calamos Court, Naperville, Illinois 60563.
     Causeway Capital Management LLC, 11111 Santa Monica Blvd., Suite 1550, Los Angeles, California 90025.
     Dreman Value Management LLC, Harborside Financial Center, Plaza 10, Suite 800, Jersey City, New Jersey 07311.
     Franklin Advisers, Inc., One Franklin Parkway, San Mateo, CA 94403.
     Goldman Sachs Asset Management, L.P., 32 Old Slip, New York, New York 10005.
     Hotchkis and Wiley Capital Management, LLC, 725 South Figueroa Street, 39 th Floor, Los Angeles, California 90017.
     Lazard Asset Management LLC, 30 Rockefeller Plaza, New York, New York 10112.
     Metropolitan West Capital Management, LLC, 610 Newport Center Drive, Suite 1000, Newport Beach, California 92660.

C-14


 

     Morgan Stanley Investment Management Inc., 1221 Avenue of the Americas, New York, New York 10020.
     NISA Investment Advisors, LLC, 150 N. Meramec Avenue, Suite 640, St. Louis, Missouri 63105.
     Opus Capital Management, Inc., One West Fourth Street, Suite 415, Cincinnati, Ohio 45202.
     PanAgora Asset Management, Inc., 260 Franklin Street, 22nd Floor, Boston, MA 02110.
     Post Advisory Group, LLC, 11755 Wilshire Blvd., Suite 1400, Los Angeles, California 90025.
     Pzena Investment Management, LLC, 120 West 45 th Street, 20 th Floor, New York, New York 10036.
     SSgA Funds Management. Inc., One Lincoln Street, Boston, Massachusetts 02111-2900
     Templeton Investment Counsel, LLC, 500 East Broward Boulevard, Suite 2100, Ft. Lauderdale, Florida 33394.
     The Boston Company Asset Management, LLC, One Boston Place, Boston, Massachusetts 02108.
     The Renaissance Group LLC, The Baldwin Center, 625 Eden Park Drive, Suite 1200, Cincinnati, OH 45202.
     Information as to the officers and directors of each of the above investment advisers is included in that adviser’s current Form ADV filed with the SEC and is incorporated by reference herein.
Item 27. Principal Underwriter
     (a) Foreside Fund Services, LLC (“FFS”), the Trust’s principal underwriter, also serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:
Century Capital Management Trust
Forum Funds
Henderson Global Funds
Ironwood Series Trust
Monarch Funds
Sound Shore Fund, Inc.
Bridgeway Funds, Inc.
American Beacon Mileage Funds
American Beacon Select Funds
Wintergreen Fund, Inc.
     (b) The following table identifies the officers of FFS and their positions, if any, with the Trust. The business address of each of these individuals is Two Portland Square, First Floor, Portland, Maine 04101.

C-15


 

         
Name   Position with Underwriter   Position with Trust
Simon D. Collier
  Managing Partner and Principal Executive Officer   None
Carl A. Bright
  President and Treasurer   None
Richard J. Berthy
  Vice President and Assistant Treasurer   None
Nanette K. Chern
  Chief Compliance Officer, Secretary and Vice President   None
Mark A. Fairbanks
  Vice President, Assistant Secretary and Deputy Chief Compliance Officer   None
Item 28. Location of Accounts and Records
     The books and other documents required by Section 31(a) under the Investment Company Act of 1940 are maintained in the physical possession of 1) the Trust’s custodian at State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110; 2) the Manager at American Beacon Advisors, Inc., 4151 Amon Carter Blvd., MD 2450, Fort Worth, Texas 76155; 3) the Trust’s transfer agent at Boston Financial Data Services, 330 West 9 th St., Kansas City, Missouri 64105; or 4) the Trust’s investment advisers at the addresses listed in Item 26 Part II above.
Item 29. Management Services
     All substantive provisions of any management-related service contract are discussed in Part A or Part B.
Item 30. Undertakings
Not applicable.

C-16


 

SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this amendment to its Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 64 to its Registration Statement on Form N-1A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth and the State of Texas, on March 1, 2007. No other material event requiring prospectus disclosure has occurred since the latest of the three dates specified in Rule 485(b)(2).
         
  AMERICAN BEACON FUNDS
 
 
  By:   /s/ William F. Quinn    
      William F. Quinn   
      President   
 
     Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 64 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
/s/ William F. Quinn
 
William F. Quinn
  President (Principal Executive Officer) and Trustee   March 1, 2007
 
       
/s/ Rebecca L. Harris
 
Rebecca L. Harris
  Treasurer (Principal Financial Officer)   March 1, 2007
 
       
/s/ Douglas G. Herring
 
Douglas G. Herring
  Executive Vice President and Trustee   March 1, 2007
 
       
W. Humphrey Bogart*
 
W. Humphrey Bogart
  Trustee    March 1, 2007
 
       
Brenda A. Cline*
 
Brenda A. Cline
  Trustee    March 1, 2007
 
       
Alan D. Feld*
 
Alan D. Feld
  Trustee    March 1, 2007
 
       
Richard A. Massman*
 
Richard A. Massman
  Trustee    March 1, 2007
 
       
Stephen D. O’Sullivan*
 
Stephen D. O’Sullivan
  Trustee    March 1, 2007
 
       
R. Gerald Turner*
 
R. Gerald Turner
  Trustee    March 1, 2007
 
       
Kneeland Youngblood*
 
Kneeland Youngblood
  Trustee    March 1, 2007
         
*By
  /s/William F. Quinn    
 
       
 
  William F. Quinn, Attorney-In-Fact    

 


 

SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, American Beacon Master Trust certifies that it meets all of the requirements for effectiveness of this amendment to the Registration Statement as it relates to American Beacon Master Trust pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 64 to its Registration Statement on Form N-1A as it relates to American Beacon Master Trust to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth and the State of Texas, on March 1, 2007. No other material event requiring prospectus disclosure has occurred since the latest of the three dates specified in Rule 485(b)(2).
         
  AMERICAN BEACON MASTER TRUST
 
 
  By:   /s/ William F. Quinn    
      William F. Quinn   
      President   
 
     Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 64 to the Registration Statement for the American Beacon Funds as it relates to American Beacon Master Trust has been signed below by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
/s/ William F. Quinn
 
William F. Quinn
  President (Principal Executive Officer) and Trustee   March 1, 2007
 
       
/s/ Rebecca L. Harris
 
Rebecca L. Harris
  Treasurer (Principal Financial Officer)   March 1, 2007
 
       
/s/ Douglas G. Herring
 
Douglas G. Herring
  Executive Vice President and Trustee   March 1, 2007
 
       
W. Humphrey Bogart*
 
W. Humphrey Bogart
  Trustee    March 1, 2007
 
       
Brenda A. Cline*
 
Brenda A. Cline
  Trustee    March 1, 2007
 
       
Alan D. Feld*
 
Alan D. Feld
  Trustee    March 1, 2007
 
       
Richard A. Massman*
 
Richard A. Massman
  Trustee    March 1, 2007
 
       
Stephen D. O’Sullivan*
 
Stephen D. O’Sullivan
  Trustee    March 1, 2007
 
       
R. Gerald Turner*
 
R. Gerald Turner
  Trustee    March 1, 2007
 
       
Kneeland Youngblood*
 
Kneeland Youngblood
  Trustee    March 1, 2007

2


 

         
*By
  /s/ William F. Quinn    
 
       
 
  William F. Quinn, Attorney-In-Fact    

3


 

SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, Quantitative Master Series Trust has duly caused this Post-Effective Amendment No. 64 to the Registration Statement on Form N-1A for the American Beacon Funds as it relates to the Quantitative Master Series Trust only to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Plainsboro and the State of New Jersey, on March 1, 2007. No other material event requiring disclosure has occurred since the latest of the three dates specified in Rule 485(b)(2).
         
  QUANTITATIVE MASTER SERIES TRUST
 
 
  By:   /s/ Donald C. Burke    
         Donald C. Burke, Attorney-in-Fact   
       
 
     Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 64 to the Registration Statement on Form N-1A for the American Beacon Funds as it relates to the Quantitative Master Series Trust only has been signed below by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
Robert C. Doll, Jr.*
 
Robert C. Doll, Jr.
  President (Principal Executive Officer) and Trustee   March 1, 2007
 
       
Donald C. Burke*
 
Donald C. Burke
  Vice President and Treasurer (Principal Financial and Accounting Officer)   March 1, 2007
 
       
Donald W. Burton*
 
Donald W. Burton
  Trustee    March 1, 2007
 
       
John F. O’Brien*
 
John F. O’Brien
  Trustee    March 1, 2007
 
       
David H. Walsh*
 
David H. Walsh
  Trustee    March 1, 2007
 
       
Fred G. Weiss*
 
Fred G. Weiss
  Trustee    March 1, 2007
         
*By
  /s/ Donald C. Burke    
 
       
 
  Donald C. Burke, Attorney-in-Fact    

4


 

SIGNATURES
     This Registration Statement contains certain disclosures regarding State Street Equity 500 Index Portfolio (the “Portfolio”), a series of State Street Master Funds (the “Trust”). The Trust has, subject to the next following sentence, duly caused this Post- Effective Amendment No. 64 to the Registration Statement on Form N-1A of the American Beacon Funds (the “Registrant”) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston and the Commonwealth of Massachusetts on March 1, 2007. The Trust is executing this Registration Statement only in respect of the disclosures contained herein specifically describing the Trust and the Portfolio, and hereby disclaims any responsibility or liability as to any other disclosures in this Registration Statement.
         
  STATE STREET MASTER FUNDS
 
 
  By:   /s/ James E. Ross*    
    James E. Ross  
    President, State Street Master Funds   
 
     This Registration Statement on Form N-1A of the Registrant has been signed below by the following persons, solely in the capacities indicated and subject to the next following sentence, on March 1, 2007. Each of the following persons is signing this Post-Effective Amendment No. 64 to this Registration Statement only in respect of the disclosures contained herein specifically describing the Trust and the Portfolio, and hereby disclaims any responsibility or liability as to any other disclosures in this Registration Statement.
     
SIGNATURE   TITLE
 
   
/s/ James E. Ross*
 
James E. Ross
  President (Principal Executive Officer), State Street Master Funds 
 
   
/s/ Gary L. French*
 
Gary L. French
  Treasurer (Principal Accounting Officer), State Street Master Funds 
 
   
William L. Boyan*
 
William L. Boyan
  Trustee, State Street Master Funds 
 
   
Michael F. Holland*
 
Michael F. Holland
  Trustee, State Street Master Funds 
 
   
Rina K. Spence*
 
Rina K. Spence
  Trustee, State Street Master Funds 
 
   
Douglas T. Williams*
 
Douglas T. Williams
  Trustee, State Street Master Funds 
         
*By:
  /s/ Tim Walsh    
 
       
 
  Tim Walsh    
 
  as Attorney-in-Fact pursuant to Powers of Attorney    

5


 

INDEX TO EXHIBITS
     
Exhibit    
Number   Description
 
   
(d)(ii)(DDD)
  Investment Advisory Agreement between American Beacon Advisors, Inc. and Franklin Advisors, Inc., dated September 12, 2006 – filed herewith
 
   
(d)(ii)(EEE)
  Investment Advisory Agreement between American Beacon Advisors, Inc. and The Renaissance Group, LLC, dated September 2006 – filed herewith
 
   
(h)(xxvii)
  Amendment to Transfer Agency Agreement regarding name change, dated March 26, 2004 — filed herewith
 
   
(i)
  Opinion and consent of counsel – filed herewith
 
   
(j)
  Consent of Independent Auditors – filed herewith
 
   
(p)(i)
  Code of Ethics of Registrant, American Beacon Mileage Funds, American Beacon Select Funds and American Beacon Master Trust, dated September 29, 2006 – filed herewith
 
   
(ii)
  Code of Ethics of American Beacon Advisors, Inc., dated November 15, 2006 – filed herewith
 
   
(iv)
  Code of Ethics of Barrow, Hanley, Mewhinney & Strauss, Inc., dated January, 2007 – filed herewith
 
   
(v)
  Code of Ethics of Brandywine Asset Management, LLC, dated December 2006 – filed herewith
 
   
(vi)
  Code of Ethics of Brown Brothers Harriman & Co., dated November 2006 – filed herewith
 
   
(vii)
  Code of Ethics of Calamos Advisors, LLC, dated December 2006 – filed herewith
 
   
(viii)
  Code of Ethics of Causeway Capital Management LLC, dated January 2006 – filed herewith
 
   
(ix)
  Code of Ethics of Dreman Value Management, LLC, — filed herewith
 
   
(x)
  Code of Ethics of Franklin Advisors, Inc., dated May 2006 – filed herewith
 
   
(xi)
  Code of Ethics of Goldman Sachs Asset Management, L.P., dated January 23, 2007 – filed herewith
 
   
(xii)
  Code of Ethics of Hotchkis and Wiley Capital Management, LLC, dated May 2006 – filed herewith
 
   
(xiii)
  Code of Ethics of Lazard Asset Management LLC, dated February 2006 – filed herewith
 
   
(xiv)
  Code of Ethics of Metropolitan West Capital Management, LLC, dated October 4, 2006 – filed herewith

 


 

     
(xv)
  Code of Ethics of Morgan Stanley Investment Management, dated December 2006 – filed herewith
 
   
(xvi)
  Code of Ethics of NISA Investment Advisors, L.L.C., dated February 2007 – filed herewith
 
   
(xvii)
  Code of Ethics of Opus Capital Management, Inc., dated January 2006 – filed herewith
 
   
(xviii)
  Code of Ethics of PanAgora Asset Management, Inc., dated July 2006 – filed herewith
 
   
(xix)
  Code of Ethics of Post Advisory Group, dated July 2006 – filed herewith
 
   
(xx)
  Code of Ethics of Pzena Investment Management, LLC, dated January 1, 2006 – filed herewith
 
   
(xxi)
  Code of Ethics of SSgA Funds Management, Inc., dated October 2005 – filed herewith
 
   
(xxii)
  Code of Ethics of Templeton Investments, dated May 2006 – filed herewith
 
   
(xxiii)
  Code of Ethics of Mellon Financial Corporation, parent company of The Boston Company Asset Management, LLC, dated February 2006 – filed herewith
 
   
(xxiv)
  Code of Ethics of The Renaissance Group, dated June 2006 – filed herewith

2

 

Exhibit 99(d)(ii)(DDD)
AMERICAN BEACON FUNDS
INVESTMENT ADVISORY AGREEMENT
     AGREEMENT made this 12 th day of September, 2006 by and between American Beacon Advisors, Inc., a Delaware Corporation (the “Manager”), and Franklin Advisers, Inc. (the “Adviser”);
     WHEREAS, American Beacon Funds (the “Trust”), a Massachusetts Business Trust, is an open-end, diversified management investment company registered under the Investment Company Act of 1940, as amended, consisting of several series (portfolios) of shares, each having its own investment policies; and
     WHEREAS, the Trust has retained the Manager to provide the Trust with business and asset management services, subject to the control of the Board of Trustees;
     WHEREAS, the Trust’s agreement with the Manager permits the Manager to delegate to other parties certain of its asset management responsibilities; and
     WHEREAS, the Manager desires to retain the Adviser to render investment management services to the Trust with respect to certain of its investment portfolios and such other investment portfolios as the Trust and the Adviser may agree upon and so specify in the Schedule(s) attached hereto (collectively the “Portfolios”) and as described in the Trust’s registration statement on Form N-1A as amended from time to time, and the Adviser is willing to render such services;
     NOW, THEREFORE, in consideration of mutual covenants herein contained, the parties hereto agree as follows:
     1.  Duties of the Adviser . The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment

 


 

decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.
     2.  Portfolio Transactions . The Adviser is authorized to select the brokers or dealers (including, to the extent permitted by law and applicable Trust guidelines, the Adviser or any of its affiliates) that will execute the purchases and sales of portfolio securities for the Portfolios and is directed to use its best efforts to obtain best execution as described in the Trust’s current registration statement as amended from time to time. In selecting brokers or dealers, the Adviser may give consideration to factors other than price, including, but not limited to, research services and market information. Any such services or information which the Adviser receives in connection with activities for the Trust may also be used for the benefit of other clients and customers of the Adviser or any of its affiliates. The Adviser will promptly communicate to the Manager and to the officers and the Trustees of the Trust such information relating to portfolio transactions as they may reasonably request.
     3.  Voting Rights . The Trust will exercise voting rights on any assets held in the Portfolios except that decisions on bond tender offers and consent solicitations will be made by Adviser provided that Adviser receives them from a Portfolio custodian in a timely manner.
     4.  Compensation of the Adviser . For the services to be rendered by the Adviser as provided in Sections 1 and 2 of this Agreement, the Manager shall pay to the Adviser compensation at the rate specified in Schedule(s) attached hereto and made a part of this Agreement. Such compensation shall be paid to the Adviser quarterly in arrears, and shall be calculated by applying the annual percentage rate(s) as specified in the attached Schedule(s) to the average daily assets of the specified Portfolios during the relevant quarter. Solely for the purpose of calculating the applicable annual percentage rates specified in the attached Schedule(s), there shall be included such other assets as are specified in said Schedule(s).
     The Adviser agrees that, except with respect to Excepted Accounts, as defined below:
(1) the blended fee in basis points contracted with the Manager will not exceed the blended fee in basis points contracted with a US dollar high yield bond account with the same or smaller size (including other accounts managed for the same client); and (2) the actual annual dollar fee paid by any other client of the same or larger size for whom the Adviser manages a US dollar high yield bond account under an asset based fee arrangement (i.e., not a performance fee arrangement) will not be less than the actual annual dollar fee paid by the Manager. In the event that the fee charged to the Manager exceeds the fee charged to an account described in (1) or (2) above, which description does not include Excepted Accounts, the fee charged to the Manager shall automatically be reduced to match the fee charged to such other account from the time such fee is charged to such other account. “Excepted Accounts” shall mean: (i) the Franklin Templeton High Income Fund, a series of Franklin Global Trust; and (ii) the Franklin Templeton internal account (Franklin Advisers – Separate Account for high yield).

 


 

     5.  Other Services . At the request of the Trust or the Manager, the Adviser in its discretion may make available to the Trust office facilities, equipment, personnel, and other services. Such office facilities, equipment, personnel and services shall be provided for or rendered by the Adviser and billed to the Trust or the Manager at a price to be agreed upon by the Adviser and the Trust or the Manager.
     6.  Reports . The Manager (on behalf of the Trust) and the Adviser agree to furnish to each other, if applicable, current prospectuses, proxy statements, reports to shareholders, certified copies of their financial statements, and such other information with regard to their affairs as each may reasonably request.
     7.  Status of Adviser . The services of the Adviser to the Trust are not to be deemed exclusive, and the Adviser and its directors, officers, employees and affiliates shall be free to render similar services to others so long as its services to the Trust are not impaired thereby. The Adviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Manager or the Trust in any way or otherwise be deemed an agent to the Manager of the Trust.
     8.  Certain Records . Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Investment Company Act of 1940 which are prepared or maintained by the Adviser on behalf of the Manager or the Trust are the property of the Adviser, which will promptly give copies of such records to the Manager or Trust within a reasonable time after written request by them.
     9.  Liability of Adviser . The Adviser shall have no liability to the Trust, its shareholders or any third party arising out of or related to this Agreement except with respect to claims which occur due to any willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
     10.  Permissible Interests . To the extent permitted by law, Trustees, agents, and shareholders of the Trust are or may be interested in the Adviser (or any successor thereof) as directors, partners, officers, or shareholders, or otherwise; directors, partners, officers, agents, and shareholders of the Adviser are or may be interested in the Trust as Trustees, shareholders or otherwise; and the Adviser (or any successor thereof) is or may be interested in the Trust as a shareholder or otherwise; provided that all such interests shall be fully disclosed between the parties on an ongoing basis and in the Trust’s registration statement as required by law.
     11.  Duration and Termination . This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to

 


 

serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be “specifically approved at least annually” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address.
     As used in this Section 11, the terms “assignment”, “interested persons”, and a “vote of a majority of the outstanding voting securities” shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.
     12.  Severability . If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
     A copy of the Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is not binding upon any of the Trustees, officers, or shareholders of the Trust individually.
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above.
                 
Franklin Advisers, Inc.       American Beacon Advisors, Inc.
 
               
By
          By    
 
               
 
                   William F. Quinn
 
                   Charirman and CEO
 
               
Its
               
 
 
 
           

 

 

Exhibit 99(d)(ii)(EEE)
AMERICAN BEACON FUNDS
INVESTMENT ADVISORY AGREEMENT
     AGREEMENT made this ___ day of                      , 2006 by and between American Beacon Advisors, Inc., a Delaware Corporation (the “Manager”), and The Renaissance Group LLC, dba Renaissance Investment Management (the “Adviser”);
     WHEREAS, American Beacon Funds (the “Trust”), a Massachusetts Business Trust, is an open-end, diversified management investment company registered under the Investment Company Act of 1940, as amended, consisting of several series (portfolios) of shares, each having its own investment policies; and
     WHEREAS, the Trust has retained the Manager to provide the Trust with business and asset management services, subject to the control of the Board of Trustees;
     WHEREAS, the Trust’s agreement with the Manager permits the Manager to delegate to other parties certain of its asset management responsibilities; and
     WHEREAS, the Manager desires to retain the Adviser to render investment management services to the Trust with respect to certain of its investment portfolios and such other investment portfolios as the Trust and the Adviser may agree upon and so specify in the Schedule(s) attached hereto (collectively the “Portfolios”) and as described in the Trust’s registration statement on Form N-1A as amended from time to time, and the Adviser is willing to render such services;
     NOW, THEREFORE, in consideration of mutual covenants herein contained, the parties hereto agree as follows:
     1.  Duties of the Adviser . The Manager employs the Adviser to manage the investment and reinvestment of such portion, if any, of the Portfolios’ assets as is designated by the Manager from time to time, and, with respect to such assets, to continuously review, supervise, and administer the investment program of the Portfolios, to determine in the Adviser’s discretion the securities to be purchased or sold, to provide the Manager and the Trust with records concerning the Adviser’s activities which the Trust is required to maintain, and to render regular reports to the Manager and to the Trust’s officers and Trustees concerning the Adviser’s discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the Manager’s oversight and the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust’s current registration statement as amended from time to time and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services for the compensation specified herein and to provide at its own expense the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. (With respect to any of the Portfolio assets allocated for management by the Adviser, the Adviser can request that the Manager make the investment

1


 

decisions with respect to that portion of assets which the Adviser deems should be invested in short-term money market instruments. The Manager agrees to provide this service.) The Manager will instruct the Trust’s Custodian(s) to hold and/or transfer the Portfolios’ assets in accordance with Proper Instructions received from the Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) specified in the applicable agreement(s) between the Trust and its custodian(s).) The Adviser will not be responsible for the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement.
     2.  Portfolio Transactions . The Adviser is authorized to select the brokers or dealers (including, to the extent permitted by law and applicable Trust guidelines, the Adviser or any of its affiliates) that will execute the purchases and sales of portfolio securities for the Portfolios and is directed to use its best efforts to obtain best execution as described in the Trust’s current registration statement as amended from time to time. In selecting brokers or dealers, the Adviser may give consideration to factors other than price, including, but not limited to, research services and market information. Any such services or information which the Adviser receives in connection with activities for the Trust may also be used for the benefit of other clients and customers of the Adviser or any of its affiliates. The Adviser will promptly communicate to the Manager and to the officers and the Trustees of the Trust such information relating to portfolio transactions as they may reasonably request.
     3.  Voting Rights . The Trust will exercise voting rights on any assets held in the Portfolios.
     4.  Compensation of the Adviser . For the services to be rendered by the Adviser as provided in Sections 1 and 2 of this Agreement, the Manager shall pay to the Adviser compensation at the rate specified in Schedule(s) attached hereto and made a part of this Agreement. Such compensation shall be paid to the Adviser quarterly in arrears, and shall be calculated by applying the annual percentage rate(s) as specified in the attached Schedule(s) to the average daily assets of the specified Portfolios during the relevant quarter. Solely for the purpose of calculating the applicable annual percentage rates specified in the attached Schedule(s), there shall be included such other assets as are specified in said Schedule(s).
     The Adviser agrees : (1) that the blended fee in basis points charged to the Manager will not exceed the blended fee in basis points charged to any other client with a large cap growth account of the same or smaller size; and (2) that the actual annual dollar fee paid by any other client with a large cap growth account of the same or larger size for whom the Adviser provides investment advisory services under an asset based fee arrangement (i.e., not a performance fee arrangement) will not be less than the actual annual dollar fee paid by the Manager. In the event that the fee charged to the Manager exceeds the fee charged to an account described in (1) or (2) above, the fee charged to the Manager shall automatically be reduced to match the fee charged to such other account from the time such fee is charged to such other account.
     For purposes of this clause, a large cap growth account shall specifically exclude a) the Atlas Strategic Growth Fund, b) all wrap programs (as this term is generally understood in the industry) that Adviser currently participates in, and c) all wrap programs that Adviser participates in prospectively for a period of 12 months from the date that the Adviser’s large cap

2


 

growth strategy becomes available in such program. Adviser’s clients with large cap growth accounts shall include a large cap growth account or group of accounts, where the provision of service is determined by Adviser, in its reasonable judgment, to be provided to one entity. In such situations where there exists more than one account from such entity, the determination of the blended fee rate will take into consideration only the large cap growth accounts managed under that relationship. However, for the purposes of determining the size of the relationship, the assets managed utilizing other Adviser strategies will be taken into consideration.
     5.  Other Services . At the request of the Trust or the Manager, the Adviser in its discretion may make available to the Trust office facilities, equipment, personnel, and other services. Such office facilities, equipment, personnel and services shall be provided for or rendered by the Adviser and billed to the Trust or the Manager at a price to be agreed upon by the Adviser and the Trust or the Manager.
     6.  Reports . The Manager (on behalf of the Trust) and the Adviser agree to furnish to each other, if applicable, current prospectuses, proxy statements, reports to shareholders, certified copies of their financial statements, and such other information with regard to their affairs as each may reasonably request.
     7.  Status of Adviser . The services of the Adviser to the Trust are not to be deemed exclusive, and the Adviser and its directors, officers, employees and affiliates shall be free to render similar services to others so long as its services to the Trust are not impaired thereby. The Adviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Manager or the Trust in any way or otherwise be deemed an agent to the Manager of the Trust.
     8.  Certain Records . Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Investment Company Act of 1940 which are prepared or maintained by the Adviser on behalf of the Manager or the Trust are the property of the Manager or the Trust and will be surrendered promptly to the Manager or Trust on request.
     9.  Liability of Adviser . The Adviser shall have no liability to the Trust, its shareholders or any third party arising out of or related to this Agreement except with respect to claims which occur due to any willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
     10.  Permissible Interests . To the extent permitted by law, Trustees, agents, and shareholders of the Trust are or may be interested in the Adviser (or any successor thereof) as directors, partners, officers, or shareholders, or otherwise; directors, partners, officers, agents, and shareholders of the Adviser are or may be interested in the Trust as Trustees, shareholders or otherwise; and the Adviser (or any successor thereof) is or may be interested in the Trust as a shareholder or otherwise; provided that all such interests shall be fully disclosed between the parties on an ongoing basis and in the Trust’s registration statement as required by law.

3


 

     11.  Duration and Termination . This Agreement, unless sooner terminated as provided herein, shall continue for two years after its initial approval as to each Portfolio and thereafter for periods of one year for so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the Investment Company Act of 1940 and rules thereunder. The foregoing requirement that continuance of this Agreement be “specifically approved at least annually” shall be construed in a manner consistent with the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Manager, by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 60 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the primary office of such party, unless such party has previously designated another address.
     As used in this Section 11, the terms “assignment”, “interested persons”, and a “vote of a majority of the outstanding voting securities” shall have the respective meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.
     12.  Severability . If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
     A copy of the Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is not binding upon any of the Trustees, officers, or shareholders of the Trust individually.

4


 

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above.
                     
The Renaissance Group LLC           American Beacon Advisors, Inc.
dba Renaissance Investment Management            
 
                   
By
          By        
                 
 
                  William F. Quinn
 
                  Charirman and CEO
 
                   
Its
                   
 
                   

5


 

Schedule A
to the
American Beacon Funds
Investment Advisory Agreement
between
American Beacon Advisors, Inc.
and
The Renaissance Group LLC, dba Renassiance Investment Management
     American Beacon Advisors, Inc. (“Manager”) shall pay compensation to The Renaissance Group LLC, dba Renaissance Investment Management (“Adviser”) pursuant to Section 4 of the Investment Advisory Agreement between said parties for rendering investment management services with respect to the American Beacon Large Cap Growth Fund in accordance with the following annual percentage rates for all Trust assets under Adviser’s management:
     
First $50 million   0.45 of 1%
Next $50 million   0.40 of 1%
Over $100 million   0.35 of 1%
     If the management of the accounts commences or terminates at any time other than the beginning or end of a calendar quarter, the fee shall be prorated based on the portion of such calendar quarter during which the Agreement was in force.
Dated: as of                      , 2006
                 
The Renaissance Group LLC,       American Beacon Advisors, Inc.
dba Renaissance Investment Management        
 
               
By:
          By:    
 
               
 
  Name:           William F. Quinn
 
  Title:           President

6

 

Exhibit (h)(xxvii)
AMENDMENT
To Transfer Agency and Service Agreement
Between
American AAdvantage Funds
And
State Street Bank and Trust Company
This Amendment is made as of this 26 th day of March 2004 between American AAdvantage Funds (the “Fund”) and State Street Bank and Trust Company (the “Bank”). In accordance with Article 2 (Fees and Expenses) and Article 17 (Amendment) of the Transfer Agency and Service Agreement between the Fund and the Transfer Agent dated January 1, 1998 (the “Agreement”) the parties desire to amend the Agreement as set forth herein.
NOW THEREFORE, the parties agree as follows:
1. Schedule 2.1. The Fee Schedule attached to the Agreement is hereby replaced and superceded by Schedule 2.1 (Fees) dated March 1, 2004 through February 28, 2007 and attached hereto;
2. All defined terms and definitions in the Agreement shall be the same in this amendment (the “2004 Fee Amendment”) except as specifically revised by this 2004 Fee Amendment; and
3. Except as specifically set forth in this 2004 Fee Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this 2004 Fee Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.
             
AMERICAN AADVANTAGE FUNDS     STATE STREET BANK AND TRUST COMPANY
 
           
By:
      By:    
 
           
 
          Joseph L. Hooley
 
          Executive Vice President
 
           
Title:
           
 
           

 


 

SCHEDULE 2.1
FEES

Dated: March 1, 2004 through February 28, 2007 (“Fee Term”)
General : Fees are billable on a monthly basis at the rate of 1/12 of the annual fee. A charge is made for an account in the month that an account opens or closes.
Annual Complex Fee
         
0-40 CUSIPS
  $ 430,000.00  
41-44 CUSIPS
  $ 470,000.00  
45-48 CUSIPS
  $ 500,000.00  
49-52 CUSIPS
  $ 520,000.00  
Annual Account Fees:
         
Open Account
  $ 8.50 /Account
Closed Account
  $ 2.40 /Account
Fiduciary Administration Fee*
  $ 12.00 /SSN
Regulatory/Compliance Fee
  $ .25 /Account**
*Note: Paid by Shareholder
**Note: The Fund agrees to pay the Bank a minimum fee of $200.00/month if per account fee total is less than $200.00/month.
Manual Activity Fees
         
New Account Set Up
  $ 4.50 /Each
Financial Transactions
  $ 2.00 /Each
Maintenance Transactions
  $ 1.25 /Each
Shareholder Telephone Calls
  $ 3.50 /Each
Letters to Shareholders
  $ 3.50 /Each
Other Fees
         
12b-1 eligible CUSIP
  $ 240.00 /Year
New CUSIP Implementation Fee
  $ 1,650.00 /Each
Short Term Trader Fee
       
Tracking Period
       
90 days or less
  $ .06 /Year
91-180 days
  $ .12 /Year
181-270 days
  $ .18 /Year
271 days-1 year
  $ .24 /Year
1 year-2 years
  $ .36 /Year
Out-of-Pocket Expenses : Out-of-pocket expenses are billed as incurred and include, but are not limited to: costs associated with mileage calculations, mailing expenses (i.e., statements, checks, printing, postage, etc.), telecommunication expenses, equipment and software expenses (client-site only), programming expenses, microfiche, freight, bank charges, custom billing, and all other expenses incurred on the Fund’s behalf.

 


 

SCHEDULE 2.1
FEES

Dated: March 1, 2004 through February 28, 2007
(continued)
Cost-of-Living Adjustment : Following the Fee Term, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent as provided in the Fee Term, the total fee for all services shall equal the fee that would be charged for the same services based on this a fee rate (as reflected in this Schedule 2.1) increased by the percentage increase for the twelve-month period of such previous calendar year of the Consumer Price Index for Urban Wage Earners and Clerical Workers, for the Boston area, as published bimonthly by the United States Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such Index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties.
             
AMERICAN AADVANTAGE FUNDS   STATE STREET BANK AND TRUST COMPANY
 
           
 
           
By:
      By:    
 
           
 
          Joseph L. Hooley
 
          Executive Vice President
 
           
Title:
           
 
           

 

 

Exhibit (i)
(K&L GATES LETTERHEAD)
February 28, 2007
American Beacon Funds
4151 Amon Carter Boulevard, MD 2450
Fort Worth, Texas 76155
Ladies and Gentlemen:
     We have acted as counsel to American Beacon Funds, a business trust formed under the laws of the Commonwealth of Massachusetts (the “Trust”), in connection with the filing with the Securities and Exchange Commission (the “SEC”) of Post-Effective Amendment No. 64 to the Trust’s Registration Statement on Form N-1A (File Nos. 33-11387; 811-4984) (the “Post-Effective Amendment”), registering an indefinite number of shares of beneficial interest of the (1) Institutional Class of the Balanced Fund, Large Cap Value Fund, Large Cap Growth Fund, Mid-Cap Value Fund, Small Cap Value Fund, Small Cap Value Opportunity Fund, International Equity Fund, Emerging Markets Fund, S&P 500 Index Fund, Small Cap Index Fund, International Equity Index Fund, High Yield Bond Fund, Intermediate Bond Fund, Short-Term Bond Fund, Treasury Inflation Protected Securities Fund and Money Market Fund, (2) PlanAhead Class of the Balanced Fund, Large Cap Value Fund, Mid-Cap Value Fund, Small Cap Value Fund, Small Cap Value Opportunity Fund, International Equity Fund, Emerging Markets Fund, S&P 500 Index Fund, High Yield Bond Fund, Enhanced Income Fund, Short-Term Bond Fund, Money Market Fund, U.S. Government Money Market Fund and Municipal Money Market Fund, (3) AMR Class of the Balanced Fund, Large Cap Value Fund, Large Cap Growth Fund, Mid-Cap Value Fund, Small Cap Value Fund, International Equity Fund and Emerging Markets Fund, (4) Service Class of the Balanced Fund, Large Cap Value Fund, Small Cap Value Fund and International Equity Fund, (5) Platinum Class of the Money Market Fund, Municipal Money Market Fund and U.S. Government Money Market Fund, and (6) Cash Management Class of the Money Market Fund and U.S. Government Money Market Fund, each a series of the Trust, (the “Shares”) under the Securities Act of 1933, as amended (the “1933 Act”).
     You have requested our opinion as to the matters set forth below in connection with the filing of the Post-Effective Amendment. For purposes of rendering that opinion, we have examined the Post-Effective Amendment, the Amended and Restated Declaration of Trust and By-Laws of the Trust and the action of the Trust’s Board of Trustees that provides for the issuance of the Shares, and we have made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinions, we have also relied on a certificate of an officer of the Trust. In rendering our opinion, we also have made the assumptions that are customary in opinion letters of this kind. We have not verified any of those assumptions.

 

 

Exhibit 99(j)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the references to our firm under the captions “Financial Highlights” and “Additional Information” in the Prospectuses and “Third Party Service Providers”, “Financial Statements” and “Other Service Providers” in the Statements of Additional Information and to the incorporation by reference and use of our reports dated December 28, 2006 on the financial statements and financial highlights of American Beacon Balanced Fund, American Beacon Large Cap Value Fund, American Beacon Large Cap Growth Fund, American Beacon Mid-Cap Value Fund, American Beacon Small Cap Value Fund, American Beacon Small Cap Value Opportunity Fund, American Beacon International Equity Fund, American Beacon Emerging Markets Fund, American Beacon High Yield Bond Fund, American Beacon Enhanced Income Fund, American Beacon Intermediate Bond Fund, and American Beacon Short-Term Bond Fund as of and for the year ended October 31, 2006; and the use of our reports dated February 27, 2007 on the financial statements and financial highlights of American Beacon Money Market Fund, American Beacon U.S. Government Money Market Fund, American Beacon Municipal Money Market Fund, American Beacon Treasury Inflation Protected Securities Fund, American Beacon S&P 500 Index Fund, American Beacon Small Cap Index Fund, American Beacon International Equity Index Fund, American Beacon Money Market Portfolio, American Beacon U.S. Government Money Market Portfolio and American Beacon Municipal Money Market Portfolio as of and for the year ended December 31, 2006 in the Registration Statement (Form N-1A) of the American Beacon Funds, which is filed with the Securities and Exchange Commission in the Post-Effective Amendment No. 64 to the Registration Statement under the Securities Act of 1933 (File No. 33-11387).
         
     
  /s/ ERNST & YOUNG LLP    
     
     
 
Dallas, Texas
February 27, 2007

 


 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Post-Effective Amendment No. 64 to Registration Statement No. 33-11387 on Form N-1A of American Beacon Funds of our reports dated February 26, 2007, relating to the financial statements and financial highlights of Master Small Cap Index Series and Master International Index Series, two of the series constituting Quantitative Master Series Trust (the “Trust”), appearing in the corresponding Annual Reports on Form N-CSR of the Trust for the year ended December 31, 2006, and to the references to us under the headings “Other Service Providers” and “Financial Statements” in the Statement of Additional Information, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP
Princeton, New Jersey
February 28, 2007

 

 

Exhibit 99(p)(i)
AMERICAN BEACON MASTER TRUST
AMERICAN BEACON FUNDS
AMERICAN BEACON MILEAGE FUNDS
AMERICAN BEACON SELECT FUNDS
CODE OF ETHICS
Dated September 29, 2006
A. Definitions. When used in this Code, the following terms shall have the meanings set forth below:
     “Access Person” means any officer or employee of the Trust.
     “Advisor” means American Beacon Advisors, Inc.
     “Automatic Investment Plan” means 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.
     “Beneficial Ownership” shall be interpreted in a manner consistent with Rule 16a-1(a)(2) under the Exchange Act. In general, this provision specifies that, to have beneficial ownership, a person must have the opportunity to profit directly or indirectly from a transaction in securities. Thus, an Access Person may be deemed to have beneficial ownership over securities held in accounts registered in the name of members of his or her immediate family sharing the same household (i.e. a spouse, children and relatives), or by certain partnerships, trusts, corporations or other arrangements.
     “Code” means this Code of Ethics.
     “Chief Compliance Officer” means the Trust officer designated by the Trustees as being responsible for receiving reports or notices and performing such other duties as required by the Code, as well as his or her designee.
     “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
     “Exempt Security” means (i) direct obligations of the Government of the United States, (ii) bankers’ acceptances, bank certificates of deposit, commercial paper, other high quality short-term debt instruments, including repurchase agreements, or (iii) shares of open-end investment companies with the exception of exchange-traded funds and the Funds, which are subject to various provisions of the Code as noted herein. In addition, as may be determined by the Chief Compliance Officer, a futures transaction and an option on certain broad-based securities indices will be deemed an “Exempt Security.”
     “Funds” means each of the series of the American Beacon Funds, American Beacon Mileage Funds and American Beacon Select Funds.
     “Initial Public Offering” means an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act.

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     “Investment Company Act” means the U.S. Investment Company Act of 1940, as amended.
     “Investment Personnel” includes the officers of the Trust who assist in the investment process.
     “Private Placement” means an offering that is exempt from registration under the Securities Act pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, 505, or Rule 506 under the Securities Act
     “Purchase or sale of a security” includes, among other transactions, the writing of an option to purchase or sell a non-Exempt Security.
     “Securities Act” means the U.S. Securities Act of 1933, as amended.
     “Security” means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, exchange-traded fund, voting-trust certificate, fractional undivided interest in oil, gas or other mineral rights, any put, call, straddle, option or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.
     “Trust” means American Beacon Master Trust, American Beacon Funds, American Beacon Mileage Funds or American Beacon Select Funds. (Any reference to “the Trust” applies to any Trust.)
     “Trustee” means any trustee of the Trust not otherwise subject to this Code by virtue of being an officer or employee of the Trust.
     Access Persons and Trustees should contact the designated Chief Compliance Officer regarding any questions they have concerning or interpreting any of the above definitions.
B. Statement of General Principles
     Trustees, officers and employees of the Trust and its investment advisers owe a fiduciary duty to place the interests of the shareholders of the Trust above their own. This includes the responsibility to conduct their personal securities transactions in a manner that does not interfere with portfolio transactions on behalf of the Trust or take unfair advantage of their relationship to the Trust. At all times Trustees, officers and employees of the Trust should be guided by the principle that the interests of the shareholders come first. All personal securities transactions by Access Persons must be executed in accordance with the policies and restrictions set forth in the following pages.
     Doubtful situations should be resolved in favor of the Trust. Technical compliance with the Code’s procedures will not automatically exempt from scrutiny any trades that may indicate a perceived abuse of fiduciary duties.

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C. Restrictions
1. Purchases and Sales of a Security. No Access Person of the Trust shall purchase or sell, directly or indirectly:
a. any Security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership and which, to his or her actual knowledge at the time of such purchase or sale, is being purchased or sold by the Trust,
b. any Security in which, to his or her actual knowledge at the time of such purchase or sale, the Advisor or any other investment adviser of the Trust or any Advisory Account of the Advisor or such other investment adviser to the Trust is actively considering recommending to the Trust for purchase or sale, or
c. any convertible security, option, warrant or any security of a different class of any issuer whose underlying or other class of securities are, to his or her actual knowledge at the time of such purchase or sale, being actively considered for recommendation to, or are currently being purchased or sold by the Trust.
     These prohibitions shall apply whether the transaction is in the same (e.g. two purchases) or the opposite (e.g. a purchase and a sale) direction of the trade for the Trust and will continue until the day after the day on which the Advisor or any of the Trust’s other investment advisers determines not to enter into or completes the purchase or sale.
2. Exceptions. The prohibitions of Section C.1. above shall not apply to:
a. purchases or sales of Securities in any account over which the Access Person has no direct or indirect influence, control or prior knowledge;
b. purchases or sales of Securities which are not eligible for purchase or sale by the Trust and are not directly connected to Securities the Trust holds or intends or proposes to acquire;
c. purchases or sales of Securities which are not a choice or decision of the Access Person;
d. purchases of Securities issued pursuant to an Automatic Investment Plan;
e. purchases of Securities effected upon the exercise of rights issued by an issuer proportionately to all holders of a class of its Securities (or certain other corporate actions as approved by the Chief Compliance Officer) to the extent such rights were acquired from that issuer, as well as sales of such rights so acquired
f. acquisitions of partnership interests in a private equity fund-of-funds for which the Advisor serves as investment manager.
3. Undue Influence. No Access Person who owns a particular Security shall attempt to cause the Trust to purchase, sell or hold the same Security in a manner calculated to create a personal benefit to the Access Person. An Access Person who

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participates in an investment decision on behalf of the Trust concerning a particular security, that could create a material benefit to the Access Person, should disclose to those persons with authority to make investment decisions, or to the Chief Compliance Officer, the nature of his/her interest in that Security.
4. Initial Public Offerings. No Investment Personnel may acquire any Securities in an Initial Public Offering.
5. Private Placements. Prior clearance from the Chief Compliance Officer is required for any acquisition by Investment Personnel of Securities in a Private Placement, except for a private equity fund-of-funds for which the Advisor serves as investment manager. Prior approval should take into account whether the investment opportunity should be reserved for the Trust and its shareholders, and whether the opportunity is being offered to the individual by virtue of his or her position with the Trust. Investment Personnel who have been authorized to acquire securities in a Private Placement are required to disclose these investments when they play a part in the Trust’s subsequent consideration of an investment in the issuer. In such circumstances, the decision to make the investment should be subject to an independent review by Investment Personnel with no personal interest in the issuer.
6. Short-Term Trading. No Investment Personnel of the Trust may profit from the purchase and sale, or sale and purchase of the same (or equivalent) Securities within sixty calendar days. However, individual exceptions may be permitted by the Chief Compliance Officer when it is clear that the trades would not create a conflict with the interests of the Trust. Examples of such exceptions include the purchase of AMR stock and exercising compensation-related options. Any trades made in violation of this prohibition should be reversed, or if that is not feasible, all profits resulting from the trading should be disgorged to a charitable organization designated by the Trust; provided, however, that the Chief Compliance Officer may waive disgorgement of profits if it is determined that trading in violation of this prohibition was inadvertent and did not otherwise result in a conflict with the Trust.
7. Excessive Trading . No Access Person may engage in trading activity in the Funds considered by the Advisor to be excessive. Each Access Person shall be limited to one purchase in and one redemption out of a Fund during any three-month period. This prohibition includes exchanges executed in the Advisor’s 401(k) plan but excludes trades pursuant to an Automatic Investment Plan and trades in the money market series of the Funds.
8. Insider Information, Market Manipulation and Other Prohibited Transactions . Investment Personnel may not enter into any transaction:
a. while in possession of material nonpublic information regarding the security or issuer of the security;
b. intended to raise, lower or maintain the price of any security to create a false appearance of active trading; or
c. deemed by the Chief Compliance Officer to involve a conflict of interest, possible diversion of corporate opportunity or appearance of impropriety.

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9. Gifts . No Investment Personnel may accept any gift of more than minimal value ($150) from any person or entity that does business with or on behalf of the Trust. Gifts generally do not include dinners, tickets to the theater or sporting events or comparable entertainment. In addition, Access Persons may not solicit gifts or give any gifts of more than a minimal value ($150) to any person that does business with or on behalf of the Trust.
10. Service as a Director . Investment Personnel are prohibited from serving on the boards of directors of publicly traded companies unless prior authorization has been granted by the President of the Trust, based upon a determination that the board service would not be inconsistent with the interests of the Trust and its shareholders. The President’s serving on any board of a publicly traded company must be approved by the Trust’s Board of Trustees (the “Board”) . The Board will be notified if any Investment Personnel is permitted to serve as a director.
D. Compliance Procedures
1. Pre-clearance . The prohibitions of Section C.1. notwithstanding, Access Persons may effect a purchase or sale of a Security in which they have, or by reason of such transaction acquire, a direct or beneficial interest, only if they obtain prior written clearance from the Chief Compliance Officer. Requests for pre-clearance shall be made on the appropriate form provided by the Chief Compliance Officer for such purpose. In addition, upon receipt of such pre-clearance, an Access Person may engage in a transaction otherwise prohibited by Section C.1. Such written pre-clearance shall be based upon a determination by the Chief Compliance Officer (in consultation with such other persons as may be necessary) that the purchase or sale will not materially affect the liquidity of the market for the Security or its price and will not present an apparent or actual conflict with a purchase or sale of the same or a similar Security on behalf of the Trust. Clearance shall be granted for a period of two business days only. Pre-clearance is not necessary for transactions in Exempt Securities, exchange-traded funds, or the private equity funds-of-funds for which the Advisor serves as investment manager.
2. Reporting by Access Persons . Every Access Person shall report to the Chief Compliance Officer the information described below with respect to an existing holding and transactions in any Security or Fund in which such Access Person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in the Security or Fund, including, but not limited to, transactions which have been cleared according to Section D.1. above, transactions in exchange-traded funds and employee-directed exchanges between Funds in the Advisor’s 401(k) plan. Reporting is not necessary for transactions in Exempt Securities, transactions involving the private equity funds-of-funds for which the Advisor serves as investment manager, or pre-authorized automatic purchases or redemptions in the Advisor’s 401(k) plan.
a. Initial Holdings Report . Every report shall be made no later than ten (10) days after a person becomes an Access Person and shall contain the following information (which must be current as of a date no more than forty-five (45) days prior to the date the person becomes an Access Person):
1.) the title, type, ticker symbol or CUSIP (if applicable), number of             shares (for equity securities) and principal amount (for debt securities) of

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each Security and Fund in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;
2.) the name of the broker, dealer or bank with whom the Access Person maintained an account in which any Securities or Funds were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and
3.) the date that the report is submitted by the Access Person.
b. Quarterly Transaction Report . Every report shall be made no later than thirty (30) days after the end of the calendar quarter and shall contain the following information:
1.) the date of the transaction, the title, the number of shares (for equity securities), the principal amount (for debt securities), and interest rate, maturity date and ticker symbol or CUSIP (if applicable) of each Security or Fund involved;
2.) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
3.) the price at which the transaction was effected;
4.) the name of the broker, dealer or bank with or through which the transaction was effected;
5.) the date that the report is submitted by the Access Person; and
6.) for any account opened during the quarter in which any Security or Fund was held for the direct or indirect benefit of the Access Person, include the name of the broker, dealer or bank with whom the account was established and the date of establishment.
c. Annual Holdings Report . Every report shall be made annually containing the following information as of December 31 and shall be submitted within forty-five (45) calendar days after December 31:
1.) the title, type, ticker symbol or CUSIP (if applicable), number of             shares (for equity securities) and principal amount (for debt securities) of each Security and Fund in which the Access Person had any direct or indirect beneficial ownership;
2.) the name of the broker, dealer or bank with whom the Access Person maintains an account in which any Securities or Funds are held for the direct or indirect benefit of the Access Person; and
3.) the date that the report is submitted by the Access Person.
     All reports shall be made on the form designated for such purpose. Copies of broker trade confirmations or account statements may be attached to the signed form

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instead of completing the information otherwise required on the form as long as all of the information required is contained in the confirmations or account statements.
3. Reporting by Trustees . A Trustee must report a transaction if such Trustee, at the time of that transaction, knew or, in the ordinary course of fulfilling his or her official duties as a trustee of the Trust, should have known that, during the fifteen (15) day period immediately before or after the date of the transaction by the Trustee, such Security was being purchased or sold by the Trust or such Security was under consideration for purchase or sale by the Advisor, or any of its other investment advisers, on behalf of the Trust. The Chief Compliance Officer will request these reports at each regular board meeting.
4. Disclaimer of Beneficial Ownership . Any report pursuant to this Section D. shall not be construed as an admission by the person making the report that he or she has any direct or indirect beneficial ownership in the Security or Fund to which the report relates.
5. Notification of Reporting Obligation . The initial holdings, quarterly and annual reports are designed to comply with the requirements of Investment Company Act and the rules thereunder. All Access Persons under a duty to file initial holdings, quarterly and annual reports with the Chief Compliance Officer shall be informed of that duty by that officer. Once informed of their duty to file quarterly and annual reports, an Access Person has a continuing obligation to file such reports in a timely manner until such time as notified otherwise. Information supplied on the reports is available for inspection by the Securities and Exchange Commission at any time during the five-year period following the end of the fiscal year in which each report is made.
6. Review of Reports . Periodically, the Chief Compliance Officer shall compare the reported personal securities transactions of Access Persons with completed portfolio transactions of the Trust and with any portfolio transactions effected for the Trust by the Advisor and its other investment advisers to determine whether a violation of this Code may have occurred. Before making any determination that a violation has or may have been committed by any person, the Chief Compliance Officer shall give such person an opportunity to supply additional explanatory material. If the Chief Compliance Officer determines that a violation of this Code has or may have occurred, such Officer shall submit a written determination, together with any appropriate supporting documentation and any additional explanatory material provided by the individual, to the President of the Trust, who shall make an independent determination of whether a violation has occurred. The Advisor’s Vice President of Legal and Compliance shall perform the periodic review described above with respect to the Chief Compliance Officer’s personal trading activity.
     No person shall participate in a determination of whether he or she has committed a violation of the Code or the imposition of any sanction as a result of such violation. If a Security or Fund transaction of the President is under review, the Board shall act in all respects in the manner prescribed herein for the President.
     The Chief Compliance Officer shall inform the Trust’s President promptly following the receipt of any report that indicates that an Access Person entered into a personal Security or Fund transaction that violated the prohibitions contained in this Code or any report that indicates that any person violated the prohibitions contained in the Statement of Policy on Material Non-Public Information.

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     No less than annually, the Chief Compliance Officer must furnish to the Board a written report that
a. describes any issues arising under the Code or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and
b. certifies that the Advisor has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.
7. Records of Securities and Fund Transactions . All Investment Personnel must direct their brokers to supply the Chief Compliance Officer, on a timely basis, duplicate copies of confirmations of all personal Securities and Fund transactions and copies of periodic statements for all accounts in which Securities or Funds are held or traded. Such records are not required to be submitted for accounts that solely contain transactions in Exempt Securities (e.g. open-end investment company accounts not relating to the Funds).
8. Accounts Outside of Access Person’s Control . In order for purchases or sales of Securities in any account over which the Access Person has no direct or indirect influence, control or prior knowledge to qualify for an exception to the pre-clearance requirement, an Access Person must seek approval from the Chief Compliance Officer and execute an annual certification on the form provided by the Chief Compliance Officer. Transactions involving Securities and Funds in these accounts must still be reported in accordance with Section D.2. of the Code.
9. Certification of Compliance with Code of Ethics . All Access Persons and Trustees are required on an annual basis to certify that they have read and understood the Code and recognize that they are subject to it. Furthermore, Access Persons and Trustees shall certify annually that they have complied with the Code and that they have disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the Code.
E. Violations and Sanctions
1. Reporting of Violations . Any Access Person or Trustee who becomes aware of a violation of this Code is required to promptly notify the Chief Compliance Officer of the relevant details of such violation.
2. Sanctions . Upon determining that there has been a violation of this Code, the Trust’s President, in consultation with the Chief Compliance Officer may determine such sanctions as deemed appropriate including, among others, a letter of censure, or suspension or termination of the employment of the violator. In every case, any profits realized from prohibited transactions must be disgorged to a charitable organization designated by the Trust’s President.

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Exhibit 99(p)(ii)
AMERICAN BEACON ADVISORS, INC.
CODE OF ETHICS
Dated November 15, 2006
A. Definitions When used in this Code, the following terms shall have the meanings set forth below:
     “Access Person” means any director, officer or employee of the Company except a director, officer or employee that the Chief Compliance Officer deems not to meet the definition of Access Person under Rule 204A-1 of the Investment Advisers Act of 1940, as amended, and Rule 17j-1 of the Investment Company Act of 1940, as amended. The Company’s directors and officers who serve in these positions solely by virtue of being officers of the Company’s parent company are not deemed to be Access Persons, because they are not provided with access to any nonpublic information regarding the Company’s securities recommendations, client purchase and sale activity or client portfolio holdings nor are they involved in making securities recommendations.
     “Advisers Act” means the U.S. Investment Advisers Act of 1940, as amended.
     “Advisory Account” means any account with respect to which the Company provides investment advisory services pursuant to a contract.
     “Automatic Investment Plan” means 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.
     “Beneficial Ownership” shall be interpreted in a manner consistent with Rule 16a-1(a)(2) under the Exchange Act. In general, this provision specifies that, to have beneficial ownership, a person must have the opportunity to profit directly or indirectly from a transaction in securities. Thus, an Access Person may be deemed to have beneficial ownership over securities held in accounts registered in the name of members of his or her immediate family sharing the same household (i.e. a spouse, children and relatives), or by certain partnerships, trusts, corporations or other arrangements.
     “Chief Compliance Officer” means the Company employee designated by the Company as being responsible for receiving reports or notices and performing such other duties as required by the Code, as well as his or her designee.
     “Code” means this Code of Ethics.
     “Company” means American Beacon Advisors, Inc.
     “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
     “Exempt Security” means (i) direct obligations of the Government of the United States, (ii) bankers’ acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt instruments, including repurchase agreements, or (iii) shares of open-end investment companies with the exception of exchange-traded funds and the Funds, which are

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subject to various provisions of the Code as noted herein. In addition, as may be determined by the Chief Compliance Officer, a futures transaction and an option on certain broad-based securities indices will be deemed an “Exempt Security.”
     “Funds” means each of the series of the American Beacon Funds, American Beacon Mileage Funds and American Beacon Select Funds.
     “Initial Public Offering” means an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act .
     “Investment Company Act” means the U.S. Investment Company Act of 1940, as amended.
     “Investment Personnel” includes the Chief Executive Officer, the Vice President-Trust Investments, portfolio managers employed by the Company and the analysts and traders who assist in the investment process.
     “Portfolio Manager” means an employee of the Company with direct responsibility and authority to make investment decisions affecting an Advisory Account.
     “Private Placement” means an offering that is exempt from registration under the Securities Act pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, 505, or Rule 506 under the Securities Act.
     “Purchase or sale of a security” includes, among other transactions, the writing of an option to purchase or sell a non-Exempt Security.
     “Securities Act” means the U.S. Securities Act of 1933, as amended.
     “Security” means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, exchange-traded fund, voting-trust certificate, fractional undivided interest in oil, gas or other mineral rights, any put, call, straddle, option or privilege on any security, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.
     Access Persons should contact the Chief Compliance Officer regarding any questions they have concerning or interpreting any of the above definitions.
B. Statement of General Principles
     Directors, officers and employees of the Company owe a fiduciary duty to place the interests of the Advisory Accounts above their own. This includes the responsibility to conduct their personal securities transactions in a manner that does not interfere with portfolio transactions on behalf of Advisory Accounts or take unfair advantage of their relationship to the Company. At all times employees should be guided by the principle that the interests of

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Advisory Accounts come first. All personal securities transactions must be executed in accordance with the policies and restrictions set forth in the following pages.
     Doubtful situations should be resolved in favor of Advisory Accounts. Technical compliance with the Code’s procedures will not automatically exempt from scrutiny any trades that may indicate a perceived abuse of fiduciary duties.
C. Restrictions
1. Purchases and Sales of a Security . No Access Person of the Company shall purchase or sell, directly or indirectly:
a. any Security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership and which, to his or her actual knowledge at the time of such purchase or sale, is being purchased or sold by an Advisory Account,
b. any Security in which, to his or her actual knowledge at the time of such purchase or sale, the Company or any sub-advisor of the Company is actively considering recommending to an Advisory Account for purchase or sale, or
c. any convertible security, option, warrant or any security of a different class of any issuer whose underlying or other class of securities are, to his or her actual knowledge at the time of such purchase or sale, being actively considered for recommendation to, or are currently being purchased or sold by an Advisory Account.
     These prohibitions shall apply whether the transaction is in the same (e.g. two purchases) or the opposite (e.g. a purchase and a sale) direction of the trade for an Advisory Account and will continue until the day after the day on which the Company determines not to enter into or completes the purchase or sale.
2. Exceptions . The prohibitions of Section C.1. above shall not apply to:
a. purchases or sales of Securities in any account over which the Access Person has no direct or indirect influence, control or prior knowledge;
b. purchases or sales of Securities which are not eligible for purchase or sale by any Advisory Account and are not connected to Securities any Advisory Account holds or intends or proposes to acquire;
c. purchases or sales of Securities which are not a choice or decision of the Access Person;
d. purchases of Securities issued pursuant to an Automatic Investment Plan;
e. purchases of Securities effected upon the exercise of rights issued by an issuer proportionately to all holders of a class of its Securities (or certain other corporate actions as approved by the Chief Compliance Officer) to the extent such rights were acquired from that issuer, as well as sales of such rights so acquired; or

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f. acquisitions of partnership interests in a private equity fund-of-funds for which the Company serves as investment manager.
3. Undue Influence . No Access Person who owns a particular Security shall attempt to cause an Advisory Account to purchase, sell or hold the same Security in a manner calculated to create a personal benefit to the Access Person. An Access Person who participates in an investment decision on behalf of an Advisory Account concerning a particular security, that could create a material benefit to the Access Person, should disclose to those persons with authority to make investment decisions, or to the Chief Compliance Officer, the nature of his/her interest in that Security.
4. Initial Public Offerings . No Investment Personnel may acquire any Securities in an Initial Public Offering.
5. Private Placements . Prior clearance from the Chief Compliance Officer is required for any acquisition by Investment Personnel of Securities in a Private Placement, except for a private equity fund-of-funds for which the Company serves as investment manager. Prior approval should take into account whether the investment opportunity should be reserved for the Company and its Advisory Accounts, and whether the opportunity is being offered to the individual by virtue of his or her position with the Company. Investment Personnel who have been authorized to acquire securities in a Private Placement are required to disclose these investments when they play a part in the Company’s subsequent consideration of an investment in the issuer. In such circumstances, the decision to make the investment should be subject to an independent review by Investment Personnel with no personal interest in the issuer.
6. Short-Term Trading . No Investment Personnel of the Company may profit from the purchase and sale, or sale and purchase of the same (or equivalent) Securities within sixty calendar days. However, individual exceptions may be permitted by the Chief Compliance Officer when it is clear that the trades would not create a conflict with the interests of any Advisory Account of the Company. Examples of such exceptions include the purchase of AMR stock and exercising compensation-related options. Any trades made in violation of this prohibition should be reversed, or if that is not feasible, all profits resulting from the trading should be disgorged to a charitable organization designated by the Company; provided, however, that the Chief Compliance Officer may waive disgorgement of profits if it is determined that trading in violation of this prohibition was inadvertent and did not otherwise result in a conflict with an Advisory Account.
7. Excessive Trading . No Access Person may engage in trading activity in the Funds considered by the Company to be excessive. Each Access Person shall be limited to one purchase in and one redemption out of a Fund during any three-month period. This prohibition includes exchanges executed in the Company’s 401(k) plan but excludes trades pursuant to an Automatic Investment Plan and trades in the money market series of the Funds.
8. Seven Day Blackout . No Portfolio Manager may purchase or sell a Security within seven calendar days of a purchase or sale of the same (or equivalent) Security on behalf of an Advisory Account managed by that Portfolio Manager.
9. Portfolio Securities . No Portfolio Manager may purchase or sell a Security if, as of the time of the proposed transaction, an Advisory Account managed by the Portfolio Manager owns more than five percent (5%) of a Security issued by the same issuer.

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Exceptions to the foregoing limitation may be granted by the Chief Compliance Officer if it is determined that the trade would not create an actual or apparent conflict of interest with the Company or an Advisory Account.
10. Insider Information, Market Manipulation and Other Prohibited Transactions . Investment Personnel may not enter into any transaction:
a. while in possession of material nonpublic information regarding the security or issuer of the security;
b. intended to raise, lower or maintain the price of any security to create a false appearance of active trading; or
c. deemed by the Chief Compliance Officer to involve a conflict of interest, possible diversion of corporate opportunity or appearance of impropriety.
     All Access Persons are subject to compliance with the Statement of Policy on Material Non-Public Information adopted by the Company and the Funds.
11. Gifts . No Investment Personnel may accept any gift of more than minimal value ($150) from any person or entity that does business with or on behalf of the Company. Gifts generally do not include dinners, tickets to the theater or sporting events or comparable entertainment. In addition, Access Persons may not solicit gifts or give any gifts of more than a minimal value ($150) to any person that does business with or on behalf of the Company.
12. Service as a Director . Investment Personnel are prohibited from serving on the boards of directors of publicly traded companies unless prior authorization has been granted by the Chief Executive Officer of the Company, based upon a determination that the board service would not be inconsistent with the interests of the Company and its Advisory Accounts. The Chief Executive Officer’s serving on any board of a publicly traded company must be approved by the Secretary of the Company.
D. Compliance Procedures
1. Pre-clearance . The prohibitions of Section C.1. notwithstanding, Access Persons may effect a purchase or sale of a Security in which they have, or by reason of such transaction acquire, a direct or beneficial interest, only if they obtain prior written clearance from the Chief Compliance Officer. Requests for pre-clearance shall be made on the appropriate form provided by the Chief Compliance Officer for such purpose. In addition, upon receipt of such pre-clearance, an Access Person may engage in a transaction otherwise prohibited by Section C.1. Such written pre-clearance shall be based upon a determination by the Chief Compliance Officer (in consultation with such other persons as may be necessary) that the purchase or sale will not materially affect the liquidity of the market for the Security or its price and will not present an apparent or actual conflict with a purchase or sale of the same or a similar Security on behalf of an Advisory Account. Clearance shall be granted for a period of two business days only. Pre-clearance is not necessary for transactions in Exempt Securities, exchange-traded funds, or the private equity funds-of-funds for which the Company serves as investment manager.

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2. Reporting . Every Access Person shall report to the Chief Compliance Officer the information described below with respect to an existing holding and transactions in any Security or Fund in which such Access Person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in the Security or Fund, including, but not limited to, transactions which have been cleared according to Section D.1. above, transactions in exchange-traded funds and employee-directed exchanges between Funds in the Company’s 401(k) plan. Reporting is not necessary for transactions in Exempt Securities, transactions involving the private equity funds-of-funds for which the Company serves as investment manager, or pre-authorized automatic purchases or redemptions in the Company’s 401(k) plan.
a. Initial Holdings Report . Every report shall be made no later than ten (10) days after a person becomes an Access Person and shall contain the following information (which must be current as of a date no more than forty-five (45) days prior to the date the person becomes an Access Person):
1.) the title, type, ticker symbol or CUSIP (if applicable), number of shares (for equity securities) and principal amount (for debt securities) of each Security and Fund in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;
2.) the name of the broker, dealer or bank with whom the Access Person maintained an account in which any Securities or Funds were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and
3.) the date that the report is submitted by the Access Person.
b. Quarterly Transaction Report . Every report shall be made no later than thirty (30) days after the end of the calendar quarter and shall contain the following information:
1.) the date of the transaction, the title, the number of shares (for equity securities), the principal amount (for debt securities), and interest rate, maturity date and ticker symbol or CUSIP (if applicable) of each Security or Fund involved;
2.) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
3.) the price at which the transaction was effected;
4.) the name of the broker, dealer or bank with or through which the transaction was effected;
5.) the date that the report is submitted by the Access Person; and
6.) for any account opened during the quarter in which any Security or Fund was held for the direct or indirect benefit of the Access Person, include the name of the broker, dealer or bank with whom the account was established and the date of establishment.

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c. Annual Holdings Report . Every report shall be made annually containing the following information as of December 31 and shall be submitted within forty-five (45) calendar days after December 31:
1.) the title, type, ticker symbol or CUSIP (if applicable), number of shares (for equity securities) and principal amount (for debt securities) of each Security and Fund in which the Access Person had any direct or indirect beneficial ownership;
2.) the name of the broker, dealer or bank with whom the Access Person maintains an account in which any Securities or Funds are held for the direct or indirect benefit of the Access Person; and
3.) the date that the report is submitted by the Access Person.
     All reports shall be made on the form designated for such purpose. Copies of broker trade confirmations or account statements may be attached to the signed form instead of completing the information otherwise required on the form as long as all of the information required is contained in the confirmations or account statements.
3. Disclaimer of Beneficial Ownership . Any report pursuant to this Section D. shall not be construed as an admission by the person making the report that he or she has any direct or indirect beneficial ownership in the Security or Fund to which the report relates.
4. Notification of Reporting Obligation . The initial holdings, quarterly and annual reports are designed to comply with the requirements of the Advisers Act and Investment Company Act. All Access Persons under a duty to file initial holdings, quarterly and annual reports with the Chief Compliance Officer shall be informed of that duty by that officer. Once informed of their duty to file quarterly and annual reports, an Access Person has a continuing obligation to file such reports in a timely manner until such time as notified otherwise. Information supplied on the reports is available for inspection by the Securities and Exchange Commission at any time during the five-year period following the end of the fiscal year in which each report is made.
5. Review of Reports . Periodically, the Chief Compliance Officer shall compare the reported personal securities transactions of Access Persons with completed portfolio transactions of the Company and with any portfolio transactions effected for the Company by its investment adviser(s) to determine whether a violation of this Code may have occurred. Before making any determination that a violation has or may have been committed by any person, the Chief Compliance Officer shall give such person an opportunity to supply additional explanatory material. If the Chief Compliance Officer determines that a violation of this Code has or may have occurred, such Officer shall submit a written determination, together with any appropriate supporting documentation and any additional explanatory material provided by the individual, to the Chief Executive Officer of the Company, who shall make an independent determination of whether a violation has occurred. The Company’s Vice President of Legal and Compliance shall perform the periodic review described above with respect to the Chief Compliance Officer’s personal trading activity.
     No person shall participate in a determination of whether he or she has committed a violation of the Code or the imposition of any sanction as a result of such

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violation. If a Security or Fund transaction of the Chief Executive Officer is under review, the Secretary of the Company shall act in all respects in the manner prescribed herein for the Chief Executive Officer.
     The Chief Compliance Officer shall inform the Company’s Chief Executive Officer promptly following the receipt of any report that indicates that an Access Person entered into a personal Security or Fund transaction that violated the prohibitions contained in this Code or any report that indicates that any person violated the prohibitions contained in the Statement of Policy on Material Non-Public Information.
     No less than annually, the Chief Compliance Officer must furnish to the Board of Trustees (“Board”) of any mutual fund for which it is the adviser or sub-adviser a written report that
a. describes any issues arising under the Code or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and
b. certifies that the Company has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.
6. Records of Securities and Fund Transactions . All Investment Personnel must direct their brokers to supply the Chief Compliance Officer, on a timely basis, duplicate copies of confirmations of all personal Securities and Fund transactions and copies of periodic statements for all accounts in which Securities or Funds are held or traded. Such records are not required to be submitted for accounts that solely contain transactions in Exempt Securities (e.g. open-end investment company accounts not relating to the Funds).
7. Accounts Outside of Access Person’s Control. In order for purchases or sales of Securities in any account over which the Access Person has no direct or indirect influence, control or prior knowledge to qualify for an exception to the pre-clearance requirement, an Access Person must seek approval from the Chief Compliance Officer and execute an annual certification on the form provided by the Chief Compliance Officer. Transactions involving Securities and Funds in these accounts must still be reported in accordance with Section D.2. of the Code.
8. Certification of Compliance with Code of Ethics . All Access Persons are required on an annual basis to certify that they have read and understood the Code and recognize that they are subject to it. Furthermore, Access Persons shall certify annually that they have complied with the Code and that they have disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the Code.
E. Violations and Sanctions

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1. Reporting of Violations . Any Access Person who becomes aware of a violation of this Code is required to promptly notify the Chief Compliance Officer of the relevant details of such violation.
2. Sanctions . Upon determining that there has been a violation of this Code, the Company’s Chief Executive Officer, in consultation with the Chief Compliance Officer, may determine such sanctions as deemed appropriate including, among others, a letter of censure, or suspension or termination of the employment of the violator. In every case, any profits realized from prohibited transactions must be disgorged to a charitable organization designated by the Company’s Chief Executive Officer.

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Exhibit 99(p)(iv)
BARROW, HANLEY, MEWHINNEY & STRAUSS, INC.
CODE OF ETHICS
INTRODUCTION
Barrow, Hanley, Mewhinney & Strauss, Inc. (the “Firm”) has adopted this Code of Ethics (“Code”) in compliance with the requirements of Sections 204A-1 of the Investment Advisers Act of 1940 (the “Advisers Act”) and Section 17j of the Investment Company Act of 1940. This Code was adopted on November 28, 1983 and last amended on December 30, 2005. The Code of Ethics requires the Firm’s supervised Persons to comply with the federal securities laws, sets forth standards of conduct expected of the Firm’s supervised Persons and addresses conflicts that arise from personal trading by Access Persons. The policies and procedures outlined in the Code of Ethics are intended to promote compliance with fiduciary standards by the Firm and its supervised Persons. As a fiduciary, the Firm has the responsibility to render professional, continuous and unbiased investment advice, owes its clients a duty of honesty, good faith and fair dealing, must act at all times in the best interests of clients and must avoid or disclose conflicts of interest.
This Code Of Ethics Is Designed To:
    Protect the Firm’s clients by deterring misconduct;
 
    Educate our employees regarding the Firm’s expectations and the laws governing their conduct;
 
    Remind employees that they are in a position of trust and must act with complete propriety at all times;
 
    Protect the reputation of the Firm;
 
    Guard against violations of the securities laws; and
 
    Establish procedures for employees to follow so that the Firm may determine whether employees are complying with its ethical principals.
This Code of Ethics is based upon the principle that the directors, officers and other employees of the Firm owe a fiduciary duty to, among others, the clients of the Firm to conduct their affairs, including their personal Securities transactions, in such a manner as to avoid: (i) serving their own personal interests ahead of clients; (ii) taking inappropriate advantage of their position with the Firm; and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility. This fiduciary duty includes the duty of the Chief Compliance Officer of the Firm to report violations of this Code of Ethics to the Firm’s Board of Directors and any U.S. registered investment company client for which the Firm acts as adviser or sub-adviser.
This Code contains provisions reasonably necessary to prevent Persons from engaging in acts in violation of the above standards, and procedures reasonably necessary to prevent violations of the Code. Each employee at the commencement of their employment and as an Access Person

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must certify, by their signature on Exhibit A, they have read and understand the Code’s requirements and their acknowledgement to abide by all of the Code’s provisions. Each employee must re-certify understanding and acknowledgement of the Code any time the Code is amended.
  A.   DEFINITIONS
  (1)   “Access Person means any director, officer, general partner, advisory person, investment personnel, portfolio manager, or employee of the firm.
 
  (2)   Advisory Person means any natural person in a control relationship to the Firm who obtains information concerning recommendations made to the Firm with regard to the purchase or sale of a Security by the Firm
 
  (3)   Affiliated Company ” means a company which is an affiliate of the Firm through the Old Mutual U.S. Holdings, Inc. relationship.
 
  (4)   A security is “Being Considered for Purchase or Sale ” or is “Being Purchased or Sold” when a recommendation to purchase or sell the security has been made and communicated, which includes when the Firm has a pending “buy” or “sell” order with respect to a Security, and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation . “Purchase or Sale of a Security” includes the writing of an option to purchase or sell a Security.
 
  (5)   “Beneficial Ownership” shall be as defined in, and interpreted in the same manner as it would be in determining whether a person is subject to the provisions of, Section 16 of the Securities Exchange Act of 1934 and the rules and regulations hereunder which, generally speaking, encompasses those situations where the beneficial owner has the right to enjoy some economic benefit from the ownership of the Security. An Access Person is presumed to be the beneficial owner of Securities held by his/her immediate family member sharing the same household.
 
  (6)   “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. Any Person who owns beneficially, either directly or through one or more controlled companies, more than 25 per centum of the voting securities of a company shall be presumed to control such company. Any Person who does not so own more than 25 per centum of the voting securities of any company shall be presumed not to control such company. A natural Person shall be presumed not to be a controlled Person.

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  (7)   “Investment Personnel” means: (a) any Portfolio Manager of the Firm as defined in (10) below; and (b) securities analysts, traders and other personnel who provide information and advice to the Portfolio Manager or who help execute the Portfolio Manager’s decisions.
 
  (8)   “Nonresident Director” means any director of the Firm who: (a) is not an officer, employee or shareholder of the Firm; (b) does not maintain a business address at the Firm and (c) who does not, in the ordinary course of his business, receive or have access to current information regarding the purchase or sale of Securities by the Firm, information regarding recommendations concerning the purchase or sale of Securities by the Firm or information regarding Securities being considered for purchase or sale by the Firm.
 
  (9)   “Person” means any natural Person or a company.
 
  (10)   “Portfolio Manager” means an employee of the Firm entrusted with the direct responsibility and authority to make investment decisions.
 
  (11)   “Reportable Fund” means any Fund for which the Firm serves as an Investment Adviser or Sub-Adviser.
 
  (12)   “Security” means any note, stock, treasury stock, bond, debenture, unit trust-ETFs, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a Security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any Security (including a certificate of deposit) or on any group or index of Securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national Securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a Security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. Security shall not include: direct obligations of the Government of the United States, high quality short-term debt instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements, and shares of registered open-end investment companies, other than shares of Reportable Funds, open-end ETFs, and UITs that are invested exclusively in one or more open-end fund (none of which are Reportable Funds.)

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  B.   POLICY STATEMENT ON INSIDER TRADING
 
      Section 204A of the Advisers Act requires every investment adviser to establish, maintain and enforce written policies and procedures reasonably designed, taking into consideration the nature of such investment adviser’s business, to prevent the misuse of material, nonpublic information by such investment adviser or any person associated with such investment adviser. The Firm forbids any officer, director or employee from trading, either personally or on behalf of others, including accounts managed by the Firm, on material nonpublic information or communicating material nonpublic information to others in violation of the law. This conduct is frequently referred to as “insider trading.” The Firm’s policy applies to every officer, director and employee and extends to activities within and outside their duties at the Firm. BHMS’ Insider Trading Policy applies to all of its employees and any questions regarding this policy and procedures should be referred to the Firm’s Chief Compliance Officer.
 
      The term “insider trading” is not defined in the federal securities laws, but generally is used to refer to the use of material nonpublic information to trade in Securities (whether or not one is an “insider”) or to communications of material nonpublic information to others. While the law concerning insider trading is not static, it is generally understood that the law prohibits:
  (1)   Trading by an insider, while in possession of material nonpublic information; or
 
  (2)   Trading by a non-insider, while in possession of material nonpublic information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated; or
 
  (3)   Communicating material nonpublic information to others in a breach of fiduciary duty.
      Trading on inside information is not a basis for liability unless the information is material. “Material information” generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s Securities. Information that officers, directors and employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, debt service and liquidation problems, extraordinary management developments, write-downs or write-offs of assets, additions to reserves for bad debts, new product/services announcements, criminal, civil and government investigations and indictments. Material information does not have to relate to a company’s business. For example, material information about the contents of any upcoming newspaper column may affect the price of a Security, and therefore be considered material. Disclosure of

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      a registered investment company client’s holdings or any client’s holdings that are not publicly available are considered material information and therefore must be kept confidential. All employees of BHMS are subject to the Duty of Confidentiality, Item C of this Code.
 
      Information is nonpublic until it has been effectively communicated to the market place. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in Dow Jones , Reuters Economic Services , The Wall Street Journal or other publications of general circulation would be considered public. You should be particularly careful with information received from client contacts at public companies.
 
      Before trading for yourself or others in the Securities of a company about which you may have potential inside information, ask yourself the following questions:
  (i)   Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially affect the market price of the Securities if generally disclosed?
 
  (ii)   Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace?
      The role of the Firm’s Chief Compliance Officer is critical to the implementation and maintenance of the Firm’s policy and procedures against insider trading. If, after consideration of the above, you believe that the information is material and nonpublic, or if you have questions as to whether the information is material and nonpublic, you should take the following steps:
  (i)   Report the matter immediately to the Firm’s Chief Compliance Officer.
 
  (ii)   Do not purchase or sell the Securities on behalf of yourself or others.
 
  (iii)   Do not communicate the information inside or outside the Firm, other than to the Firm’s Chief Compliance Officer.
 
  (iv)   After the Firm’s Chief Compliance Officer has reviewed the issue, you will be instructed to continue the prohibitions against trading and communication, or you will be allowed to trade and communicate the information.
      Information in your possession that you identify as material and nonpublic may not be communicated to anyone, including persons within the Firm, except as provided above. In addition, care should be taken so that such information is secure. For example, files containing material nonpublic information should be sealed; access to computer files containing material nonpublic information should be restricted.

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  C .     DUTY OF CONFIDENTIALITY
 
      Employees of the Firm must keep confidential at all times any nonpublic information they may obtain in the course of their employment at the Firm. This information includes but is not limited to:
  (1)   Information on the clients accounts, including account holdings, recent or impending Securities transactions by the clients and recommendations or activities of the Portfolio Managers for the clients’ accounts;
 
  (2)   Information on the Firm’s clients and prospective clients investments and account transactions;
 
  (3)   Information on other Firm personnel, including their pay, benefits, position level and performance rating; and
 
  (4)   Information on the Firm’s business activities, including new services, products, technologies and business initiatives.
      The Firm’s personnel have the highest fiduciary obligation not to reveal confidential company information to any party that does not have a clear and compelling need to know such information and to safeguard all client information.
 
  D.   RESTRICTIONS FOR ACCESS PERSONS
  (1)   General Restrictions for Access Persons. Access Persons are subject to the following restrictions with respect to their personal transactions:
  (a)   Prohibition on accepting gifts of more than de minimis value. Access Persons are prohibited from accepting any gift or other items of more than de minimis value from any Person or entity that does business with or on behalf of the Firm; for the purpose of this Code de minimis shall be considered to be the annual receipt of gifts from the same source valued at $250 or less per individual recipient, when the gifts are in relation to the conduct of the Firm’s business. A gift does not include participation in lunches, dinners, cocktail parties, sporting activities or similar gatherings conducted for business purposes.
 
  (b)   Prohibition on service as a director or public official. Investment Personnel are prohibited from serving on the board of directors of any publicly traded company without prior authorization of the President or other duly authorized officer of the Firm. Any such authorization shall be based upon a

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      determination that the board service would be consistent with the interests of the Firm’s clients. Authorization of board service shall be subject to the implementation by the Firm of a “Chinese Wall” or other procedures to isolate such Investment Personnel from making decisions about trading in that company’s securities.
 
  (c)   Prohibition on initial public offerings. Access Persons, who are not Nonresident Directors, are prohibited from acquiring Securities in an initial public offering. Nonresident Directors must receive pre-clearance to purchase Securities in an initial public offering.
 
  (d)   Prohibition on private placements. Access Persons are prohibited from acquiring Securities in a private placement without prior approval from the Firm’s Chief Compliance Officer. In the event an Access Person receives approval to purchase Securities in a private placement, the Access Person must disclose that investment if he or she plays any part in the Firm’s later consideration of an investment in the issuer.
 
  (e)   Prohibition on options. Access Persons, who are not Nonresident Directors, are prohibited from acquiring or selling any option on any Security.
 
  (f)   Prohibition on short-selling. Access Persons, who are not Nonresident Directors, are prohibited from selling any Security that the Access Person does not own, or otherwise engaging in “short-selling” activities.
 
  (g)   Prohibition on short-term trading profits. Access Persons, who are not Nonresident Directors, are prohibited from profiting in the purchase and sale, or sale and purchase, of the same (or related) securities within sixty (60) calendar days. Trades made in violation of this prohibition should be unwound, if possible. Otherwise, any profits realized on such short-term trades shall be subject to disgorgement.
 
  (h)   Prohibition on short-term trading of Reportable funds. Access Persons, who are not Nonresident Directors, are prohibited from short-term trading of any Reportable Fund shares. “Short-term trading” defined as a purchase and redemption/sell of a fund’s shares within a 30-day period. This prohibition does not cover purchases and redemptions/sales: (i) into or out of money market funds or short term bond funds; or (ii) purchases effected on a regular periodic basis by automated means, such as 401(k) purchases.

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  (2)   Blackout Restrictions for Access Persons. All Access Persons, who are not Nonresident Directors, are subject to the following restrictions when their purchases and sales of Securities coincide with trades by any client of the Firm:
  (a)   Purchases and sales within three days following a trade by a client. Access Persons are prohibited from purchasing or selling any Security within three calendar days after any client has traded in the same (or a related) Security. In the event that an Access Person makes a prohibited purchase or sale within the three-day period, the access Person must unwind the transaction and relinquish to the Firm any gain from the transaction.
 
  (b)   Purchases within seven days before a purchase by a client. Any Access Person who purchases a Security within seven calendar days before any client purchases the same (or a related) Security is prohibited from selling the Security for a period of six months following the client’s trade. In the event that an Access Person makes a prohibited sale within the six-month period, the Access Person must relinquish to the Firm any gain from the transaction.
 
  (c)   Sales within seven days before a sale by a client. Any Access Person who sells a Security within seven days before any client sells the same (or a related) Security must relinquish to the Firm the difference between the Access Person’s sale price and the client portfolio(s) sale price (assuming the Access Person’s sale price is higher).
 
  (d)   Disgorgement. A charity shall be selected by the Firm to receive any disgorged or relinquished amounts due to personal trading violations.
  E.   EXEMPTED TRANSACTIONS
 
      The prohibitions of Sections D (1)(f) and (g) and D (2)(a),(b) and (c) shall not apply to:
  (1)   Purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control; an Access Person is presumed to be a beneficial owner of Securities that are held by his/her immediate family members sharing the Access Person’s household;
 
  (2)   Purchases or sales which are non-volitional on the part of either the Access Person or the Firm;

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  (3)   Purchases which are part of an automatic dividend reinvestment plan or an automatic investment plan, such as 401(k) purchases; and
 
  (4)   Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.
  F.   COMPLIANCE PROCEDURES
  (1)   Records of Securities transactions . All Access Persons must notify the Firm’s Chief Compliance Officer if they have opened or intend to open a brokerage or Securities account. Access Persons must direct their brokers to supply the Firm’s Chief Compliance Officer with duplicate brokerage confirmations of their Securities transactions and duplicate statements of their Securities account(s).
 
  (2)   Pre-clearance of Securities transactions . All Access Persons, who are not Nonresident Directors, shall receive prior written approval from the Firm’s Chief Compliance Officer, or other officer designated by the Board of Directors, before purchasing or selling Securities or any Reportable Fund. Pre-clearance for Securities owned or traded by the Firm is valid for that trading day. Pre-clearance for Securities not owned or traded by the Firm and any Reportable Fund is valid for five concurrent trading sessions. The personal Securities transactions pre-clearance form is attached as Exhibit D.
 
  (3)   Pre-clearance of any transaction in a Reportable fund. All Access Persons, who are not Nonresident Directors, shall receive prior written approval from the Firm’s Chief Compliance Officer, or other officer designated by the Board of Directors, before purchasing or selling any Reportable Fund. Pre-clearance for Reportable Funds is valid for that trading day. This prohibition does not cover purchases and redemptions/sales: (a) into or out of money market funds or short term bond funds; or (b) effected on a regular periodic basis by automated means, such as 401(k) purchases.
 
  (4)   Disclosure of Personal Holdings, and Certification of Compliance with the Code of Ethics. All Access Persons shall disclose to the Firm’s Chief Compliance Officer all personal Securities holdings and all Reportable Funds holdings upon the later of commencement of employment or adoption of this Code and thereafter on an annual basis as of December 31. Every Access Person shall certify by their signature:
  (a)   They have read and understand the Code and recognize that they are subject to all provisions of the Code and they have

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      reported all personal Securities and Reportable Funds holdings, on Exhibit A, Initial Report of Access Persons , upon employment with the Firm;
 
  (b)   They have read and understand the Code and recognize they are subject to all provisions of the Code, at any time the Code is amended;
 
  (c)   They have complied with the requirements of the Code and reported all personal Securities and Reportable Funds holdings on Exhibit B, Annual Report of Access Persons, annually; and
 
  (d)   They have reported all personal Securities and Reportable Funds transactions, and any Securities account(s) opened during the quarter on Exhibit C, Quarterly Report of Access Persons, quarterly.
 
  (e)   Exhibit A report shall be made within 10 days of hire, and Exhibit B & C reports shall be made with in 10 business days of quarter-end and year-end, as identified above, and delivered to the Firm’s Chief Compliance Officer.
  (5)   Reporting Requirements
  (a)   The Chief Compliance Officer of the Firm shall notify each Access Person that he or she is subject to these reporting requirements, and shall deliver a copy of this Code to each such person upon their date of employment and upon such time as any amendment is made to this Code.
 
  (b)   Reports submitted to the Chief Compliance Officer of the Firm pursuant to this Code shall be confidential and shall be provided only to the officers and directors of the Firm, Firm counsel or regulatory authorities upon appropriate request.
 
  (c)   Every Access Person shall report to the Chief Compliance Officer of the Firm the information described in, Sub-paragraph (4)(d) of this Section with respect to transactions in any security or Reportable Fund in which such person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in the Security; an Access Person is presumed to be a beneficial owner of Securities that are held by his/her immediate family members sharing the Access Person’s household.
 
  (d)   Reports required to be made under this Paragraph (5) shall be made not later than 10 business days after the end of the calendar quarter in which the transaction to which the report relates was effected. Every Access Person and Nonresident Director shall be required to submit a report for all periods, including those periods

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Barrow, Hanley, Mewhinney & Strauss, Inc.

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      in which no Securities transactions were effected. A report shall be made on the form attached hereto as Exhibit C or on any other form containing the following information:
  (i)   The date of the transaction, the Security name and/or cusip, the number of shares, and the principal amount of each Security transacted;
 
  (ii)   The nature of the transaction (i.e., purchase or sale);
 
  (iii)   The price at which the transaction was effected; and
 
  (iv)   The name of the broker, dealer or bank with or through whom the transaction was effected. Duplicate copies of the Securities transaction confirmation of all personal transactions and copies of periodic statements for all Securities accounts may be appended to Exhibit C to fulfill the reporting requirement.
  (e)   Any such report may contain a statement that the report shall not be construed as an admission by the Person making such report that he or she has any direct or indirect beneficial ownership in the Security to which the report relates.
  (6)   Conflict of Interest
 
      Every Access Person shall notify the Chief Compliance Officer of the Firm of any personal conflict of interest relationship which may involve the Firm’s clients, such as the existence of any economic relationship between their transactions and Securities held or to be acquired by any portfolio of the Firm. Such notification shall occur in the pre-clearance process.
  G.   REPORTING OF VIOLATIONS
  (1)   Any employee of the Firm who becomes aware of a violation of the Code must promptly report such violation to the Chief Compliance Officer.
 
  (2)   The Firm’s Chief Compliance Officer shall promptly report to the Board of Directors and to the any Investment Company client’s Compliance Officer all material violations of this Code and the reporting requirements there-under.
 
  (3)   When the Firm’s Chief Compliance Officer finds that a transaction otherwise reportable to the Board of Directors under Paragraph (2) of this Section could not reasonably be found to have resulted in a fraud, deceit or manipulative practice in violation of Section 206 of the Advisers Act or Rule 17j-1 of the ‘40 Act, he may, in his discretion, lodge a written

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      memorandum of such finding and the reasons therefore with the reports made pursuant to this Code, in lieu of reporting the transaction to the Board of Directors.
 
  (4)   The Board of Directors, or a Committee of Directors created by the Board of Directors for that purpose, shall consider reports made to the Board of Directors hereunder and shall determine whether or not this Code has been violated and what sanctions, if any, should be imposed.
  H.   ANNUAL REPORTING TO THE BOARD OF DIRECTORS
 
      The Firm’s Chief Compliance Officer shall prepare an annual report relating to this Code to the Board of Directors. Such annual report shall:
  (1)   Summarize existing procedures concerning personal investing and any changes in the procedures made during the past year;
 
  (2)   Identify any violations requiring significant remedial action during the past year; and
 
  (3)   Identify any recommended changes in the existing restrictions or procedures based upon the Firm’s experience under its Code, evolving industry practices or developments in applicable laws or regulations.
  I.   SANCTIONS
 
      Upon discovering a violation of this Code, the Board of Directors may impose such sanctions as they deem appropriate, including, among other things, a letter of censure or suspension or termination of the employment of the violator.
 
  J.   RETENTION OF RECORDS
 
      This Code, a list of all Persons required to make reports hereunder from time to time, as shall be updated by the Firm’s Chief Compliance Officer, a copy of each report made by an Access Person hereunder, each memorandum made by the Firm’s Chief Compliance Officer hereunder and a record of any violation hereof and any action taken as a result of such violation, shall be maintained by the Firm.

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Barrow, Hanley, Mewhinney & Strauss, Inc.

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Exhibit A
BARROW, HANLEY, MEWHINNEY & STRAUSS, INC.
CODE OF ETHICS
INITIAL REPORT OF ACCESS PERSONS
To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, Inc.:
     1. I hereby acknowledge receipt of a copy of the Code of Ethics for Barrow, Hanley, Mewhinney & Strauss, Inc. (the “Firm”).
     2. I have read and understand the Code and recognize that I am subject thereto in the capacity of Access Persons.
     3. Except as noted below, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Firm, such as any economic relationship between my transactions and Securities held or to be acquired by the Firm or any of its portfolios.
     4. As of the date below I had a direct or indirect beneficial ownership in the following Securities:
             
            Type of
            Interest
Security Name/type/ticker   Number of       (Direct or
interest rate & maturity   Shares   Principal Value   Indirect)
             
             
             
             
             
             
             
             
             
             
 
           
     5. I hereby certify I have the following brokerage accounts open and have directed the firm to send duplicate confirms to Barrow, Hanley, Mewhinney and Strauss.

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Barrow, Hanley, Mewhinney & Strauss, Inc.

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    Type of Interest
Name of Firm   (Direct or Indirect)
     
     
     
     
     
     
     
     
     
 
   
NOTE: Do not report transactions in U.S. Government securities, bankers’ acceptances, bank certificates of deposit, commercial paper and unaffiliated registered open-end investment companies (non-Reportable Funds).
                 
Date:
      Signature:        
 
               
 
  (First date of investment personnel status)   Print Name:        
 
               
 
      Title:        
 
               
 
      Employer:   Barrow, Hanley, Mewhinney & Strauss, Inc.    
 
               
Date:
      Signature:        
 
               
 
          Firm’s Chief Compliance Officer    

Code of Ethics 1/3/2007
 
Barrow, Hanley, Mewhinney & Strauss, Inc.

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Exhibit B
BARROW, HANLEY, MEWHINNEY & STRAUSS, INC.
CODE OF ETHICS
ANNUAL REPORT OF ACCESS PERSONS
To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, Inc.:
     1. I have read and understand the Code of Ethics and recognize that I am subject thereto in the capacity of an Access Person.
     2. I hereby certify that, during the year ended December 31, 20 ___, I have complied with the requirements of the Code and I have reported all Securities transactions required to be reported pursuant to the Code.
     3. I hereby certify that I have not disclosed pending “buy” or “sell” orders for a Client’s portfolio of the Firm to any employees of any other OMUSH affiliate, except where the disclosure occurred subsequent to the execution or withdrawal of an order.
     4. Except as noted below, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Firm, such as any economic relationship between my transactions and securities held or to be acquired by the Firm or any of its portfolios.
     5. As of December 31, 20___, I had a direct or indirect beneficial ownership in the following Securities:
         
        Type of Interest
        (Direct or
security Name/type/ticker interest rate & maturity   Number of Shares   Indirect)
         
         
         
         
         
         
         
 
       
     6. I hereby certify I have the following brokerage accounts open and have directed the firm to send duplicate confirms to Barrow, Hanley, Mewhinney and Strauss.

Code of Ethics 1/3/2007
 
Barrow, Hanley, Mewhinney & Strauss, Inc.

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    Type of Interest
Name of Firm   (Direct or Indirect)
     
     
     
     
     
     
     
     
 
   
NOTE: Do not report transactions in U.S. Government securities, bankers’ acceptances, bank certificates of deposit, commercial paper and unaffiliated registered open-end investment companies (non-Reportable Funds).
                 
Date:
      Signature:        
 
               
 
  (First date of investment personnel status)   Print Name:        
 
               
 
      Title:        
 
               
 
      Employer:   Barrow, Hanley, Mewhinney & Strauss, Inc.    
 
               
Date:
      Signature:        
 
               
 
          Firm’s Chief Compliance Officer    

Code of Ethics 1/3/2007
 
Barrow, Hanley, Mewhinney & Strauss, Inc.

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Exhibit C
BARROW, HANLEY, MEWHINNEY & STRAUSS, INC.
QUARTERLY REPORT OF ACCESS PERSONS

Securities Transactions Report for the Calendar Quarter Ended:                     
To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, Inc.:
During the quarter referred to above, the following transactions were effected in Securities of which I had, or by reason of such transaction acquired, direct or indirect beneficial ownership, and which are required to be reported pursuant to the Code adopted by the Firm.
                         
                Nature of       Broker/
Security name/type   Date of       Dollar   Transaction       Dealer
ticker   Trans-   No. of   Amount of   (Purch., Sale,       or bank
interest rate & maturity   action   Shares   Transaction   Other)   Price   name
                         
                         
                         
                         
                         
                         
                         
                         
                         
 
                       
During the quarter referred to above, the following brokerage accounts were opened with direct or indirect beneficial ownership, and which are required to be reported pursuant to the Code adopted by the Firm.
         
    Type of Interest   Date Account
Name of Firm   (Direct or Indirect)   Opened
         
         
         
         
         
         
         
         
         
 
       

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This report (i) excludes transactions with respect to which I had no direct or indirect influence or control, (ii) excludes other transactions not required to be reported, and (iii) is not an admission that I have or had any direct or indirect beneficial ownership in the Securities listed above.
Except as noted on the reverse side of this report, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Firm, such as the existence of any economic relationship between my transactions and Securities held or to be acquired by Firm clients or any related portfolios.
NOTE: Do not report transactions in U.S. Government securities, bankers’ acceptances, bank certificates of deposit, commercial paper and unaffiliated registered open-end investment companies (non-Reportable Funds).
                 
Date:
      Signature:        
 
               
 
  (First date of investment personnel status)   Print Name:        
 
               
 
      Title:        
 
               
 
      Employer:   Barrow, Hanley, Mewhinney & Strauss, Inc.     
 
               
Date:
      Signature:        
 
               
 
          Firm’s Chief Compliance Officer    

Code of Ethics 1/3/2007
 
Barrow, Hanley, Mewhinney & Strauss, Inc.

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Exhibit D
BARROW, HANLEY, MEWHINNEY & STRAUSS, INC.
ACCESS PERSONS

Personal Securities Transactions Pre-clearance Form
(See Section D(2), Code of Ethics)
To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, Inc.: I hereby request pre-clearance of the following proposed transactions:
                         
        Dollar   Nature of   Price   Broker/Dealer    
Security name/type/       Amount   Transaction   (or   or bank   Authorized
ticker interest rate &   No. of   of   (Purch., Sale,   Proposed   through   Yes
maturity   Shares   Transaction   Other)   Price)   whom effected   No
                         
                         
                         
                         
                         
                         
                         
                         
 
                       
                 
Date:
      Signature:        
 
               
 
  (First date of investment personnel status)   Print Name:        
 
               
 
      Title:        
 
               
 
      Employer:   Barrow, Hanley, Mewhinney & Strauss, Inc.     
 
               
Date:
      Signature:        
 
               
 
          Firm’s Chief Compliance Officer    

Code of Ethics 1/3/2007
 
Barrow, Hanley, Mewhinney & Strauss, Inc.

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Exhibit 99(p)(v)
(BRANDYWINE GLOBAL LOGO)
BRANDYWINE GLOBAL
INVESTMENT MANAGEMENT, LLC
CODE OF ETHICS
Dated: 11 December 2006

 


 

TABLE OF CONTENTS
         
Topic   Page
 
       
I. Introduction
    1  
 
       
A. Individuals Covered by the Code
    1  
 
       
II. Standards of Business Conduct
    2  
 
       
A. Fiduciary Duty
    2  
 
       
B. Compliance with Applicable Law
    2  
 
       
C. Excessive Personal Trading
    2  
 
       
D. Avoiding Conflicts of Interest
    2  
 
       
E. Treating All Clients Fairly
    3  
 
       
F. Sharing in Profits and Losses
    3  
 
       
G. Guarantees
    3  
 
       
H. Confidential Information and Informational Barriers
    4  
 
       
I. Corporate Opportunities
    4  
 
       
J. Gifts and Business Entertainment
    4  
 
       
K. Lending and Borrowing
    6  
 
       
L. Outside Business Activities
    6  
 
       
M. Political Contributions
    6  
 
       
N. Charitable Contributions
    6  
 
       
O. Press and Public Statements
    6  
 
       
P. Fair Dealing
    6  
 
       
Q. Safeguarding Assets and Property
    7  
 
       
R. Accuracy of Books and Records
    7  

 


 

         
Topic   Page
 
       
S. Treatment of Others
    7  
 
       
III. BGIM’s Compliance Program
    8  
 
       
IV. Insider Trading
    9  
 
       
V. Information Barriers: Sharing Investment Related Information
    11  
 
       
A. General
    12  
 
       
B. Policies
    12  
 
       
C. Procedures
    13  
 
       
D. Permitted Sharing of Information
    13  
 
       
E. Administration and Assessment of Informational Barriers
    13  
 
       
VI. Personal Trading Activities
    14  
 
       
A. Prohibited Conduct
    14  
 
       
B. Pre Clearance Requirements
    15  
 
       
C. Trading in Legg Mason Securities
    16  
 
       
D. Exemptions Relating to Pre Clearance Requirements and Trading in Legg Mason Securities
    17  
 
       
E. Trading in Reportable Funds
    18  
 
       
E. Duty to Report Information on Personal Trades
    19  
 
       
VII. Definitions
    21  
 
       
A. General Defined Terms
    21  
 
       
B. Terms Defining the Scope of a Beneficial Interest in an Investment
    21  
 
       
C. Terms Defining the Scope of a Reportable Transaction
    22  

 


 

Appendices to the Code:
         
 
  Appendix A — Taft Hartley Requirements (LM-10)   A-1
 
       
 
  Appendix B - Quarterly Transaction Report Form   B-1
 
       
 
  Appendix C — Annual Holdings Report   C-1
 
       
 
  Appendix D — Pre-Clearance Procedures   D-1
 
       
 
  Appendix E — Personal Security Transaction Form   E-1
 
       
 
  Appendix F — Form Letter to Broker, Dealer or Bank   F-1
 
       
 
  Appendix G — New Account(s) Form   G-1
 
       
 
  Appendix H – Certification of No Beneficial Interest   H-1
 
       
 
  Appendix I – Certification of Managed Account   I-1

 


 

I. INTRODUCTION
This Code of Ethics (“Code”) is intended to assist all employees of Brandywine Global Investment Management, LLC (“BGIM” or the “Company”) in meeting the high standards we follow in conducting our business. One of our most important assets is our reputation for integrity and professionalism. The responsibility of maintaining that reputation rests with you and all other employees. This shared commitment underlies our success as individuals and as a business.
The Code contains procedural requirements that you must follow to meet certain regulatory and legal requirements. Such procedures:
    Establish standards of conduct with respect to BGIM’s clients and outside parties, including the duty to protect the confidentiality of client information and rules relating to gifts and business entertainment.
 
    Describe the information barriers established by Legg Mason, Inc. (“Legg Mason”) and the related procedures that govern the dissemination of information between BGIM and other Legg Mason affiliates.
 
    Define “non-public information” and set forth the parameters for appropriate use of such information.
 
    Address trading restrictions applicable to personal investments.
The Code does not and cannot cover every possible set of facts and circumstances. Technical compliance with the Code is not sufficient if a particular action would violate the spirit of the Code.
Unless defined as they are used, the capitalized terms used in this Code are defined in Section VII below.
A.  Individuals Covered by the Code .
Access Persons: All of BGIM’s officers, directors and employees, as well as anyone else who provides investment advice on BGIM’s behalf and is subject to the Company’s supervision and control.
Other Codes of Ethics:
If you are an Access Person (as defined in this Code ), but you are employed principally by Legg Mason & Co., LLC (“LM&Co.”) and you are subject to LM&Co’s Code of Ethics, you are not subject to this Code . Legg Mason shall be responsible for monitoring your adherence to the Code of Ethics. BGIM’s Compliance Department will consult with the Legg Mason compliance staff for this purpose.

1


 

II. STANDARDS OF BUSINESS CONDUCT
This Code is based on the principle that BGIM owes a fiduciary duty to its clients, and that all Access Persons must therefore avoid activities, interests and relationships that might (1) present a conflict of interest or the appearance of a conflict of interest with BGIM’s clients, or (2) otherwise interfere with the Company’s or an Access Person’s ability to make decisions in the best interests of its clients. As used herein, the term “Client” includes the Company’s individual and institutional clients, as well as the mutual funds BGIM advises or sub-advises.
Access Persons must at all times comply with the following standards of business conduct:
A.  Fiduciary Duty .
As a registered investment adviser, Brandywine has a fiduciary relationship with its Clients. Therefore, all Access Persons must carry out their duties solely in the best interests of Clients and free from all compromising influences and loyalties. Under no circumstances may an Access Person cause a Client to take action or not take action for the Access Person’s own benefit. Any doubtful situation should be resolved in the Clients’ favor.
B. Compliance with Applicable Law.
All Access Persons must understand and comply with their obligations under Federal Securities Laws, as that term is defined in Section VII of the Code . Among other things, Federal Securities Laws make clear that it is illegal to defraud Clients in any manner, mislead Clients by affirmative statement or by omitting a material fact that should be disclosed, or to engage in any manipulative conduct with respect to Clients or the trading of securities.
Each Access Person is responsible to know, understand and follow the laws and regulations that apply to his or her responsibilities on behalf of BGIM. While no Access Person is expected to be an expert on all applicable Federal Laws and regulations, they are expected to know the Federal Laws and regulations well enough to recognize when an issue arises and to seek the advice of the Compliance Department.
C. Excessive Personal Trading.
Access Persons may not engage in excessive personal trading, or any other trading that interferes with their duties for BGIM’s Clients. See Section VI. of the Code for more information about personal trading.
D.  Avoiding Conflicts of Interest .
Access Persons may not take advantage of their knowledge or position to place their interests ahead of the interests of Clients. This duty includes an obligation to maintain complete objectivity and independence in making decisions that affect the management of Client assets. Access Persons must disclose all material facts concerning any potential conflict of interest that may arise to the Chief Compliance Officer (“CCO”) in writing.

2


 

In adhering to this principle, Access Persons:
 may not use personal influence or personal relationships improperly to influence financial reporting by BGIM;
 may not improperly cause BGIM to take action, or fail to take action, for the personal benefit of the Access Person rather than for the benefit of BGIM or its clients;
 may not improperly use their positions with BGIM, or information that belongs to BGIM or its clients, for personal gain;
 may not bind BGIM to any agreement or arrangement with an entity in which the Access Person, directly or through family members, has any material economic interest;
 must disclose to his or her department management (hereinafter, his or her manager) any situation of which they become aware in which BGIM is entering into an arrangement or agreement with an entity in which the Access Person, directly or through family members, has any material economic interest; and
 should avoid any activities, interests or associations outside BGIM that could impair their ability to perform their work for BGIM objectively and effectively, or that could give the appearance of interfering with their responsibilities on behalf of BGIM.
E. Treating All Clients Fairly.
Neither BGIM nor its Access Persons shall favor the interests of one Client over another. In particular, they will not favor large accounts over small accounts, or personal or family accounts over the accounts of other clients. Although it may not be possible to treat each Client identically in every single transaction, on the whole, no client or group of Clients will be disadvantaged to benefit any other Client or group of Clients.
F. Sharing in Profits and Losses.
No Access person shall directly or indirectly agree to share in the profits earned or losses incurred in any Client’s account. This does not limit BGIM from entering into performance-based fee arrangements with clients under applicable Federal Securities Laws.
G. Guarantees.
No Access Person shall warrant or guarantee the future value of or return on any security. In addition, no Access Person shall warrant or guarantee the success or profitability of any investment advice that BGIM renders or any trading strategy that BGIM employs.

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H. Confidential Information and Informational Barriers.
Access Persons may be in a position to know about Clients’ identities, investment objectives, funding levels, and future plans as well as information about the transactions that BGIM executes on their behalf and the securities holdings in their accounts. All this information is considered confidential and must not be shared with persons outside the Company, such as vendors, family members, or market participants unless otherwise permitted. Without limiting the generality of the foregoing, all Access Persons are subject to and shall not share information relating to BGIM’s investment activities or proxy voting activities with any other Legg Mason affiliate except in accordance with the provisions of the Informational Barriers policy located in Section V of this Code .
In addition, Access Persons are prohibited from trading in any Investment (or Equivalent Instrument) at a time when the Access Person possesses material nonpublic information regarding the Investment or the issuer of the Investment. Without limiting the generality of the foregoing, all Access Persons are subject to and shall abide by the Insider Trading Procedures in Section IV of this Code .
In order to ensure that confidential information is appropriately protected, Access Persons may not disclose or misuse confidential information of third parties or BGIM’s confidential proprietary information to which they gain access through their relationships with BGIM, except when disclosure is authorized by BGIM or the person to whom the information belongs, or is required by law. In addition, Access Persons generally should not disclose confidential information about BGIM or its clients to other employees of BGIM unless such other employees have a need to know such information in connection with their jobs.
I. Corporate Opportunities.
Access Persons are required to advance the interests of BGIM when an Access Person becomes aware of a financial opportunity as a result of that person’s relationship with BGIM, or through the use of BGIM property, that opportunity belongs, in the first instance, to BGIM. No Access Person may take for himself or herself any opportunity for the sale or purchase of products, services or interests that belongs to BGIM without the prior written approval of BGIM’s Compliance Department. If an Access Person is presented with an investment opportunity in his or her capacity as a representative of BGIM, the Access Person may personally take advantage of the opportunity only if the investment is approved in writing by the Compliance Department. In considering any request regarding an opportunity, including an investment opportunity, the Compliance Department may consult with the Compliance Committee.
J. Gifts and Business Entertainment.
  a.   Scope: For purposes of this Section, the terms “gifts” and “business entertainment” are intended to be construed broadly and include accepting anything of value, including meals, lodging, travel, cash, Investments, merchandise, loans and expense reimbursements, except to the extent specifically excluded below. Note that these terms include anything of value provided directly or indirectly, e.g., anything provided to an Access Person on behalf of the third party from whatever source.

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      For an item to be considered “business entertainment,” the vendor must be present at the event/meal and there must be an opportunity to discuss matters relating to BGIM’s business. For example, if an Access Person receives theater tickets from a vendor, the tickets are “business entertainment” only if the vendor attends the event and there is an opportunity to discuss business matters. If not, the tickets should be treated as a “gift” for purposes of this Section and subject to the limitations set forth below.
 
  b.   Interpretation: All questions regarding interpretation of this Section shall be referred to BGIM’s Compliance Department.
1. Giving Gifts:
No Access Person shall give a gift of any other thing of value in excess of $250 per individual per year to any person where the gift relates to the business of the recipient’s employer. Nor may an Access Person make a cash payment of any amount to such individual. The prohibitions in this paragraph do not apply to gifts to persons with whom the Access Person has a family or other personal relationship that exists apart from his or her association with BGIM.
These prohibitions also shall not apply to ordinary and usual business entertainment hosted by BGIM, so long as such entertainment is neither so frequent nor so extensive as to raise any questions of propriety . Special requirements may apply with regard to gifts or business entertainment directed to employees of a public pension plan or Taft-Hartley pension plan. The requirements relating to Taft-Hartley pension plans are spelled out in Appendix A to this Code.
2. Receiving Gifts:
An Access Person may not receive any gift or any other thing of value in excess of $250 per individual per year from any person or entity that does business with or on behalf of BGIM. This prohibition does not apply to receiving gifts from persons with whom the Access Person has a family or other personal relationship that exists apart from his or her association with BGIM. Further, these prohibitions also shall not apply to ordinary and usual business entertainment hosted by a party who does business with BGIM, so long as such entertainment is neither so frequent nor so extensive as to raise any questions of propriety. Under no circumstances may an Access Persons solicit a gift from a person who does business with BGIM.
3. Procedure:
BGIM’s Compliance Department maintains a gift log. On a quarterly basis, Access Persons must report and acknowledge all gifts received and given. Access Persons should use reasonable judgment in estimating the value of any gifts received. Any questions about the fair market value of a gift should be referred to the Compliance Department. See Appendix B.

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K.  Lending and Borrowing .
Access Persons shall not lend or borrow money, securities, or commodities to or from a client.
L. Outside Business Activities.
No Access Person may engage in outside business activities or serve on the board of directors of a publicly-held company absent prior written authorization by the BGIM’s Compliance Committee.
No Access Person shall serve as the General Partner to a limited partnership, the managing member of a limited liability company, the trustee of a trust, or the executor of an estate if such limited partnership, limited liability company, trust or estate is a Client of BGIM’s, unless the Access Person first receives written permission from the Chief Compliance Officer. Such permission shall not be granted if it would cause BGIM to be deemed to have technical custody over the assets. Nor will an Access Person be allowed to accept payment for acting in any such capacity if BGIM is also paid to manage the account.
M. Political Contributions.
No Access Persons shall directly or indirectly make any political contribution to any government entity, municipality, official or candidate for the purpose of obtaining or retaining BGIM or its affiliates as investment advisers. Access Persons are specifically prohibited from making political contributions to any person who may influence the selection or retention of an investment adviser by a government entity. This prohibition shall not apply to contributions made to officials for whom the Access Person is entitled to vote, so long as the total amount of the contributions does not exceed $250 per election. Access Persons are required to disclose all political contributions and certify annually that they have and will comply with this provision.
N. Charitable Contributions.
Access Persons shall not cause BGIM to directly or indirectly make contributions to any charitable organization or cause, without first obtaining written permission. In order to request permission, you must complete a Charitable Contribution Form. Any decision to grant such permission will depend on the specific facts and circumstances involved.
O. Press and Public Statements.
Access Persons shall not, without first obtaining written permission from the Compliance Committee, take part in any radio, television or print interview or in a seminar or forum (including an interactive electronic forum) in which the Supervised Person will comment on investment issues. “Investment issues” include, but are not limited to, issues relating to specific securities or issuers, market sectors, or the securities markets generally.
P. Fair Dealing.
It is BGIM’s policy to compete aggressively in each business in which it is engaged, but to compete ethically, fairly and honestly. BGIM seeks to succeed through superior performance,

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service, diligence, effort and knowledge, and not through unfair advantage. To this end, BGIM is committed to dealing fairly with its clients, customers, vendors, competitors and employees. No Access Person may take unfair advantage of any other person or business through any unfair business practice, including through improper coercion, manipulation, concealment, abuse of privileged information or misrepresentation of material fact.
Q. Safeguarding Assets and Property.
BGIM’s assets and properties represent a key portion of BGIM’s value as an enterprise and are very important to BGIM’s ability to conduct its business. BGIM’s assets and properties include both physical assets such as cash, securities, physical property and equipment and intangible assets such as business strategies and plans, intellectual property, services and products. Each Access Person is responsible for safeguarding BGIM’s assets and properties that are under his or her control. Theft of, or fraudulently obtaining BGIM assets or property is forbidden under applicable laws and company policies, and any suspected theft or misappropriation of BGIM assets or property should be reported to the Compliance Department immediately for investigation. Furthermore, except where permitted by BGIM, Access Persons should not abuse BGIM assets or property for their personal benefit. In addition to protecting BGIM’s assets and property from theft or misuse, Access Persons should be careful not to waste any of BGIM’s assets or property.
As part of its business, BGIM may come into possession of property of clients, vendors and other third parties. It is vitally important to BGIM’s business and reputation that all client property that comes into BGIM’s possession is protected and maintained with the same degree of skill and care as BGIM uses to safeguard its own property. Each Access Person is responsible for safeguarding the properties, belonging to clients, vendors and other third parties, that are under his or her control.
R. Accuracy of Books and Records.
BGIM engages in various business activities that are subject to Federal Securities Laws. As such, BGIM is subject to numerous regulations regarding its books and business records. These regulations require that BGIM maintain accurate and complete business records, books and data in a timely manner. Each Access Person is responsible to ensure the accuracy and completeness of any business information, reports and records under his or her control. No Access Person may intentionally make false or misleading entries in any of BGIM’s books and records. In providing information to be included in BGIM’s books and records, Access Persons must be candid and accurate.
S. Treatment of Others.
Access Persons must treat all persons with whom they come into contact, including other employees, clients and suppliers, fairly and with respect. Each employee should be able to work in an environment that promotes equal employment opportunities and prohibits discriminatory practices, including harassment. Therefore, BGIM expects that all relationships among persons in the workplace will be professional and free of bias, harassment or violence. Access Persons who violate laws or BGIM policies requiring fairness and respectful treatment of others are

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subject to disciplinary action by BGIM and, potentially, civil or criminal liability. Access Persons are encouraged to report to BGIM’s Director of Human Resources any violations of these laws or policies of which they become aware.
BGIM is committed to the diversity of its workforce in order to help achieve growth and success for the organization. BGIM strives to provide an environment that promotes respect, integrity, teamwork, achievement and acceptance regardless of race, gender, age, national origin, or any other factor that makes people unique. While all representatives of BGIM share the common goal of responsiveness to clients and each other, at the same time they should embrace and value the differences in employees.
III. BGIM’S COMPLIANCE PROGRAM
A.   BGIM shall provide each Access Person with a copy of this Code and any amendments thereto. Each Access Person shall be required annually to deliver an Information Statement to the CCO. This statement (a sample of which is attached as Appendix C to this Code) includes information regarding the Access Person’s disciplinary history, outside business activities personal securities holdings and political contributions. Access Persons will also be asked to acknowledge their receipt of and compliance with the Code of Ethics. Acknowledgement of the receipt of any future amendments to the Code will be required as well.
B.   BGIM’s Compliance Department and the Compliance Committee, if necessary, shall be responsible for maintaining a surveillance program reasonably designed to monitor the activities of all Access Persons, in order to ensure compliance with this Code of Ethics and BGIM’s other compliance policies and procedures. This surveillance program shall include, but not be limited to, reviewing e-mails and other electronic communications transmitted through BGIM’s facilities and reviewing Access Persons’ personal trading activities, as described in more detail below.
C.   Access Persons must promptly report any existing or threatened violations of this Code of Ethics (by themselves or others) to the CCO. Such reports may be oral or in writing, but if in writing, should not be sent via e-mail. Reports need not be signed; anonymous reports will be accepted. BGIM will not retaliate or allow its Access Persons to retaliate against any Access Person who, in good faith, reports a perceived violation of the Code of Ethics. The CCO will create and retain a record of the reported violation and any action the BGIM takes in response thereto. Such action may include sanctioning the violative conduct, as described below. BGIM may be required to turn such records over to the SEC.
D.   BGIM’s Compliance Committee may impose sanctions or take other action against an Access Person who violates this Code of Ethics or other BGIM compliance policy or procedure. Possible action includes a verbal warning, letter of reprimand, suspension of personal trading privileges, suspension of employment (with or without pay) or termination of employment. The Company also may require an Access Person to reverse an improper personal securities trade and forfeit any profit or absorb any loss derived therefrom. The Compliance Committee shall compute the amount of any profit to be forfeited, and shall donate this amount to a charitable organization of the Compliance Committee’s choosing. Such donations shall not result in any

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    net tax benefit to the Access Person. BGIM may also report material violations to the SEC or criminal authorities.
 
E.   BGIM will conduct such compliance training sessions as circumstances warrant. The purpose of these meetings is to ensure that Access Persons are familiar with the complex regulatory requirements that apply to our business. Attendance at these meetings is mandatory.
F.   BGIM’s Compliance Committee or its designee may, in its sole discretion, grant exceptions to the requirements of this Code of Ethics if the circumstances warrant. All exceptions must be in writing and may be subject to such conditions as the Compliance Committee or its designee may impose.
IV. INSIDER TRADING
Stiff criminal and civil penalties are imposed upon persons who trade on the basis of inside information or who communicate such information to others in connection with a securities transaction. BGIM’s Insider Trading policy applies to all Access Persons and extends to Access Persons’ conduct both within and outside of their duties at the BGIM.
A.   “Inside information” is defined as material nonpublic information about an issuer or security. Such information typically originates from an “insider” of the issuer, such as an officer, director, or controlling shareholder. However, insider trading prohibitions also extend to trading while in possession of certain market information.
 
    “Market information” is material nonpublic information which affects the market for an issuer’s securities but which comes from sources outside the issuer. A typical example of market information is knowledge of an impending tender offer, which may come from sources other than an insider. However, not all market information raises insider trading concerns. For example, portfolio managers or analysts may learn material, nonpublic market information that did not come from an insider or from someone who otherwise misappropriated the information. Or, a portfolio manager or analyst may be able to predict a corporate action or event based on a perceptive assembly and analysis of material public information or nonmaterial nonpublic information. Since this activity lies at the heart of what a good portfolio manager or analyst is supposed to do, such information or conclusions may be used to make investment decisions.
 
B.   In order to assess whether a particular situation runs afoul of the prohibition against insider trading, Access Persons should consider the following:
  1.   Information is deemed “material” if there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions.
 
  2.   Information is considered “nonpublic” if it has not been released through appropriate public media in such a way as to achieve a broad dissemination to the investing public generally, without favoring any special group. Unfortunately, the question of publicity is very fact-specific; there are no hard and fast rules. In the past, information has been deemed to be publicly disclosed if it was given to the Dow Jones Broad Tape, Reuters Financial Report, the Associated Press, United Press International, or one or more newspapers of general circulation in the New York City area. On the other hand, public dissemination is

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      not accomplished by disclosure to a select group of analysts, broker-dealers and market makers, or via a telephone call-in service for investors. Note that there also is authority that disclosure to Standard and Poor’s and Moody’s alone may not suffice.
 
  3.   By virtue of SEC Rule 10b5-1, a person will be presumed to have traded “on the basis of” inside information if he was aware of the material, non-public ( i.e., inside) information when he made the purchase or sale. Notwithstanding this presumption, a person will not be deemed to have traded on inside information if he can show that: (a) before becoming aware of the information, he had (i) entered into a binding contract to buy or sell the security, which contract adequately specified the terms of the trade or did not permit the trader to exercise subsequent influence over the trade details; (ii) provided instructions to another person to execute the trade or (iii) adopted a written plan for trading the securities, and (b) the purchase or sale that occurred was pursuant to the contract, instruction or plan.
 
      An entity other than a natural person may also escape the presumption of trading on the basis of inside information if the entity can show that the person who made the investment decision on behalf of the entity was not aware of the information, and if the entity had implemented reasonable policies and procedures to ensure against insider trading violations.
C.   SEC Rule 10b5-2 addresses the question of when insider trading liability arises from the misappropriation of confidential information in the context of a family or other personal relationship. Under this rule, a person receiving confidential information could be liable for insider trading where:
  1.   the person agreed to keep the information confidential;
 
  2.   a reasonable expectation of confidentiality can be implied from the fact that the parties to the communication have a history or practice of sharing confidences; or
 
  3.   the person supplying the information is a spouse, partner, child or sibling of the person who receives the information, unless there is an affirmative showing based on the particular circumstances of the family relationship that there was no reasonable expectation of confidentiality.
D.   The selective disclosure of material nonpublic information by corporate insiders may lead to insider trading violations by an outsider — BGIM, for example — under the following conditions:
  1.   the insider intentionally breached a duty of confidentially owed to the issuer’s shareholders;
 
  2.   the insider received some personal benefit from this breach, either by way of monetary gain or a reputational benefit that could translate into future earnings:
 
  3.   the outsider knew or should have known that the insider breached a duty by disclosing the information; and
 
  4.   the outsider acts with a mental state showing an intent to deceive, manipulate or defraud.

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    An outsider might also run afoul of the prohibition against insider trading under a “misappropriation” theory. This theory applies to those who trade on information they have taken in breach of some fiduciary duty, even though that may not be a duty to the issuer’s shareholders. An example of this would be an employee of an investment adviser who trades while in possession of material, nonpublic information she learns in the course of her advisory duties. Investment information relating to BGIM’s Clients should be treated as inside information.
 
E.   In order to prevent even inadvertent violations of the ban on insider trading, or even the appearance of impropriety regarding other forms of personal trading, all Access Persons must adhere to the following standards of conduct:
  1.   All information about Clients, including but not limited to the value of accounts; securities bought, sold or held; current or proposed business plans; acquisition targets; confidential financial reports or projections; borrowings, etc . must be held in strictest confidence. Using or sharing this information other than in connection with the investment of BGIM’s managed accounts is strictly prohibited.
 
  2.   When obtaining material information about an issuer from insiders of the company, determine whether this information has already been disseminated through public channels.
 
  3.   In discussions with securities analysts, it also may be appropriate to determine whether the information the analyst provides has been publicly disseminated.
If you suspect that you or the firm has learned material, nonpublic information, you should immediately contact the Compliance Department and refrain from disclosing the information to anyone else, unless specifically advised to the contrary. The Compliance Department will review the information and consult with the Compliance Committee and/or outside counsel, if necessary, to determine whether the information is material and non-public. The following measures will be taken if deemed necessary:
BGIM will place the affected company on a “Watch List” and restrict the flow of material, non-public information to allow BGIM’s portfolio managers, analysts and traders who do not come into possession of the information to continue their ordinary investment activities. (This list is highly confidential and may not be disseminated to anyone outside BGIM’s Compliance Department.)
In the alternative, BGIM will place the affected company on a “Restricted List” in order to prohibit trading in any security of the affected company, except non-solicited trades after specific approval by Brandywine’s Compliance Department. (This list is highly confidential and may not be disseminated to anyone outside BGIM’s Compliance Department.)
V. INFORMATION BARRIERS: SHARING INVESTMENT-RELATED INFORMATION
Information Barriers exist between the employees of BGIM and the officers, directors and employees of Legg Mason and any of its affiliates (collectively, “Affiliates”). These barriers, which are also referred to as a “Chinese Wall,” are designed to prevent the dissemination of

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inside, confidential and proprietary information outside Brandywine and to ensure that Brandywine does not consult or enter into agreements with its Affiliates regarding the voting, acquisition or disposition of any securities owned by BGIM’s clients.
A. General.
BGIM, a wholly-owned subsidiary of Legg Mason, independently and exclusively maintains and exercises authority to vote, acquire, and dispose of securities for its discretionary investment management clients, unless otherwise required by law, rule or regulation. In exercising this authority, BGIM does not consult or enter into agreements with officers, directors, or employees of Legg Mason or its Affiliates regarding the voting, acquisition, or disposition of any securities owned by its investment management clients, and it intends to continue to conduct its business in a similar manner.
Notwithstanding the foregoing, BGIM has entered into an arrangement with Legg Mason Investment Counsel, LLC (“LMIC”), an affiliated registered investment adviser, and may enter into similar arrangements with other Affiliates. Within this arrangement BGIM provides LMIC with securities recommendations and investment advice by providing to LMIC the Company’s ValueCore International Model and Traditional Large Cap Value Equity Model (the “Model Portfolios”). In addition to securities recommendations, BGIM may provide LMIC with periodic reports relating to the Model Portfolios, such as market conditions, market review and outlook or investment performance and analysis. When applying the policies and procedures set forth below, the Company shall not (1) be prevented from sharing with or obtaining from LMIC information relating to the Model Portfolios, or (2) treat LMIC as an Affiliate, as described above, in matters concerning the Model Portfolios. As a result, when determining the Company’s beneficial ownership of securities held in the Model Portfolios, the Company shall aggregate its holding with those of LMIC and any other affiliates party to such arrangement.
BGIM has adopted the following policies and procedures to ensure that it does not and will not consult or enter into agreements with Affiliates regarding voting, acquisition, or disposition of any securities owned by its investment management clients.
B. Policies.
Under ordinary circumstances, BGIM’s portfolio managers: (1) have exclusive authority to make voting and investment decisions with respect to securities held by BGIM’s Clients; (2) make all voting and investment decisions independently and without the participation of officers, directors, or employees of Affiliates; and (3) do not attempt to influence the voting or investment decisions to be made with respect to securities held by clients of Affiliates. All exceptions to this policy must be approved in writing by BGIM’s CCO. The CCO will maintain records of each exception in a file available for inspection by the Asset Management Group of Legg Mason’s Legal and Compliance Department.
BGIM has established and will enforce procedures designed to limit the flow of information to and from Affiliates relating to the voting and disposition of client securities.

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C.   Procedures.
Establishment of Informational Barriers . BGIM will maintain the following informational barriers:
  1.   Except in circumstances where BGIM has been retained to provide management services for a client of an Affiliate (e.g., retention as a sub-adviser), BGIM will not share its Client holding reports or proxy voting records with individuals responsible for making voting or investment decisions (“Investment Personnel”) for Affiliates; nor will the Company request such data from Affiliates.
 
  2.   BGIM will instruct its Investment Personnel to refrain from communicating BGIM’s investment intent or voting intent with respect to specific securities held by BGIM’s Clients during communications with investment personnel of Affiliates.
 
  3.   BGIM will not permit Investment Personnel of Affiliates to serve as members of BGIM’s investment committee, nor will it permit its Investment Personnel to serve as members of an investment committee established by Affiliates.
 
  4.   BGIM’s traders will not coordinate orders for its Clients with trades for clients of Affiliates.
 
  5.   BGIM will provide a copy of these policies and procedures to all of its Access Persons.
D.   Permitted Sharing of Information .
 
    The informational barriers are not intended to prevent the free flow of information that could be classified as investment research or investment recommendations; nor are they intended to prevent BGIM from discussing its investment philosophy or its analysis of securities with officers, employees, or investment personnel of Affiliates.
 
    BGIM may also provide Client holdings reports and reports describing its proxy voting record to management and administrative personnel employed by Affiliates; provided (a) such persons are not involved with voting or investment decisions and BGIM’s Chief Compliance Officer has approved the delivery of such information, including the specific recipients; or (b) the public disclosure of such holdings reports or proxy voting records is required by rule, regulation, or law.
 
E.   Administration and Assessment of the Informational Barriers.
 
    BGIM’s Compliance Department will administer the maintenance of the informational barriers and will maintain all records necessary to establish that BGIM remains in compliance with its policies and procedures. The CCO must approve any exception to the policies and procedures described above and maintain a record describing the reasons for and conditions applicable to such approval. These records will be made available for inspection by the Asset Management Group of Legg Mason’s Legal and Compliance Department.
 
    BGIM’s Compliance Department will also coordinate with the Asset Management Group of Legg Mason’s Legal and Compliance Department to schedule periodic assessments of the operation of the BGIM’s policies and procedures established to prevent the flow of information to and from Affiliates relating to the voting, acquisition, and disposition of client securities.

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VI. PERSONAL TRADING ACTIVITIES
Note that the provisions contained in this Section apply to all transactions in which an Access Person has or acquires a Beneficial Interest. As explained more fully in Section VII below, an Access Person is generally deemed to have a Beneficial Interest in any Investment he or she owns individually or jointly with another person, and any Investment owned by a member of the Access Person’s Immediate Family who resides in the Access Person’s household. The terms “Investment” and “Immediate Family” are also defined below.
Even where there is no misuse of material, nonpublic information, the purchase or sale of securities by an investment adviser or its employees for their own accounts may be problematic. Because BGIM is compensated to render investment advice to Clients, fiduciary concerns arise where Access Persons also trade for their own accounts. Therefore, Access Persons must conduct any personal securities trading in a manner which avoids not only actual improprieties but even the appearance of impropriety. In order to achieve these goals, Access Persons must strictly comply with the following requirements.
A. Prohibited Conduct.
Access Persons may not:
  1.   Independent Judgment. Allow the independent judgment they exercise on behalf of Clients to be compromised. Under no circumstances, may an Access Person take or fail to take any action for Client accounts in order to benefit his or her own Investment interests.
 
  2.   Market Manipulation . Engage in transactions intended to raise, lower, or maintain the price of any Investment or to create a false appearance of active trading.
 
  3.   Front-Running Transactions . Make any purchase or sale of an Investment (or Equivalent Instrument) at a time when the Access Person knows that (a) BGIM is or may be considering a purchase or sale of such Investment on behalf of its Clients, or (b) BGIM is in the process of acquiring or selling that Investment on behalf of Clients . See seven day black out period in Section B. 1. a. below.
 
  4.   Market Timing . Use their knowledge of the portfolio holdings of a Reportable Fund to engage in any short-term or other abusive trading strategy involving such Fund that may conflict with the best interests of the Fund and its shareholders.
 
  5.   Others . Engage in transactions intended to raise, lower or maintain the price of any Investment or to create a false appearance of active trading;
  - Divert trading opportunities in any Investment away from managed accounts in favor of the Access Persons’ own accounts or BGIM’s proprietary accounts;
 
  - Allocate executed trades in such a way as to favor their own or Brandywine’s proprietary accounts and to disadvantage the accounts of Clients;

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  - Engage in and any other transaction deemed by the BGIM Compliance Department to involve a potential conflict of interest, possible diversions of corporate opportunity, or an appearance of impropriety or conflict.
B. Pre-Clearance Requirements.
  1.   General Requirements .
 
      Unless an exemption applies, any Transaction in which an Access Person has or acquires a Beneficial Interest (including a Transaction in Legg Mason stock) must be pre-cleared in accordance with the procedures established by BGIM’s Compliance Department, a copy of which is attached as Appendix D (the “Pre-Clearance Procedures”).
 
      All Access Persons must use the CTI iTrade system to obtain preclearance of personal trades. CTI iTrade is accessible through BGIM’s Intranet site, where Access Persons must submit their personal trade requests for approval against BGIM’s actual and planned trading on a pre-trade basis.
 
      If an Access Person should experience any trouble or technical difficulties using CTI iTrade , or if an Access Person is out of the office with no access to CTI iTrade , the Access Person should contact BGIM’s Compliance Department for assistance or trade approval. In no instance shall an Access Person place a personal trade for his or her account without first obtaining approval . If the Compliance Department is unavailable on any day that assistance or approval is sought, then written trade approval must be obtained from either a member of the Investment Committee or the Compliance Committee. Approval must be obtained using the Personal Security Transaction Approval Form . (Appendix E)
  a.   Authorization rules. In order to ensure that Access Persons’ personal trades do not interfere with trading for BGIM Clients, CTI iTrade (or the Compliance Department where CTI iTrade is not available) will enforce the following blackout rules.
 
      Seven Day Blackout .
      In order to ensure that Access Persons’ personal trades do not interfere with trading for BGIM Clients, Access Persons will not be authorized to purchase or sell an Investment within seven calendar days of a purchase or sale of the same Investment (or Equivalent Instrument) by a client account managed by BGIM.
 
      BGIM’s automated pre-clearance system (ex. CTI iTrade ), or the Compliance Department’s pre-clearance process where its automated pre-clearance system is not available, will enforce this blackout rule for personal trades effected within seven days after — and where possible, within seven days before — trades effected for client accounts. Access Persons who fail to pre-clear their personal trades in accordance with this section may be sanctioned in accordance with Section III.D of this Code of Ethics. Such sanctions may include being required to reverse an improper personal securities trade and forfeit the profit or absorb the loss derived therefrom.

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      In some cases, a personal trade that was authorized through BGIM’s automated pre-clearance system will nevertheless turn out to have been effected within seven days before trades in the same Investment (or Equivalent Instrument) are effected for client accounts. In these cases, BGIM’s Compliance Department will review the facts and circumstances of the subject personal trade to determine whether the Access Person knew or had reason to know that BGIM was about to buy or sell the same Investment (or Equivalent Instrument) for clients. Depending on the findings of this review, the Access Person may be subject to the sanctions referred to above.
  b.   Length of Trade Authorization Approval . The authorization for a personal securities Transaction is effective until the earliest of (i) its revocation by the Compliance Department, (ii) the moment the Access Person learns that the information provided to the Compliance Department pursuant to the Pre-Clearance Procedures is not accurate, or (iii) the close of business on the trading day on which the authorization is granted (for example, if authorization is provided on a Monday, it is effective until the close of business on Monday).
  i.   If the order for a Transaction is not placed within that period, a new authorization must be obtained before the Transaction can be placed.
 
  ii.   If the Transaction is placed but has not been executed before the authorization expires (as, for example, in the case of a limit order or “good ‘til cancelled” order), it is the responsibility of the Access Person to obtain a new authorization.
  c.   No Explanation Required for Refusals . In some cases, BGIM’s Compliance Department may refuse to authorize a Transaction for a reason that is confidential. The Compliance Department is not required to give an explanation for refusing to authorize any Transaction.
2.   Investment Transactions Requiring Special Prior Approval.
 
    Access Persons are prohibited from engaging in the following types of transactions unless the Compliance Committee grants prior written approval, g iven the special conflict-of-interest issues these transactions raise.
  a.   Initial Public Offerings . Any purchase of an Investment in an initial public offering (other than a new offering of a registered open-end investment company); and
 
  b.   Private Placements . Hedge Funds, Limited Partnerships, Private Equity Partnerships and Venture Capital Funds. Any acquisition of a Beneficial Interest in an Investment through a Private Placement, including without limitation, investments in limited partnerships, hedge funds, private equity partnerships and venture capital funds.
C. Trading in Legg Mason Securities.
  1.   Acquisitions and Dispositions. The pre-clearance requirements apply to personal trading in Legg Mason securities. Access Persons should be especially careful to avoid the appearance of impropriety and may not engage in short-term speculative transactions in such securities.

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  2.   Trading Window . Generally, Access Persons may purchase or sell Legg Mason securities at any time, other than the period beginning five trading days before the expected release of quarterly earnings and continuing for two days immediately following quarterly earnings releases. From time to time, events may warrant the imposition of additional trading restrictions. It is important to note that Access Persons who are in possession of material, non-public information regarding Legg Mason are prohibited from acquiring or disposing of Legg Mason securities. Questions about whether information regarding Legg Mason may be material or whether information about Legg Mason is public should be directed to the CCO who may, as appropriate, seek advice from Legg Mason’s General Counsel.
 
  3.   Short Sales. Access Persons may not engage in short sales of Legg Mason securities, except short sales versus the box.
 
  4.   Purchases and Sales of Listed and OTC Options and Derivatives . Access Persons may not engage in purchases or sales of listed or OTC options or derivatives relating to Legg Mason, other than opening and closing hedging transactions, such as covered call options and protective put options.
D.   Exemptions Relating to Pre-Clearance Requirements and Trading in Legg Mason Securities.
 
    Notwithstanding the foregoing, the following types of Transactions are exempt from the pre-clearance requirements and trading restrictions of Section VI. B and C:
  1.   Mutual Funds and ETFs . Any purchase or sale of an Investment issued by any registered open-end investment companies (including College Savings Plans established under Section 529(a) of the Internal Revenue Code known as “Section 529 Plans”) or exchange-traded fund. However, transactions in Reportable Funds are subject to the additional trading restrictions set forth in Section VI.E below, and all Transactions in Reportable Funds and exchange-traded funds must be reported to the BGIM Compliance Department pursuant to Section VI.F below.
 
  2.   No Knowledge . Transactions where the Access Person has no knowledge of the Transaction before it is completed (for example, Transactions effected for an Access Person by a trustee of a blind trust, or discretionary trades made by an investment manager retained by the Access Person, in connection with which the Access Person is neither consulted nor advised of the trade before it is executed);
 
  3.   Certain Corporate Actions . Any acquisition of an Investment through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of Investment.
 
  4.   Automatic Investment Plans . Any Transaction in an Investment pursuant to an Automatic Investment Plan (as defined in Section VII), except where such Plan has been overridden.
 
  5.   Options-Related Activity . Any acquisition or disposition of a security in connection with an option-related Transaction that has been previously approved pursuant to the Code. For example, if an Access Person receives approval to write a covered call, and the call is

17


 

      later exercised, the pre-clearance requirements and trading restrictions of this Code are not applicable to the sale of the underlying security.
 
  6.   Rights . Any acquisition of an Investment through the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent the rights were acquired in the issue.
 
  7.   Options on Broad-Based Indices . Any Transaction involving options on certain broad-based indices designated by the Compliance Committee. The broad-based indices designated by Compliance may be changed from time to time and presently consist of the S&P 500, the S&P 100, NASDAQ 100, Nikkei 300, NYSE Composite, and Wilshire Small Cap indices; and
 
  8.   Other Exempt Transactions . Any Transaction involving the following types of Investment:
  a.   direct obligations of the U.S. Government;
 
  b.   bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;
 
  c.   commodities.
E.  Trading in Reportable Funds .
  1.   60-Day Holding Period . No Access Person may redeem (or exchange out of) shares of a Reportable Fund in which the Access Person has a Beneficial Interest within sixty (60) calendar days of a purchase of or exchange into shares of the same Reportable Fund for the same account, including any individual retirement account or 401(k) participant account.
 
  2.   Exemptions. The following Transactions involving Reportable Funds are exempt from sixty-day holding period set forth in this Section:
  a.   Money Market Funds . Transactions in any Reportable Funds that are money market funds.
 
  b.   No Knowledge . Transactions in any Reportable Funds where the Access Person has no knowledge of the Transaction before it is completed (for example, Transactions effected for an Access Person by a trustee of a blind trust, or discretionary trades made by an investment manager retained by the Access Person, in connection with which the Access Person is neither consulted nor advised of the Transaction before it is executed).
 
  c.   Automatic Investment Plans . Transactions in Reportable Funds pursuant to an Automatic Investment Plan, except where such Plan has been overridden.
 
  d.   Non-Material 401(k) Account Reallocations . Within 60 days of a prior reallocation, sales of Reportable Funds through a reallocation of a Access Person’s current

18


 

      holdings in his/her 401(k) participant account as long as this subsequent reallocation does not materially alter (by more than 2%) the percentage of the account that is invested in a particular Reportable Fund. For example, if for the second time within 60 days, an Access Person rebalances his or her current holdings to counteract the impact of market appreciation, the resulting sale or exchange from in any underlying Reportable Funds, if not material (if lower than or equal to 2%) in relation to the overall composition of the account, would not be subject to the prohibited transactions restrictions.
F.   Duty to Report Information on Personal Trades.
  1.   Holdings Reports . Within 10 days after an Access Person joins the Company and once a year thereafter, he or she must supply the CCO with a list of all his or her securities holdings. The information in the Holdings Report must be current as of a date not more than 45 days prior to the individual’s becoming an Access Person or — for annual reports — the date the report is submitted. A sample Holdings Report form is included with the Annual Certification attached as Appendix C.
 
      Instead of creating a separate document, an Access Person can satisfy the initial Holdings Report requirement by timely filing and dating a copy of a securities account statement listing all of his or her securities holdings, so long as that statement provides all the required information. Likewise, an Access Person can satisfy the annual Holdings Report requirement by confirming in writing the accuracy and completeness of composite account statements that have already been supplied to the CCO or composites that have already been created by the Compliance Department.
 
  2.   Transaction Reports . In addition to the Holdings Reports, Access Persons are also required to report their securities transactions to the CCO on a quarterly basis. In order to satisfy this obligation, Access Persons must direct each of their broker-dealers and banks 1 to send copies of confirmations and monthly or quarterly account statements directly to the CCO. A form letter that can be used for this purpose is attached as Appendix F. In the event that an Access Person engages in a securities transaction that does not appear on his or her account statement, he or she will be required to file a separate Transaction Report regarding the trade within 15 days after the end of the calendar quarter in which the trade took place. A Transaction Report Form to be used for this purpose is attached as Appendix C.
 
      Note: The purchase of an interest in a commingled investment vehicle managed by BGIM is subject to these reporting requirements. (DBIT & MGT) Access Persons must notify the CCO in writing before purchasing an interest in a commingled vehicle managed by BGIM.
 
  3.   New Reportable Accounts . If an Access Person opens a new reportable account that has not been previously disclosed, the Access Person must immediately notify BGIM’s
 
1   Information is required with regard to securities accounts only. Regular bank account statements need not be supplied.

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      Compliance Department in writing of the existence of the account and make arrangements to comply with the reporting requirements set forth in Appendix G.
 
  4.   Exceptions to the Reporting Requirements . Access Persons do not need to include the following Transactions in either Holdings or Transactions Reports:
  a.   Approved Brokerage Accounts . Transactions effected in brokerage accounts at firms approved by the Compliance Department, where automated feeds into the BGIM personal trading compliance system have been arranged.
 
  b.   Approved Retirement Plan Participant Accounts . Transactions effected in participant accounts in 401(k) retirement plans approved by the Compliance Department, where automated feeds into the BGIM personal trading compliance system have been arranged.
 
  c.   Managed Accounts . Transactions about which the Access Person has no knowledge before they are completed. This would include, for example, (i) transactions effected for an Access Person by a trustee of a blind trust, or (ii) discretionary trades by an investment manager retained by the Access Person, in each case, in connection with which the Access Person is neither consulted nor advised of the trade before it is executed. In order to qualify for this exception, an Access Person will be required to supply the Compliance Department with a certification in the form attached hereto as Appendix I. He or she also will be obliged to identify each Managed Account in the Access Person’s annual Holdings Report, and make statements for any Managed Accounts available for review upon the Compliance Department’s request.
 
  d.   Transactions in Non-Reportable Securities. Transactions in any of the following securities: (i) direct obligations of the U.S. Government, (ii) bankers’ acceptances, (iii) bank certificates of deposit, (iv) commercial paper, (v) high-quality short-term debt instruments (including repurchase agreements), shares issued by a registered open-end investment company that is not a Reportable Fund, and (vi) shares issued by unit investment trusts that are invested exclusively in one or more open-end funds. However, an Access Person must report the names of all brokers, dealers or banks with which the Access Person maintains an account in which ANY securities are held for the Access Person’s direct or indirect benefit, even if the only securities in those accounts are nonreportable securities described in this paragraph.
 
  e.   Automatic Investment Plans . Transactions effected pursuant to an Automatic Investment Plan, except where such Plan has been overridden.
 
  f.   Special Note for Mutual-Fund Only Accounts . Because Transactions in mutual funds other than Reportable Funds need not be reported to the Compliance Department, Access Persons need not arrange to have copies of confirmations and account statements for Mutual-Fund Only Accounts delivered to BGIM. “Mutual fund-only” accounts are accounts that hold only non-Reportable Funds and in which no other type of Investment may be held. Mutual fund-only accounts do not include participant accounts in the Brandywine 401(k) Retirement Plan. Notwithstanding this exemption, copies of statements for these accounts must be made available for review

20


 

      upon request by the Compliance Department, and as noted above, the existence of such accounts must be noted on the Access Person’s Holdings Reports.
  5.   Availability of Reports . All information supplied pursuant to this Code may be made available for inspection to: (a) BGIM’s Compliance Department, (b) BGIM’s Compliance Committee, (c) the Access Person’s department manager or designee, (d) BGIM’s Board of Managers, (e) the Legg Mason Legal and Compliance Department, (f) the chief compliance officer or board of directors of any Reportable Fund, (g) any attorney or agent of the foregoing or of a Reportable Fund, (h) any party to which any investigation is referred by any of the foregoing, (i) the Securities and Exchange Commission, (j) any self-regulatory organization governing the activity involved, (k) any state regulatory authority, and/or (l) any federal or state criminal authority.
VII. DEFINITIONS
When used in the Code, the following terms have the meanings set forth below:
A.  General Defined Terms.
      BGIM Compliance Committee ” or “ Compliance Committe e” means the committee that is responsible for establishing compliance policies and procedures in accordance with Rule 206-4(7) of the Investment Advisers Act of 1940 (the “Advisers Act”). Current members of the Compliance Committee are: Aaron DeAngelis, David Hoffman, Larry Kassman, Steve Kneeley, Antoinette Robbins, Adam Spector, and Steve Tonkovich.
      BGIM Compliance Department ” or “Compliance Department means the BGIM employees organized under the Chief Compliance Officer, who administer the compliance program. Current Compliance Department members are: Aaron DeAngelis, Jill Kerr, Colleen Morales, Katrina Nelson, and Antoinette Robbins.
      Federal Securities Laws” means the Securities Act of 1933 (“Securities Act”), the Securities Exchange Act of 1934 (“Exchange Act”) the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Advisers Act, title V of the Gramm-Leach-Bliley Act, any rules adopted by the Securities and Exchange Commission under any of these statutes, the Bank Secrecy Act as it applies to BGIM and any Reportable Funds, and any rule adopted thereunder by the Securities and Exchange Commission or the Department of the Treasury.
     B.  Terms Defining the Scope of a Beneficial Interest in an Investment.
      Beneficial Interest means the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to profit, or share in any profit derived from, a transaction in the subject Investment.

21


 

An Access Person is deemed to have a Beneficial Interest in the following:
(1) any Investment owned individually by the Access Person;
(2) any Investment owned jointly by the Access Person with others (for example, joint accounts, spousal accounts, partnerships, trusts and controlling interests in corporations); and
(3) any Investment in which a member of the Access Person’s Immediate Family has a Beneficial Interest if:
a. the Investment is held in an account over which the Access Person has decision making authority or otherwise influences and controls (for example, the Access Person acts as trustee, executor, or guardian); or
b. the Investment is held in an account for which the Access Person acts as a broker or investment adviser representative.
In order to rebut the presumption of Beneficial Interest and generally not be required to submit duplicate statements, an Access Person must submit a Certification of No Beneficial Interest to the Compliance Department. A form that can be used for this purpose is attached as Appendix H.
Immediate Family of an Access Person means any of the following persons:
         
child
  grandparent   son-in-law
stepchild
  spouse   daughter-in-law
grandchild
  sibling   brother-in-law
parent
  mother-in-law   sister-in-law
stepparent
  father-in-law    
Immediate Family includes other relationships (whether or not recognized by law) that the BGIM Compliance Department determines could lead to the possible conflicts of interest, diversions of corporate opportunity, or appearances of impropriety, which this Code is intended to prevent.
C.  Terms Defining the Scope of a Reportable Transaction.
Automatic Investment Plan means 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.
Equivalent Instrument means any security issued by the same entity as the issuer of a subject Investment, including options, rights, stock appreciation rights, warrants, preferred stock, restricted stock, phantom stock, bonds, and other obligations of that company or security
otherwise convertible into that security. Options on Investments are included even if, technically, they are issued by the Options Clearing Corporation or a similar entity.

22


 

Initial Public Offering” means an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act.
Investment includes any instrument that may be considered a security for purposes of the Federal Securities Laws, including stocks, notes, bonds, debentures, and other evidences of indebtedness (including loan participations and assignments), bank loans, limited partnership interests, investment contracts, or investment company shares. The term “Investment” also includes any derivative instruments on any the foregoing, such as futures, swaps, options and warrants, and any investment in commodities or commodities-related instruments, whether or not such instruments might be considered a “security” for purposes of the Federal Securities Laws.
Private Placement means an Investment offering that is exempt from registration pursuant to Section 4(2) or Section 4(6) of the Securities, as amended, or pursuant to Rules 504, 505 or 506 of Regulation D thereunder.
Reportable Fund means any fund registered under the Company Act that (a) is advised or sub-advised by BGIM, or (b) is advised, subadvised, or principally underwritten by Legg Mason or any entity controlled or under common control with Legg Mason Reportable Funds include, but are not necessarily limited to the Legg Mason Partners Funds, the Legg Mason Funds and the Western Asset Funds.
Transaction means the purchase, sale, redemption or other transaction in an Investment in which an Access Person has or acquires a Beneficial Interest.

23


 

APPENDICIES

 


 

Appendix A
(PICTURE)

A-1


 

(PICTURE)

A-2


 

Appendix B
BRANDYWINE GLOBAL INVESTMENT MANAGEMENT, LLC
PERSONAL SECURITIES TRANSACTIONS REPORT
QUARTER ENDING
MONTH DATE, 20XX (“REPORTING PERIOD”)DUE BY: XXXXXXXX
Name of Individual(s): (Please Print)                              Date:               
List all other persons (e.g., spouse or minor children living in your household) whose securities transactions are also reported because of your beneficial ownership in such securities.
     
SECTION 1: I had
  o No reportable transactions for the Reporting Period
 
  o Reportable transactions for the Reporting Period pre-approved through the CTIiTrade ™ System (do NOT list)
 
  o The following reportable transactions for the Reporting Period not pre-approved through the CTIiTrade ™ System
(Possible violations of Brandywine’s Code of Ethics) Please use additional sheet if needed
                         
            ACTION – EX.   PRICE PER   BROKER   BROKERAGE
DATE   SECURITY   AMOUNT   BUY, SELL, ETC.   SHARE   COMMISSION   FIRM
                         
                         
                         
                         
                         
                         
                         
                         
SECTION 2: CHANGE IN PERSONAL ACCOUNTS
o I certify that I have informed Compliance in writing (via the “Account Change Form”) of any changes to my Personal Trading Accounts. BGIM Compliance is aware of any accounts in which I have trading authority in as stated in the Code of Ethics.
SECTION 3: Receipt and/or Giving of Gifts during the Reporting Period. I had
      o No reportable transactions for the Reporting Period
      o Reportable transactions for the Reporting Period (Please list and use additional sheets if needed)
                     
    ACTION       RELATIONSHIP        
    (GIVEN OR   NAME OF   (CLIENT/POTENTIAL   APPROXIMATE    
DATE   RECEIVED)   GIVER/RECIPIENT   CLIENT/OTHER)   VALUE   DESCRIPTION OR NOTES
                     
                     
                     
                     
                     
                     
                     
                     
                     
I certify that the information I am providing in this Personal Securities Transactions Report is accurate and includes all transactions from all of my brokerage accounts which I am required to report under applicable personal securities transaction reporting rules, a copy of which I have received and understand. To the best of my knowledge, I have complied with the terms and spirit of those rules.
EARLY SUBMISSIONS (Before MM/DD/YY) — I am responsible for disclosing my reportable holdings for the Reporting Period. I am submitting this report before the end of the Reporting Period because (1) the items disclosed are current as of the submission date and (2) are not subject to change before the submission deadline. If any changes occur, I will amend this submission on or before the submission deadline. I understand that amendments after the submission deadline (“Late Submissions”) constitute a violation of Brandywine’s Code of Ethics and may result in disciplinary action.
LATE SUBMISSIONS (After MM/DD/YY) – I understand that late submissions, including amendments to early submissions, constitute a violation of Brandywine’s Code of Ethics and may result in disciplinary action. Please state reason for Late Submission on back of this page.
                     
Signature:
          Date:        
 
                   
                     
For Use by Compliance Department Only-                
Reviewed By:
          Date:        
 
                   

B-1


 

Appendix C
         
Access Person Last Name
  First Name   Mid Initial
 
       
Department
      Phone Ext.
ACKNOWLEDGMENT 1 OF RECEIPT OF CODE OF ETHICS
AND ANNUAL CERTIFICATION
Please specify:      o Initial Report      or      o Annual Renewal
(New Access Person)     (You were previously a Access Person)
1. Acknowledgement
I acknowledge that I have received a copy of the current BGIM Code of Ethics and I represent that:
  a.   I have read the Code of Ethics and I understand that it applies to me and to all Investments in which I have or acquire any Beneficial Interest . I have read the definition of “Beneficial Interest” on page 21 of the Code of Ethics, and I understand that I may be deemed to have a Beneficial Interest in Investments owned by members of my Immediate Family and that Transactions effected by members of my Immediate Family may therefore be subject to this Code.
 
  b.   I agree that in case of a violation, I may be subject to various possible sanctions (pursuant to section III.D of the Code) and as determined by the BGIM Compliance Committee (or its delegate). Possible sanctions include verbal and written warnings, fines, trading suspensions, reversal of trades by which I agree to disgorge and forfeit any profits or absorb any loss on prohibited transactions, termination of employment, civil referral to the Securities and Exchange Commission, and criminal referral.
 
  c.   I will comply with the Code of Ethics in all respects.
Brandywine’s Compliance Department provides training on the Code of Ethics
annually to each employee. However, each employee is responsible for
understanding and complying with the Code of Ethics.
 
1   ALL capitalized terms are defined in the Code of Ethics.

C-1


 

      2. Personal Investment Holdings Report
The following is a list of all Investment accounts and Investments not held in such accounts in which I have a Beneficial Interest, and such information is current as of a date no more than 30 days prior to the date hereof:
Table 1 – Investment Accounts
Instructions:
    Provide the information requested below for each Investment account (other than “mutual fund only” and managed accounts) in which you have Beneficial Interest. Indicate “N/A” or “None” if appropriate.
 
    Attach the most recent account statement for each account identified that is not maintained at an approved broker-dealer, as designated by the BGIM Compliance Department. Indicate “N/A” or “None” if appropriate.
 
    Attach separate sheets if necessary
                                 
NAME OF BROKER                            
   DEALER, BANK,           RELATIONSHIP                
      OR OTHER   ACCOUNT TITLE     if acct holder is             Discretionary  
      FINANCIAL   acct holder’s name     not the Access     ACCOUNT     account:  
  iNTERMEDIARY   and (acct type)     Person     NUMBER     Check here  
Ex: Smith Barney
  Jane Smith (IRA)   spouse   xxx-xxxxx        

C-2


 

Table 2 – Mutual Fund-Only and Managed Accounts
Instructions:
    Please list any “mutual fund-only or managed accounts” in which you hold a Beneficial Interest in the table 2 below:
 
    A “mutual fund only account” is defined as an account that holds only non-Reportable Funds and in which no other type of Investment may be held.
 
    A managed account is defined as an accounts where you have no knowledge of the transaction before it is completed (for example, (i) transactions effected for you by a trustee of a blind trust, or (ii) discretionary trades by an investment manager retained by you, in each case, in connection with which you are neither consulted nor advised of the trade before it is executed).
 
    You do not need to attach statements for any mutual fund-only or managed accounts. However, you may be asked to provide statement information regarding the accounts below at any time upon specific request by the BGIM Compliance Department.
 
    Attach separate sheets if necessary
                 
NAME OF BROKER       RELATIONSHIP       Mutual
DEALER, BANK,   ACCOUNT TITLE   if acct holder is       funds-only
OR MUTUAL   acct holder’s name   not the Access   ACCOUNT   account:
FUND   and (acct type)   Person   NUMBER   Check here
                 
 
                 
 
                 
 
                 
 
                 
 
                 
 
                 
 
                 
 
               
Table 3 – Other Investment Holdings
Instructions:
    If you have Beneficial Interests in any Investment that are not held in an Investment account listed above (stock certificates, private equity investments), list them below. Indicate “N/A” or “None” if appropriate.
 
    Attach separate sheets if necessary
                     
    RELATIONSHIP               NUMBER
NAME OF   if security owner           TICKER   OF SHARES
SECURITY   is not the Access   NAME/TITLE   TYPE OF   OR   / PRINCIPAL
OWNER   Person   OF SECURITY   SECURITY   CUSIP   AMOUNT
                     
 
                     
 
                     
 
                     
 
                     
 
                     
 
                     
 
                     
                     

C-3


 

3. Outside Business Opportunities
The following is all outside business activities that I am engaged in (including any publicly held companies on which I serve as a member of the board of directors. Indicate “N/A” or “None” if appropriate .
     
NAME OF COMPANY   NATURE OF MY INVOLVEMENT
4. Political Contributions (annual renewals only)
The following is a list of all political contributions that I have made since the date of my last certification under the BGIM Code of Ethics:
         
Date   Recipient   Amount
         
         
         
         
         
         
         
         

C-4


 

5. Certification
a. [Annual Renewals Only]
I hereby certify that since the date of my last certification under the BGIM Code of Ethics, I have fully complied with all applicable requirements of the Code. In particular, in connection with each Investment Transaction that I have engaged in since such date, I hereby certify that:
  i.   I did not execute any Transaction in an Investment (or Equivalent Instrument) at a time when I possessed material nonpublic information regarding the Investment or the issuer of the Investment.
 
  ii.   I did not execute any Transactions with the intent of raising, lowering, or maintaining the price of any Investment or to create a false appearance of active trading.
 
  iii.   I did not execute any Transaction in an Investment (or Equivalent Instrument) at a time when I was in possession of non-public information to the effect that (i) BGIM is or may be considering an investment in or sale of such Investment on behalf of its clients, or (ii) have or may have open, executed, or pending portfolio transactions in such Investment on behalf of its clients.
 
  iv.   I did not use my knowledge of the portfolio holdings of a Reportable Fund to engage in any trade or short-term trading strategy involving such Fund that may have conflicted with the best interests of the Fund and its shareholders.
 
  v.   If an Investment was acquired in an initial public offering or private placement, I obtained the written approval of the BGIM Compliance Department prior to acquiring such Investment.
vi.   I have reported and acknowledged all gifts received on a quarterly basis since the date of my last certification under the BGIM Code of Ethics, and that I have not accepted any gift with a fair market value in excess of $250 without the prior written approval of the BGIM Compliance Department.
  b.   I further certify that the information on this form is accurate and complete in all material respects.
                 
Access Person’s Name:            
             
 
               
Access Person’s Signature:        
 
               
 
               
Date:
               
 
               

C-5


 

Appendix D
(BRANDYWINE GLOBAL LOGO)
The following instructions are intended to foster a better understanding of Brandywine’s Code of Ethics in regards to personal trading transactions – it is a supplement to, and not a replacement of the Code of Ethics. As always, please contact Compliance if you have any questions about any transactions.
In order to use the CTI iTrade™ system to clear a personal trade:
(PICTURE)
1. Fill in the ticker symbol of the security and press Lookup .
This should prompt either a message indicating that the security is unknown to the system or a box containing a description of the security.
If the descriptive box appears, verify that the information is accurate and click on the blue hyperlink. This will automatically fill in the security descriptive fields in your request box. Do not fill in the Security Name field – allow the system to do it for you by clicking the “Lookup” button. If the security name is incorrect, please notify Compliance.
If the security is unknown to the system, it will not allow you to create the security within the system. Please contact Compliance and we will add the Security.
2. Fill in the brokerage account field.
This field has a drop down box, which should list all of your brokerage accounts. Please select the brokerage account number that you will be using to execute/settle the trade.

D-1


 

If you do not see the brokerage account number listed, please contact Compliance and we will research and/or add the brokerage account . If you have opened a new brokerage account, it is your responsibility to immediately notify Compliance, and request that the broker send duplicate statements and confirmations to Brandywine.
3. Pull down the drop box for transaction type and choose the appropriate action.
Choices: Buy and Sell. “Please do not use any other transaction type.”
4. Fill in the fields for quantity and price of security.
You must input the actual amount to be traded, and the estimated or actual price of the security if known at the time of request. (You must input a number in each field to obtain approval). If you put in a request and you do not execute the actual quantity you requested please let Compliance know and we can go into the CTI system and edit the amount input. Trading more or less than the requested amount is a violation of the Code of Ethics.
5. The “Trade Date” will default to the current date and is not to be changed .
Your approval is good for the “Trade Date” Only. If you are doing a “Good ‘til Cancelled” or
“Limit” order it is your responsibility to input the exact amount of the security each day until the security is bought or sold. If you decide not to purchase the security on the “Trade Date” — but instead you wish to execute the trade on the next day — it is your responsibility to re-input the trade information the next day or at the time you wish to execute the trade.
6. Submit Request
Once your information is complete, simply press “Submit” and you should receive an immediate approval or denial.
When inputting any information into the system, please be as thorough and accurate as possible. Please help us maintain the system’s reliability by proofing your inputs before hitting “Submit Request”.
The system will not allow any backdated requests to be entered. Please note that it is a violation of the Code of Ethics for any Brandywine employee to enter into a security transaction without first receiving approval from the Personal Trading System. Compliance will treat any instances where Compliance discovers that a trade was placed without receiving pre-approval as a violation of the Code of Ethics. In the event that you have honestly forgotten to make a request before placing a trade you should immediately bring it to the attention of Compliance. It is better to admit a mistake than to have an unmatched trade violation. Under no circumstances should you attempt to input a request after the fact.
Once you submit your request, CTIExaminer ™ will test the request against the current trade blotter transactions as well as mutual fund holdings in accordance with your access level. Once the test is complete, it will respond to you with either an approval or denial of your request. Per the Code of Ethics, an approval is effective until the close of business that day (for example, if authorization

D-2


 

is provided on a Monday, it is effective until the close of business on Monday) . A trade denial is unequivocal and means that you may not make the requested trade at that time. If you receive a denial, it is not acceptable to attempt to subvert the system by requesting a trade in the local market shares (if ADR is denied) or vice versa.
     
(PICTURE)   (PICTURE)
Helpful Hints:
  Aggregate your Shares
If you are trading the same security across multiple accounts, you are permitted to aggregate the total number of shares to be traded and only enter a single request (as if all trades were in a single account). This can only be done with transactions that are similar – do not aggregate a buy with an option to buy.
  Accuracy Counts
Make sure all information is complete and correct before submitting your trade requests. Pay special attention to the quantity requested and the direction of your request. While it may seem minor, requesting a quantity not actually executed or a ‘buy’ when you are actually executing a ‘sell’ wreaks havoc on the system’s electronic matching abilities. It can also result in the appearance of a pre-clearance violation (or in some instances a 60-day violation).
  Fewer Requests are Best
Although it is generally OK to have ‘un-traded’ requests in the system, they do increase the likelihood of a false denial or false violation in some instances. If possible, please refrain from entering requests unless you are fairly certain you will be executing those trades. If you receive a denial, please do not continue to make repeated requests – you will simply continue to receive denials. If you have reason to believe the denial is inaccurate, please contact Compliance and they will investigate.
  Print Your Approvals
Although the system is capable of many things, it is only as good as the information put into it. Electronic matching requires that multiple fields in both the request and the electronic confirm to be

D-3


 

identical. For this reason, it is possible that one of your trades will appear to be a violation at first and will need to be investigated. Retaining copies of your approvals will go a long way towards ensuring that any discrepancies will be resolved in your favor. Without documented proof that you received an approval, the system’s interpretation of your trade will govern and a violation may be incurred .
Special Trading Procedures
The following types of trades have special rules regarding the manner in which they must be input into the system. Failure to follow these procedures will disrupt the flow of the system and may result in violations.
Bonds
Rule: When entering your trade request you must enter the CUSIP in the ticker field and use the Lookup feature to complete the remainder of the request.
In the event that the CUSIP is not recognized by the system, please contact Compliance and they will add the security, however, you must be sure to enter “Bond” as the security type .
Options
Requests for options must be entered as the underlying ticker only (not the option ticker) and must be in the direction of the net effect of the trade in accordance with the following chart; a printout of your approval must be submitted to Compliance on the date the order is placed along with a notation indicating that an option order has been placed.
         
Transaction Type   PUT   CALL
Buy
  Enter CTI Request as a SELL   Enter CTI Request as a BUY
Sell
  Enter CTI Request as a BUY   Enter CTI Request as a SELL
It is absolutely necessary that you print out a copy of your approval and submit it to Compliance at the time the order is initiated. This must be done in order to match up the ultimate disposition of the underlying security to your original request, as well as to enable us to input the option trade appropriately once a confirm is received. Failure to submit a printout for an option trade ahead of time may result in a failure to pre-clear violation.
Options are extremely complicated for us to handle and it is imperative that you abide by the above rules in order to ensure that confirms and requests are matched properly.
Thank you for your attention. If you need further clarification or instructions on use of the system, please don’t hesitate to contact Compliance.

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Appendix E
BRANDYWINE GLOBAL INVESTMENT MANAGEMENT, LLC
PERSONAL SECURITY TRANSACTION APPROVAL FORM
                     
    A. NAME OF INDIVIDUAL(S)*:
 
                   
         
 
                   
TYPE OF SECURITY: (Click on the appropriate box.)
(For approvals of more than one security please complete the reverse side.)
 
                   
 
  STOCK   o   BOND   o    
 
                   
 
  OPTION   o   OTHER   o    
 
                   
 
      SEE REVERSE SIDE   o        
NAME OF SECURITY: ___________________________________________________
CUSIP OR SYMBOL:
____________________________________________________
BUY o      SELL o       NUMBER OF SHARES
          ____________________________
BROKERAGE FIRM USED:
________________________________________________
NOTE: (1) PURCHASES OF ANY SECURITY HELD IN CLIENT ACCOUNTS OR MUTUAL FUNDS SUB-ADVISED BY BRANDYWINE, AND (2) PURCHASES OF MUTUAL FUND SHARES SUB-ADVISED BY BRANDYWINE REQUIRE COMPLIANCE TO CHECK WITH AN EQUITY OR FIXED INCOME TRADER TO ENSURE THAT ALL CLIENT ACCOUNTS HAVE TRADED IN THE SECURITY OR SHARES OF SUB-ADVISED MUTUAL FUNDS BEFORE APPROVAL CAN BE GRANTED.
      APPROVED BY: _______________________________________________
      DATE APPROVED: __________________________________________
APPROVAL ONLY GOOD FOR THE DATE APPROVED.
  List all other persons (e.g., spouse or minor children living in your household) whose securities transactions are also reported by reason of your beneficial ownership in such securities.

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Appendix F
FORM OF LETTER TO BROKER DEALER, BANK, OR MUTUAL FUND
(Date)
(Name and
Address)
Subject:           Account #
Dear                                           :
I or a member of my immediate family is affiliated with Brandywine Global Investment Management, LLC (BGIM), an investment adviser that is registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Pursuant to BGIM’s Code of Ethics and the provisions of Rule 204a-1 under the Advisers Act, please send duplicate confirmations of individual transactions as well as duplicate periodic statements for the referenced account directly to:
COMP – Brandywine Global Investment Management, LLC
2929 Arch Street, 8
th Floor
Philadelphia, PA 19104
Thank you for your cooperation. If you have any questions, please contact me or a BGIM Compliance Associate at (215) 609-3500.
Sincerely,
(Name of Access Person)

F-1


 

Appendix G
BRANDYWINE GLOBAL INVESTMENT MANAGEMENT, LLC
PERSONAL SECURITIES TRANSACTIONS REPORT
ACCOUNT CHANGE FORM
Name of Individual(s):(Please Print)                              Date:               
List all other persons (e.g., spouse or minor children living in your household) whose securities transactions are also reported because of your beneficial ownership in such securities.
New Accounts and/or Closed Accounts- List the requested accounts as defined in BGIM Code of Ethics.
                         
        BROKER-DEALER, BANK,               DESCRIPTION
ACTION –       CUSTODIAN, ETC. (PROVIDE               (DISCRETONAR
ACCOUNT       NAME AND ADDRESS TO       RELATIONSHIP OF       Y,NON-
OPENED,       REQUEST DUPLICATE ACCOUNT   ACCOUNT DESIGNATION   ACCOUNT OWNER TO       DISCRETIONARY,
CLOSED, OR       STATEMENTS AND   (i.e. NAME ON ACCOUNT   ACCESS   ACCOUNT   MUTUAL FUND
TRANSFERED   DATE   CONFIRMATIONS)   AND TYPE OF ACCOUNT)   PERSON/EMPLOYEE   NUMBER   ONLY (OPEN END)
                         
                         
                         
                         
                         
                         
                         
                         
 
                       
o For New Discretionary Accounts, please attach a copy of your letter to your broker requesting duplicate statements/confirms be sent directly to Brandywine Global. If you need assistance, please contact Compliance.
I certify that I have informed Compliance in writing (via the “Account Change Form”) of any changes to my Personal Trading Accounts. BGIM Compliance is aware of any accounts in which I have trading authority in as stated in the Code of Ethics.
                     
Signature:
          Date:        
 
                   
For Compliance Department Use Only
Received By:
Date:

G-1


 

Appendix H
         
Access Person Last Name
  First Name   Mid Initial
 
       
Department
      Phone Ext.
CERTIFICATION OF NO BENEFICIAL INTEREST
I have read the Code of Ethics and I understand that it applies to me and to all Investments in which I have or acquire any Beneficial Interest. I have read the definition of “Beneficial Interest” and understand that I may be deemed to have a Beneficial Interest in Investments owned by certain members of my Immediate Family and that Transactions effected by members of my Immediate Family may therefore be subject to this Code.
The following accounts are maintained by one or more members of my Immediate Family who reside in my household (List accounts below or attach sheet):
             
    ACCOUNT        
    TITLE        
    account holder’s        
BROKERAGE   name       ACCOUNT
FIRM   and (account type)   RELATIONSHIP   NUMBER
             
             
             
             
             
             
             
             
  o   Check here if attachment is provided
I certify that with respect to each of the accounts listed above (initial appropriate boxes) :
  o   I do not own individually or jointly with others any of the Investments held in the account.
 
  o   I do not influence or control investment decisions for the account.
 
  o   I do not act as a broker or investment adviser representative for the account.
I agree that I will notify the BGIM Compliance Department immediately if any of the information I have provided in this certification becomes inaccurate or incomplete.
         
 
       
Access Person’s Signature
  Approved by    
 
       
 
       
Print Name
  Print Name and Title    
 
       
 
       
Date Date
       

H-1


 

Appendix I
         
Access Person Last Name
  First Name   Mid Initial
 
       
Department
      Phone Ext.
CERTIFICATION OF MANAGED ACCOUNT
I hereby certify that although I have a Beneficial Interest in the accounts described below, I do not exercise discretion over these accounts, and I am not consulted or advised with respect to trades in these accounts before those trades are effected. I agree to supply Brandywine’s Compliance Department with confirmation of these facts from the accounts’ trustees or other discretionary managers if the Compliance Department so requests.
I further agree to identify these accounts in my annual Holdings Reports and to make statements for the accounts available for review upon the Compliance Department’s request.
The following accounts are maintained by me or one or more members of my Immediate Family who reside in my household (List accounts below or attach sheet):
             
NAME OF   ACCOUNT        
TRUSTEE OR   TITLE        
DISCRETIONARY   account holder’s        
INVESTMENT   name       ACCOUNT
MANAGER   and (account type)   RELATIONSHIP   NUMBER
             
             
             
             
             
             
             
      o Check here if attachment is provided
I agree that I will notify the BGIM Compliance Department immediately if any of the information I have provided in this certification becomes inaccurate or incomplete.
         
 
       
Access Person’s Signature
  Approved by    
 
       
 
       
Print Name
  Print Name and Title    
 
       
Date
  Date    
 
       

I-1

 

Exhibit 99(p)(vi)
CODE OF ETHICS
I. Introduction
The Code of Ethics (the “Code”) reaffirms basic policies of ethical and professional conduct for Brown Brothers Harriman & Co. (“BBH”, the “Firm,” “we” or “our”) personnel. BBH partners, employees and securities-registered personnel (“BBH Personnel” or “Personnel” or “you”) are responsible for upholding the highest ethical and professional standards. BBH Personnel must adhere to this Code to help ensure they abide by applicable regulatory requirements for private banks, custodians, investment advisors and broker-dealers. However, this Code does not supplant the rules and regulations of government and regulatory bodies. BBH also maintains a separate Code of Conduct (please see the Employee Handbook) which addresses important Human Resources policies.
This Code consists of, and should be read in conjunction with, the Personal Trading and Insider Trading policies (together referred to as the “Trading Policies”). The Code addresses a broad spectrum of business activities, practices and procedures and sets out basic principles which are intended to guide BBH Personnel. BBH Personnel must conduct themselves in accordance with this Code and avoid the appearance of improper, unethical, or unprofessional behavior.
It is the responsibility of Personnel to help ensure prompt and consistent action against violations of this Code. Below are practical guidelines to help you assess and escalate issues when they occur:
    Make sure you have all the facts . In order to reach the right solutions, one must be as fully informed as possible.
 
    Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? Focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense. If something seems unethical or improper, seek guidance before acting.
 
    Clarify your responsibility and role . In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the situation.
 
    Discuss the issue with your supervisor . This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the questions, and will appreciate being brought into the decision-making process. Remember that it is your supervisor’s responsibility to help solve problems.
 
    Seek help from Firm resources . In the rare case where it may not be appropriate to discuss an issue with your supervisor or where you do not feel comfortable approaching your supervisor with your question, discuss it locally with your Human Resource manager or a member of BBH’s Compliance Division. If you prefer to write, address your concerns to your Human Resource manager or the Compliance Division, as appropriate.

 


 

    You may report ethical violations in confidence and without fear of retaliation . If your situation requires that your identity be kept secret, your anonymity will be protected. However, anonymous reportings may not be considered credible. In most cases, BBH will rely on the individual reporting a violation in order to commence an investigation. BBH does not permit retaliation of any kind against Personnel for good faith reports of an ethical violation.
 
    Always ask first, act later . If you are unsure of what to do in any situation, seek guidance before you act.
II. Business Conduct, Accounting Practices, Internal Accounting Controls and Auditing Matters (“Whistleblower” Policy)
BBH maintains the highest standards in preparing accounting and financial information. The integrity of our books and records is essential. All BBH Personnel responsible for keeping/preparing any books, records and accounts for the Firm are required to record all entries based upon proper supporting documents so that the records of the Firm are maintained in an accurate manner with supporting detail.
The business of the Firm must always be in full compliance with the spirit, as well as the letter, of all applicable laws and regulations.
Knowledge of events by Personnel related to questionable, inappropriate or fraudulent business conduct, accounting practices, internal accounting controls, or auditing matters should be immediately reported to the individuals designated below. Such matters will be handled in a confidential and protected manner and will not be disseminated except to the extent necessary to conduct a complete and fair investigation or to take appropriate corrective action. Failure to report such matters constitutes a violation of this Code. The Firm prohibits and will not tolerate any retaliation or threatened retaliatory action against any employee who makes a good faith report of an apparent or possible violation. Similarly, any Personnel who discourage or prevent another either from making such a report or seeking the help or assistance they need to report the matter to the individuals designated below will be subject to disciplinary action.
Reporting Complaints
All complaints related to questionable and/or improper business practices should be immediately reported to the Firm’s chief Internal Auditor (“Auditor”), General Counsel or the Chairman of the Audit Committee. To facilitate the investigation regarding the complaint, Personnel should identify themselves when making the complaint. However, complaints may also be submitted in writing on an anonymous basis. When Personnel identify himself or herself, Personnel will receive an acknowledgement from one of the aforementioned parties. All complaints will be handled confidentially.

 


 

Investigating Complaints
The Auditor, General Counsel or Chairman of the Audit Committee will ensure that a reported complaint is promptly investigated and will take appropriate action upon completion of the investigation. All complaints received will be retained and assigned a case number to ensure the protection of the complainant’s identity. All complaints will be reviewed under the Audit Committee direction and oversight. The Auditor or General Counsel will report to the Audit Committee quarterly (or immediately when necessary or required) regarding complaints about business conduct, accounting practices, internal accounting controls or auditing matters. The Audit Committee will ensure appropriate handling of all complaints, review the results of any investigation regarding the complaint and will take prompt and appropriate corrective action as warranted in the judgment of the Committee.
III. Compliance with Laws and Regulation
BBH’s business is subject to extensive regulation. For instance, BBH is a private bank licensed by the New York State Banking Department as well as others. It is also a member of several stock exchanges and is registered as a broker in certain states. The Brown Brothers Harriman Mutual Fund Advisory Department (the “BBH SID”) is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the “IAA”). As a registered investment adviser, the BBH SID and its supervised persons have fiduciary obligations to their clients.
BBH must comply with all laws and regulations applicable to its business activities. To assist in this regard, BBH has provided guidance to its BBH Personnel in the form of policies, procedures and manuals. BBH Personnel are expected to cooperate with any regulatory requests, inquiries or examinations to help ensure BBH meets its obligations.
IV. Statement of Principles
BBH Personnel are subject to the following Statement of Principles which are intended to provide guidance for handling a broad spectrum of matters. Any questions regarding the application of this Statement of Principles to particular matters should be directed to the Compliance Division.
  1.   BBH shall always place the interest of its clients first.
 
  2.   BBH Personnel shall conduct all of their personal securities transactions in a manner which is consistent with the Code.
 
  3.   BBH Personnel shall avoid any actual or potential inappropriate conflicts of interest or any abuse of a position of trust and responsibility.
 
  4.   BBH Personnel shall not take inappropriate advantage of their BBH position.
 
  5.   BBH Personnel shall ensure that the identity of client security holdings and client financial circumstances is kept confidential.
 
  6.   BBH Personnel shall ensure that they maintain independence in the investment decision-making process.

 


 

V. Confidential Information
BBH Personnel may become aware of confidential information not generally available to the public concerning the business of the Firm, clients of the Firm, and individuals in the Firm (“Confidential Information”). BBH Personnel are required to safeguard Confidential Information and ensure that it is not used improperly or in a manner inconsistent with the specific purpose for which it was created or obtained. BBH Personnel may use information regarding clients only for purposes of meeting BBH’s obligations to its clients. BBH Personnel may work with, review, examine, inspect, have access to, or obtain such information for the purpose of fulfilling their responsibilities to clients, and should otherwise hold such information in strict confidence.
Confidential Information obtained as a result of an affiliation with the Firm is not to be used for the purpose of furthering any private interest or as a means of making any personal gain. BBH also maintains a Code of Conduct which further details the proper treatment and work obligations of Confidential Information.
The BBH SID and Investment Management Departments
The BBH SID and BBH’s investment management departments have invested a great deal of creative talent and resources to develop portfolio management resources. In many cases, these methods give BBH a competitive advantage and BBH prohibits the dissemination of BBH ideas and contacts to outsiders. BBH Personnel must never disclose to outsiders BBH’s buy and sell decisions, securities under consideration for future investment, or the portfolio holdings of clients of BBH (other than to third parties who require such information to conduct BBH business or to service clients of BBH, e.g. brokers, consultants, outside legal counsel, accountants or custodians or pursuant to BBH’s internal policies) without the authorization of the supervising partner. In granting such authorization, the supervising partner will determine whether disclosure to the third party is necessary and whether the third party has agreed to comply with BBH’s confidentiality policies and procedures.
VI. Privacy Policy
BBH also maintains a Privacy Policy to help ensure the safe-keeping of personal information relating to certain clients. BBH Personnel are required to adhere to this policy at all times.
VII. Conflicts of Interest
This Code requires BBH Personnel to avoid any inappropriate actual or potential conflicts of interest. A potential “conflict of interest” may arise under various circumstances. A potential conflict of interest may arise when a person’s private interest interferes in some way with the interest of BBH or a client of BBH. A conflict of interest can arise when BBH Personnel take actions or has interests that may make it difficult to perform his or her work objectively and effectively.
Conflicts of interest may also arise when BBH Personnel, or members of his or her family, receives improper personal benefits as a result of his or her position in the Firm. Loans to, or guarantees of obligations of BBH Personnel, members or their family members may create conflicts of interest. Potential conflicts of interest may also arise

 


 

when BBH Personnel work in some manner for a competitor, client or vendor. Thus you are not allowed to work for a competitor as a consultant or board member, whether profit or non-profit, unless approved in writing by BBH.
As a bank, custodian, investment adviser and member of the major securities exchanges, BBH has a fiduciary relationship with certain clients. The Firm’s first responsibility is to safeguard and promote the best interests of its clients.
SID and Investment Management
When BBH acts as an investment adviser and fiduciary, BBH has a duty to act solely in the best interests of its clients and to make full and fair disclosure of potential conflicts to its clients. In addition, potential conflicts of interest may arise between the interests of BBH on the one hand and the interests of one or more of its clients on the other hand. Conflicts of interest should be identified and managed prior to accepting any clients or executing transactions.
Securities Transactions* and Conflicts of Interest
BBH Personnel should exercise particular care in making purchases and sales of securities to avoid a conflict of interest with clients. The following requirements also apply to family members in certain circumstances. It is the individual responsibility of each BBH Personnel to refrain from market activity if a conflict with the interest of a client might result. This includes, among other things, trading in anticipation of or immediately after a rating change by BBH for a security rated by any of the research areas.
The ethical considerations are most important among Firm Personnel who participate in making recommendations or have any pre-publication knowledge of a research report or knowledge of planned investments. Such BBH Personnel clearly should refrain from any action in contemplation of the research report, such as effecting a transaction for their own account, or for accounts in which they have an interest or discretion, or passing on advance information concerning the research report to clients or other persons outside the Firm.
Front-running research recommendations and trading on inside information are not the only concerns when Personnel contemplate personal securities transactions. Any strategy that may infringe on a client’s interest, such as front-running client trades, whether done at BBH or at another financial institution, using information about client securities positions to make investment decisions, etc., are also illegal practices.
Conflicts of interest may not always be clear-cut, so if you have a question you should consult the Firm’s Office of the General Counsel. Any BBH Personnel who become aware of a conflict or potential conflict, should bring it to the attention of a supervisor or the Office of the General Counsel.
VIII. Competing Business Ventures
BBH Personnel are prohibited from taking for themselves personal opportunities that are discovered through the use of corporate property, information or their position with BBH

 


 

without the consent of the supervisor and the Office of the General Counsel. BBH Personnel may not use corporate property, information, or their position with BBH for improper personal gain, and BBH Personnel may not compete with BBH directly or indirectly. BBH Personnel owe a duty to the Firm to advance its legitimate interests when the opportunity to do so arises.
BBH seeks to outperform our competition fairly and honestly. Misappropriating proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. No one should engage in the abuse of privileged information, the unlawful misrepresentation of material facts, or any other intentional unfair-dealing practice.
IX. Protection and Proper Use of BBH Assets
BBH Personnel should work to protect BBH’s assets and ensure their efficient use. Theft, carelessness, and waste have direct impact on our profitability. You should report suspected incidents of fraud or theft to your supervisor for investigation. Firm technology, equipment or other resources may not be used for non-firm business, though incidental personal use may be permitted.
BBH Personnel have an obligation to protect the Firm’s assets, including proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. The unauthorized use or distribution of proprietary information violates BBH policy, and could also be illegal and result in civil and/or criminal penalties.
X. Gifts, Entertainment and Personal Remuneration
BBH also maintains a “Gifts, Entertainment and Other Non-Cash Compensation” Policy regarding restrictions on giving and receiving certain types of gifts and personal remuneration. BBH Personnel are required to adhere to this policy at all times.
XI. Payments to Government Personnel
The U.S. Foreign Corrupt Practices Act prohibits offering or giving anything of value, directly or indirectly, to officials of a foreign government, foreign political candidates or foreign political parties in order to obtain or retain business. It is strictly prohibited to make illegal payments to government official of any country or secure any improper advantage.
In addition, the U.S. government, various state and local governments, as well as foreign governments, have a number of laws and regulations regarding business gratuities which may be accepted by government personnel and contributions to political candidates and parties. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate BBH’s policy but could also be a criminal offense.

 


 

XII. Document Integrity and Recordkeeping
BBH requires true and accurate recording and reporting of information in order to conduct its business and to make responsible business decisions. In addition, since BBH is engaged in a variety of financial services activities it is subject to extensive regulations regarding the manner in which we maintain and retain books and records.
BBH maintains the highest standards in preparing accounting and financial information. The integrity of our books and records is essential. All BBH Personnel responsible for keeping/preparing any books, records and accounts for the Firm are required to record all entries based upon proper supporting documentation so that the records of the Firm are maintained to conform to applicable legal and regulatory requirements as well as BBH’s system of internal controls.
Business records and communications often become public, and BBH Personnel should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to all e-mail, internal memos, and formal or informal communications. Records should always be retained or destroyed according to the Firm’s record retention policies. Finally, in the event of litigation or governmental investigations, please consult the Office of the General Counsel regarding any specific recordkeeping requirements or obligations.
XIII. Administration of the Code and Acknowledgement
BBH Personnel are required to evidence acknowledgment that they have carefully read the Code and agree to abide by its terms. Violation of any provision of the Code of Ethics may be grounds for disciplinary action, up to and including termination of employment.
 
*   As described in the Trading Policies, “Covered Securities” shall include all securities with the following exceptions: Securities issued or guaranteed by the U.S. Government or by an entity controlled or supervised by the U.S. Government, bankers’ acceptances, bank certificates of deposit, commercial paper and such other money market instruments, interests in variable annuity insurance products as may be designated from time to time, and shares of registered open-end investment companies other than a fund managed by the BBH SID. Further, transactions effected pursuant to an automatic investment plan are not included. Following SEC guidance, Covered Securities includes both unit-investment trust exchange traded funds (“ETFs”) and open-end ETFs.

 

 

Exhibit 99(p)(vii)
(CALAMOS INVESTMENTS LOGO)
CALAMOS ASSET MANAGEMENT, INC.
CALAMOS ADVISORS LLC
CALAMOS FINANCIAL SERVICES LLC
CALAMOS PARTNERS LLC
CALAMOS INVESTMENT TRUST
CALAMOS ADVISORS TRUST
CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND
CALAMOS CONVERTIBLE AND HIGH INCOME FUND
CALAMOS STRATEGIC TOTAL RETURN FUND
CALAMOS GLOBAL TOTAL RETURN FUND
Code of Ethics
and
Insider Trading Policy
December 14, 2006

 


 

Table of Contents
         
    Page
SUMMARY
    1  
 
       
Frequently Asked Questions About the Code
    1  
Ask First
    2  
 
       
UNDERSTANDING AND APPLYING THE CODE
    3  
 
       
Purpose
    3  
Scope
    3  
Understanding the Terms
    3  
“Material” Information
    3  
“Nonpublic” Information
    4  
“Material Nonpublic Information”
    5  
“Tipping”
    5  
“Covered Security”
    5  
“Beneficial Interest”
    5  
Consequences Of Failure To Comply With Code
    6  
External Penalties
    6  
Action By Calamos
    6  
 
       
RESTRICTIONS ON THE USE OF CONFIDENTIAL INFORMATION BY CALAMOS PERSONNEL
    7  
 
       
General Prohibitions
    7  
Material Nonpublic Information About Other Companies
    7  
Material Nonpublic Information About Calamos
    7  
Confidentiality of Nonpublic Information About Calamos
    8  
Public Disclosure Of Information About Calamos And Its Closed-End Funds
    8  
 
       
THE PURCHASE AND SALE OF SECURITIES BY CALAMOS PERSONNEL
    9  
 
       
Trading Policies and Procedures for Non-CAM Securities
    9  
Reporting Rules
    9  
Initial Disclosure of Covered Accounts/Related Persons
    9  
Disclosure of Personal Holdings
    10  
Reporting of Personal Securities Transactions
    10  
Confirmations and Statements for Covered Accounts
    12  
Certification of Compliance
    12  
Reports to Mutual Fund Boards
    12  
Pre-Clearance of Covered Securities Transactions
    13  
Options and Futures
    13  
Open-End Mutual Funds Advised or Subadvised by Calamos
    13  
Calamos Closed-End Funds
    14  
CAM Securities
    14  
Additional Restrictions
    14  
No Transactions with Clients
    14  

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    Page
No Conflicting Transactions
    14  
Initial Public Offerings
    14  
Private Placements
    15  
Short-term Trading
    15  
Exceptions and Exemptions
    15  
Discretionary Accounts of Outside Trustees
    15  
De Minimis Exception
    15  
Hardships
    15  
 
       
Policies and Procedures Regarding Trading In Securities Of CAM
    16  
 
       
Blackout Periods and Trading Windows
    16  
Quarterly Blackout Periods
    16  
Retirement Plan Blackout Periods
    16  
Event Specific Blackout Periods
    17  
Trading Windows
    17  
Certain Exceptions
    18  
Prohibitions
    18  
Additional Requirements for Directors and Executive Officers
    19  
Section 16 Reporting and Prohibitions
    19  
Rule 144
    21  
 
       
OTHER REGULATORY REQUIREMENTS
    22  
 
       
Outside Employment
    22  
Service As A Director Or Officer
    22  
Gifts
    22  
Accepting Gifts and Entertainment
    22  
Presenting Gifts and Entertainment
    23  
Identifying Actual or Potential Conflicts of Interest
    23  
 
       
YEARLY CERTIFICATION
    24  
 
       
RECORD RETENTION
    24  
 
       
ATTACHMENT A
    25  

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SUMMARY
This summary of the Code of Ethics and Insider Trading Policy (the “Code”) is provided for your convenience. It is not a substitute for reading and understanding the Code, and all personnel are responsible for complying with the Code as a condition of continuing employment with Calamos Asset Management, Inc., (“CAM”) its subsidiaries and affiliates (collectively, “Calamos”).
One of the most important assets that Calamos has is its reputation. Clients would not retain Calamos or invest in its products if they did not trust us, and the Code is designed to establish certain standards and procedures that will ensure that their trust is well-placed. Most of the provisions of the Code mirror requirements of federal securities laws, or those of agencies that regulate our businesses, such as the Securities and Exchange Commission and the NASD. These provisions require Calamos to place the interests of its clients first at all times, and not to take inappropriate advantage of the trust which our clients and others place in us. The Code also is designed to assure that Calamos’ investment decisions remain independent and are not influenced by personal considerations.
The Code addresses five main areas:
    Restrictions on the use of Material Nonpublic Information;
 
    Confidentiality of information obtained in the course of employment;
 
    Public disclosure of information about CAM;
 
    The buying and selling of securities by Calamos personnel (including the buying and selling of securities of CAM itself); and
 
    Specific limitations on activity of Calamos personnel imposed by various regulations.
The first four of these areas focus on the legal and regulatory obligations of Calamos and its personnel with respect to inside information and trading on or disclosing that information. The final area deals with regulatory limitations on conduct by Calamos personnel that could potentially harm Calamos or its customers in other ways.
Frequently Asked Questions About the Code
  §   Provisions of the Code apply to all Calamos personnel, as well as to their “Related Persons,” which includes spouses.
 
  §   You may never buy or sell a security if you are aware of Material Nonpublic Information that is relevant to the transaction. This prohibition applies to transactions that you may authorize or advise for any Calamos customer or personal securities account that you own, in whole or part, or have control or substantial influence over.
 
  §   You may not buy or sell any security if that transaction could cause a conflict of interest or an appearance of a conflict of interest in relation to your position with Calamos.
 
  §   You must pre-clear personal transactions involving publicly traded Covered Securities of individual companies not meeting the de minimis exception.

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  §   The de minimis exception does not exist for purchases and sales of CAM securities. All transactions in CAM securities must be pre-cleared.
 
  §   Any investment in an open-end mutual fund advised or subadvised by Calamos must be held for at least 30 days. Exceptions must receive prior approval and will be limited to hardship or other unusual circumstances.
 
  §   You must pre-clear the purchase or sale of exchange traded funds as these securities are deemed to be Covered Securities under the provisions of the Code.
 
  §   You may not purchase or sell exchange traded or OTC options on individual securities.
 
  §   Purchase and sale of index options and index futures is permitted.
 
  §   Transactions and holdings reports are maintained in confidence, except to the extent necessary to implement and enforce the provisions of the Code or to comply with requests for information from government agencies.
Ask First
If you have questions regarding the Code or any particular securities transaction, call a member of the Legal and Compliance Department before acting.

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UNDERSTANDING AND APPLYING THE CODE
Purpose
The investment management, mutual funds and financial services industries are highly regulated. All are subject to a wide variety of laws and regulations designed to protect investors. Similarly, publicly-traded companies are required to meet strict standards to protect the integrity of the markets in which their securities trade.
Calamos Asset Management, Inc. (“CAM”) is a publicly-traded company. Its subsidiaries and affiliated companies are primarily involved in the investment management, mutual funds and financial services industries. Predictably, CAM is subject to a wide variety of regulations. These regulations also apply to the directors, officers and employees of Calamos and its subsidiaries (unless otherwise indicated in this Code of Ethics and Insider Trading Policy (the “Code”), the term “Calamos” will mean CAM and its subsidiaries). The purpose of the Code is to explain certain of the responsibilities of Calamos and its personnel, and to establish standards to which all Calamos personnel are held. The Code supplements the CAM Code of Business Conduct and Ethics and the Calamos Employee Handbook.
Scope
The Code applies to all directors, officers and employees of Calamos and other businesses effectively controlled by Calamos, as well as to any outsiders, including agents and consultants, that have access through Calamos to Material Nonpublic Information.
The Code applies to all transactions in securities including but not limited to common stock, options and other derivative instruments (e.g. futures contracts) for common stock, debt securities, and any other securities that CAM or any other company may issue.
Questions regarding the Code or its application to specific transactions should be directed to the Chief Compliance Officer or General Counsel of Calamos.
Understanding the Terms
Various securities laws make it illegal to buy or sell a company’s securities when in possession of Material Nonpublic Information (as defined below) about the issuer or its securities. This conduct is known as “insider trading.” Passing on Material Nonpublic Information to someone else who may buy or sell securities to which the information relates is also illegal. This conduct is known as “tipping.”
      “Material” Information
Information should be regarded as material if it could be important to decisions to buy, sell or hold a company’s securities. Any information that could reasonably be expected to affect the price of company securities should be considered material. Material information can be positive or negative, and can relate to historical facts, projections, or future events. Material information can pertain to a company as a whole, or to divisions or subsidiaries of a company.
During the course of their employment, Calamos personnel can learn material information about many companies, including CAM. Information dealing with the following subjects is likely to be found material in particular situations:

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          Financial Related Subjects:
    Financial results
 
    Changes in earnings forecasts
 
    Unusual significant gains, losses or charges
 
    Significant write-downs in assets
 
    Significant changes in revenues
 
    Significant liquidity issues
 
    Changes in dividends
 
    Stock splits
 
    Stock repurchases
 
    Changes in debt ratings
 
    Significant new equity or debt offerings
          Corporate Developments:
    Proposals, plans or agreements, even if preliminary in nature, involving significant mergers, acquisitions, divestitures, recapitalizations, or strategic alliances
 
    Major changes in directors or executive officers
          Product Related Subjects:
    Important new product offerings
 
    Significant developments related to a company’s product offerings
 
    Significant developments related to a company’s distribution relationships
 
    Significant developments related to intellectual property
          Other Subjects:
    Developments regarding significant litigation
 
    Developments regarding government agency actions
 
    Execution or termination of significant contracts
This list is only illustrative, and certainly is not all-encompassing. Many other types of information may be considered material. When in doubt about whether particular information about CAM or another company is material, exercise caution and consult with the Chief Compliance Officer or the General Counsel.
      “Nonpublic” Information
Information about a company is considered nonpublic if it is not available to the general public. In order for information to be considered available to the general public, it must have been widely disseminated in a manner designed to reach investors. This is generally done by the company issuing a national press release or making a publicly-available filing with the Securities and Exchange Commission (“SEC”). The circulation of rumors, even if accurate and reported in the media, does not constitute effective public dissemination.

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Even after public disclosure of material information regarding a company, an insider with knowledge of the information must wait a period of two full trading days after the publication for the information to be absorbed before that person can treat the information as public.
For purposes of the Code, a full trading day means from the opening of trading on NASDAQ to the closing of trading on NASDAQ on that day. Accordingly, if an announcement is made before the commencement of trading on a Tuesday, an employee in possession of such information may trade in Company securities starting on Thursday of that week (subject to any applicable blackout period and assuming the employee is not aware of other Material Nonpublic Information at that time), because two full trading days would have elapsed by then (all of Tuesday and Wednesday). If the announcement is made on Tuesday after trading has begun on NASDAQ, an employee in possession of the information may not trade in Company securities until Friday. If the announcement is made on Friday after trading begins, an employee may not trade in Company securities until Wednesday of the following week. NASDAQ holidays do not count as trading days and will impact this schedule.
      “Material Nonpublic Information”
Material Nonpublic Information is information that is not known to the general public, that, if known, could reasonably be expected to affect the price of a company’s securities, or be considered important in deciding whether to buy, sell or hold a security. It is often referred to as “inside information.”
      “Tipping”
Tipping is the disclosure of Material Nonpublic Information to another person for the purpose of trading or other unauthorized purpose. Tipping can result in liability for both the tipper and tippee.
      “Covered Security”
Covered Security means any stock, bond, future, investment contract, shares of closed-end mutual funds, shares of open-end mutual funds for which Calamos is the advisor or subadvisor, exchange traded funds, or any other instrument that is considered a “security” of the Investment Company Act of 1940. The term “Covered Security” is very broad and includes items you might not ordinarily think of as “securities,” such as: options on securities, on indexes, and on currencies; limited partnerships; foreign unit trusts, foreign mutual funds; municipal securities, private investment funds, hedge funds, investment clubs; or any right to acquire any security such as a warrant or convertible. In addition, purchases and sale transactions in Covered Securities in any 401K plan, excluding percentage allocation changes or payroll deduction percentages, are considered transactions in Covered Securities. The term Covered Security does not include direct obligations of the U. S. government (U.S. treasury bills, notes and bonds), and money market instruments (including bank certificates of deposit, bankers’ acceptances, commercial paper and repurchase agreements), shares of open-end mutual funds not advised or subadvised by Calamos and units in 529 College Savings Plans.
      “Beneficial Interest”
Beneficial Interest shall be interpreted in the same manner as it would be under Rule 16a-1(2) of the Securities Exchange Act of 1934, as amended, in determining whether a person is a beneficial owner of a security for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and rules and regulations thereunder. As a general matter, “Beneficial Interest” will be attributed to a covered person where the covered person (i) possesses the ability to purchase or sell Covered Securities (or ability to

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direct the disposition of the Covered Securities); (ii) possesses voting power (including the power to vote or to direct the voting) over such Covered Securities; or (iii) receives any benefits substantially equivalent to those of ownership.
Consequences Of Failure To Comply With Code
      External Penalties
Legal penalties for trading on or tipping Material Nonpublic Information are severe. They include criminal fines, civil fines of several times the profits gained or losses avoided, imprisonment and private party damages. The penalties also may apply to anyone who directly or indirectly controlled the person who committed the violation, including the employer and its management and supervisory personnel. Significant penalties have been imposed even when the disclosing person did not profit from the trading.
      Action By Calamos
In addition to these possible outside sanctions, Calamos personnel who violate prohibitions on insider trading or tipping will face additional action from Calamos itself, up to and including termination of employment.
Compliance with the provisions of the Code is a condition of employment of Calamos. Taking into consideration all relevant circumstances, management of Calamos will determine what action is appropriate for any breach of the provisions of the Code. Possible actions include letters of sanction, suspension or termination of employment or removal from office.
The Boards of Trustees of any investment company for which Calamos Advisors LLC is the investment adviser (each, a “Fund”) will determine what action is appropriate for any breach of the provisions of the Code by an Outside Trustee, which may include removal from the Boards. The Board of Directors of CAM will determine what action is appropriate for any breach of the provisions of the Code by an Outside Director, which may include removal from the Board.
Transactions and reports filed pursuant to the Code will be maintained in confidence, except to the extent necessary to implement and enforce the provisions of the Code or to comply with request for information from government agencies. Additional information may be required to clarify the nature of particular transactions.

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RESTRICTIONS ON THE USE OF CONFIDENTIAL INFORMATION BY CALAMOS PERSONNEL
General Prohibitions
Material Nonpublic Information is a legally very important type of confidential information, but it is only one type of confidential information. Our customers and suppliers entrust Calamos with important information relating to their personal and business matters. The nature of this relationship requires strict confidentiality and trust. In safeguarding the information received, Calamos earns the respect and further trust of our customers and suppliers. All employees will be required to sign a Confidentiality Agreement at the time they are hired and this agreement carries an obligation to maintain strict confidentiality, even after an employee’s employment is terminated.
Any violation of confidentiality seriously injures Calamos’ reputation and effectiveness. Therefore, personnel are not to discuss confidential Calamos business with anyone who does not work for Calamos, and should never discuss business transactions with anyone who does not have a direct association with the transaction. Even casual remarks can be misinterpreted and repeated; therefore, employees should develop the personal discipline necessary to maintain confidentiality. If an employee becomes aware of anyone breaking this trust, they should report the incident to a member of management immediately.
If someone outside Calamos or the employee’s department asks questions regarding confidential matters, you are not required to answer. Instead, you should refer the request to the department supervisor or a member of senior management.
No one is permitted to remove or make copies of any Calamos records, reports or documents without prior approval from management.
Material Nonpublic Information About Other Companies
Calamos personnel may become aware of confidential information concerning another company. This information may be Material Nonpublic Information and, as noted above, trading of securities, including futures or options of the company based on this information is a violation of federal securities law. An employee cannot trade on this information. Because of its seriousness, trading on or tipping of confidential information about other companies will result in immediate termination of employment. Trading in open-end mutual funds, like the Calamos Mutual Funds, is generally permitted because the pricing of shares in these Funds is done daily, and has greater transparency than the pricing of other securities. However, there may be times when such trading would be improper based upon other information.
Material Nonpublic Information About Calamos
If a director, officer, employee, agent or consultant of Calamos has Material Nonpublic Information relating to CAM or its securities, it is CAM’s policy that neither that person nor any Related Person (as defined below) may buy, sell or recommend securities of CAM. The prohibition applies to market purchases and sales that are part of stock option exercises. It is the responsibility of each employee to make sure that transactions in any Covered Security by any Related Person complies with the provisions of the Code.
No director, officer, employee, agent or consultant of Calamos may disclose (“tip”) Material Nonpublic Information about CAM to any other person, including Related Persons, not authorized by Calamos to have such information.

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In addition, no director, officer, employee, agent or consultant of Calamos may make recommendations or express opinions based on Material Nonpublic Information regarding trading in CAM securities.
Confidentiality Of Nonpublic Information About Calamos
Nonpublic information relating to Calamos is the property of Calamos and the unauthorized disclosure of such information is prohibited. Various laws and regulations govern the methods and timing of announcements of information to the public. Unauthorized disclosures to select individuals or groups could result in substantial liability for you and Calamos.
Public Disclosure Of Information About Calamos And Its Closed-End Funds
In the event any director, officer, employee, agent, or consultant of Calamos receives any inquiry from outside the company, such as from the media, a stock analyst or investors, for information that may be nonpublic information (particularly financial results or projections), the inquiry must be referred to the Calamos Investor Relations Department. Since Calamos’ closed-end funds are also publicly traded, the same restrictions apply to disclosure of information about those products. This department is responsible for coordinating and overseeing the release of such information to the media, investing public, analysts and others in compliance with applicable laws and regulations, including Regulation FD.
In communicating with analysts and the general public, Calamos and CAM will observe the following practices:
    Communications to analysts or the general public regarding CAM should be made only by John P. Calamos, Sr., Nick P. Calamos, Pat Dudasik, or by the Calamos Investor Relations Department of CAM.
 
    CAM will not issue projections of, or comment on, future investment performance of itself or any of its products, including the mutual funds.
 
    All disclosure of material information made by CAM about itself and the closed-end funds managed by Calamos will be broadly disseminated to the public.
 
    Ordinary communications of material information by and about CAM generally will be through press release, through regular channels. CAM will not issue materials regarding itself “for broker-dealer use only” or with similar restrictions; instead, any such materials will be distributed as press releases. If conference telephone calls to discuss material information are scheduled by CAM with analysts, CAM will provide adequate notice of the calls, and permit investors to listen in by telephone or Internet web casting.
If any Calamos employee inadvertently discloses Material Nonpublic Information to analysts or other market professionals about CAM, or the closed-end funds managed by Calamos, CAM is obligated to provide that information to the general public no later than 24 hours after the statement is made, or the commencement of the next day’s trading on NASDAQ. The Investor Relations and the Legal Department must be notified immediately of any such inadvertent disclosure that comes to the attention of any Calamos personnel.

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THE PURCHASE AND SALE OF SECURITIES BY CALAMOS PERSONNEL
Persons employed throughout the financial services industry are subject to restrictions on the way in which they can buy and sell securities for their own accounts. These restrictions are imposed by the SEC and other regulators on the assumption that industry employees have a greater opportunity for access to Material Nonpublic Information than do employees in other types of businesses. There are additional restrictions imposed on the trading of Calamos personnel in securities of CAM. Calamos has long had such restrictions on the personal securities trading activity of its personnel. Such limitations are designed to prevent violations of the securities laws, as well as to avoid even the appearance of impropriety in trading by Calamos personnel, and all personal trading must be done in a manner consistent with the provisions of this Code.
      Trading Policies and Procedures for Non-CAM Securities
           Reporting Rules
As part of its obligations under the securities laws, Calamos is required to maintain information about the trading activity of its personnel.
                Initial Disclosure of Covered Accounts and Related Persons
When a person begins employment with Calamos, he or she must disclose on an Initial Securities Holdings Form the following types of brokerage accounts, if any:
    Accounts in your name, in whole or part, including any joint account, family account and self-directed account, that hold covered securities;
 
    Accounts in the name of your spouse and minor children living in your household;
 
    Accounts of any other member of your household for which you exercise control or substantial influence;
 
    Accounts of any other relatives (of you or your spouse or domestic partner) for which you exercise control or substantial influence;
 
    Trust accounts and similar arrangements for which you act as trustee or otherwise exercise substantial influence;
 
    Trust accounts and similar arrangements which benefit you directly or indirectly (but excluding accounts for which you do not substantially influence investment policy or other decisions, directly or indirectly);
 
    Corporate accounts controlled, directly or indirectly, by you; and
 
    Accounts in the name of unrelated third parties, such as a civic or religious organization, if you make investment decisions for those accounts.
Under the federal securities laws, account holders who fall into these categories are “Related Persons,” and are subject to the same restrictions on trading as actual Calamos personnel. Calamos personnel are responsible for insuring that their Related Persons comply with the provisions of the Code.

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                Disclosure of Personal Holdings
Calamos personnel fall into five broad categories:
  §   Investment Persons are those who make, or participate in making, investment decisions or recommendations for Calamos clients, or who, in connection with their regular functions or duties with Calamos, make, participate in, or obtain information regarding the purchase or sale of securities by a Client. Investment Persons are each Calamos portfolio manager, each research analyst, support staff working directly with portfolio managers and analysts, and each trader.
 
  §   Access Persons are those directors, officers and employees of Calamos or a trust who are not Investment Persons, Outside Trustees, Unaffiliated Trustees or Outside Directors.
 
  §   Outside Trustees are those trustees of a Fund who are not “interested persons” of the Fund, as that term is defined in the Investment Company Act of 1940.
 
  §   Unaffiliated Trustees are those Trustees of a Fund who are not affiliated persons of Calamos but are not Outside Trustees.
 
  §   Outside Directors are those directors of Calamos Asset Management, Inc. who are not employees of Calamos.
Each Investment Person , Access Person and Unaffiliated Trustee shall disclose to the Compliance Department holdings of Covered Securities in which he or she or a Related Person has a Beneficial Interest no later than 10 days after commencement of employment with Calamos. Data must be current as of a date no earlier than 45 days before the date of employment of the new employee. In addition, the Compliance Department must be notified in writing within 10 days of the opening of a new brokerage account in which he or she or a Related Person has a Beneficial Interest and there after on the quarterly certification form. Such information must be updated annually thereafter as of December 31 of each year. Annual reports shall be delivered to the Compliance Department no later than January 30 of the following year. The initial holdings and annual holdings reports shall contain the following information:
    The title and number of shares, or principal amount, interest rate and maturity date (if applicable), of each Covered Security held beneficially;
 
    The name of any broker, dealer, bank or custodian with or through which an account is maintained in which the person has a Beneficial Interest, along with the corresponding account number; and
 
    The date the report is submitted.
                Reporting of Personal Securities Transactions
An Outside Trustee , Unaffiliated Trustee, Related Person of an Outside Trustee or Unaffiliated Trustee, Outside Director or Related Person of an Outside Director may not trade in a Covered Security that the Outside Trustee or Outside Director, at the time of the transaction, knew, or in the ordinary course of fulfilling his or her duties as a Trustee or Director should have known, that on the day of the transaction or within 15 days before or after that day a purchase or sale of that Covered Security was made by or considered for the Fund or other Calamos client.

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An Outside Trustee , Unaffiliated Trustee, Related Person of an Outside Trustee or Unaffiliated Trustee shall report in writing to the Chief Compliance Officer, within one business day , any personal transaction in a Covered Security if such trustee or related person learns that within 15 days of that transaction the same security was purchased or sold, or considered for purchase or sale, by a Fund.
An Outside or Unaffiliated Trustee or a Related Person of an Outside or Unaffiliated Trustee shall also report in writing to the Chief Compliance Officer, within one business day , any personal securities transaction in shares of Calamos closed-end Funds. Such reporting is required to meet obligations under Section 16 of the Securities Exchange Act of 1934 and the rules thereunder.
An Outside Director or a Related Person of an Outside Director shall also report in writing to the General Counsel of Calamos Asset Management, Inc., within one business day , any personal securities transaction, including but not limited to automatic dividend reinvesments in securities of Calamos Asset Management, Inc. (CLMS). Such reporting is required to meet obligations under Section 16 of the Securities Exchange Act of 1934 and the rules thereunder.
Each Access Person and Investment Person shall (i) identify to Calamos any brokerage or other account, including accounts of Related Persons, in which he or she has a Beneficial Interest and (ii) instruct the broker or custodian to deliver to Calamos’ Compliance Department duplicate confirmations of all transactions and duplicate monthly statements.
Each Access Person, Investment Person, and Unaffiliated Trustee, or a Related Person of any of them, shall report all personal transactions in Covered Securities, including transactions in shares of all mutual funds and closed-end funds, during a quarter to the Compliance Department no later than thirty days after the end of the calendar quarter. Quarterly transaction reports shall include the following information for each individual transaction:
    the date of the transaction;
 
    title and number of shares or principal amount, interest rate and maturity date (if applicable) of each security involved;
 
    the nature of the transaction (i.e., purchase, sale, exchange, gift, or other type of acquisition or disposition);
 
    the price at which the transaction was effected;
 
    the name of the broker, dealer or bank with or through which the transaction was effected;
 
    the account number; and
 
    the date the report is submitted.
In addition, for each account established during the month in which securities are held for the benefit of an Investment Person, Access Person or Unaffiliated Trustee , the quarterly report shall include:
    the name of the broker, dealer, custodian or bank with whom the account was established;
 
    the date the account was established;
 
    the account number; and

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    the date the report is submitted.
Reports relating to the personal securities transactions of the Chief Compliance Officer shall be reviewed by the General Counsel.
                Confirmations and Statements for Covered Accounts
Each Investment Person or Access Person must arrange for copies of confirmations and statements to be provided to the Compliance Department for any Covered Accounts maintained with a brokerage firm. Instruct the applicable brokerage firms to provide those copies to: Calamos Advisors LLC, Compliance Department, 2020 Calamos Court, Naperville, IL 60563. Upon request, the Compliance Department will send a standard letter to a brokerage firm advising them of Calamos’ arrangements under this Policy.
You are responsible for ensuring initially that Compliance receives these confirmations and statements and for following up subsequently if Compliance notifies you that they are not being received. Compliance may direct you to close an account if the broker fails to provide periodic confirmations or account statements on a timely basis.
                Certification of Compliance
Each Investment Person and Access Person is required to certify annually that (i) he or she has read and understands the Code, (ii) recognizes that he or she is subject to the Code, and (iii) he or she has disclosed or reported all personal securities transactions required to be disclosed or reported under the Code. The Chief Compliance Officer shall annually distribute a copy of the Code and require certification by all covered persons and shall be responsible for ensuring that all personnel comply with the certification requirement.
Each Investment Person and Access Person who has not engaged in any Personal Securities Transaction during the preceding year for which a report was required to be filed pursuant to the Code shall include a certification to that effect in his or her annual certification.
                Reports to Fund Boards
The officers of each Fund shall prepare an annual report to the Boards of Trustees of the Fund that:
    summarizes existing procedures concerning personal investing and any changes in those procedures during the past year;
 
    describes issues that arose during the previous year under the Code or procedures concerning personal investing, including but not limited to information about material violations of the Code and sanctions imposed;
 
    certifies to the board that the Fund has adopted procedures reasonably necessary to prevent its Investment Persons and Access Persons from violating the Code; and
 
    identifies any recommended changes in existing restrictions or procedures based upon experience under the Code, evolving industry practices, or developments in applicable laws or regulations.
In addition, the officers of each Fund shall report to the Board of the Fund on a quarterly basis any material violations of the Code.

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           Pre-Clearance of Covered Securities Transactions
Except as expressly provided in this section, no Investment Person or Access Person shall engage in a Covered Securities transaction unless the transaction has been approved in advance by any one of the CEO, Senior Executive Vice President, Chief Compliance Officer or General Counsel, none of whom may approve his or her own transactions. In addition, the personal securities transactions of the CEO and Senior Executive Vice President must be approved in advance by the Chief Compliance Officer or General Counsel. Each approval shall be in writing and shall be forwarded to the Compliance Department to be filed in the employee’s trading files and maintained for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place.
The provisions of this Code are intended to limit the personal investment activities of persons subject to the Code only to the extent necessary to accomplish the purposes of the Code. Therefore, the pre-clearance provisions of the Code shall not apply to:
    Purchases or sales effected in any account over which the persons subject to this Code have no direct or indirect influence or control, including discretionary accounts # ;
 
    Purchases or sales that are non-volitional on the part of either the person subject to the Code or any client (including transactions pursuant to Rule 10b5-1 plans, discussed below);
 
    Purchases that are part of an automatic dividend reinvestment plan (additional restrictions apply to CAM dividend reinvestment plan described below);
 
    Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of securities to the extent such rights were acquired from such issuer, and sales of such rights so acquired; and
 
    Purchases or sales of municipal securities.
                Options and Futures
No Investment Person or Access Person shall engage in the purchase or sale of exchange listed or OTC options on individual securities. Purchase and sale of index options and index futures is permitted.
                Open-End Mutual Funds Advised or Subadvised by Calamos
Investment Persons or Access Persons wishing to redeem or exchange any shares of open-end mutual funds advised or subadvised by Calamos held for a period of less than 30 calendar days, must obtain written approval from any one of the Chief Compliance Officer or General Counsel, none of whom may approve his or her own transactions.
 
#   In order for an account to be deemed discretionary, approval must be received by the Chief Compliance Officer. Supporting documentation must be provided in the form of a letter from the manager of the discretionary account, a completed Request for Exclusion from the Code of Ethics and Insider Trading Policy Form and a copy of the most recent account statement.

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                Calamos Closed-End Funds
In addition, officers and Trustees of Calamos closed-end Funds and Executive Officers of Calamos Advisors LLC and Calamos Financial Services LLC must notify the General Counsel of any purchases or sales of Calamos closed-end Funds, excluding dividend or capital gain reinvestments, on the day such transaction was effected. Such notification is required to meet reporting obligations under Section 16 of the Securities Exchange Act of 1934 and the rules thereunder.
                CAM Securities
No Outside Trustee nor Unaffiliated Trustee many own, directly or indirectly, any CAM securities.
Outside Directors , officers and employees of Calamos must obtain prior clearance from the Chief Compliance Officer or the General Counsel of CAM before he, she or a Related Person engages in any transactions in CAM securities, including but not limited to stock option exercises, gifts, or any other transfer of securities. Pre-clearance is required even during a trading window.
If pre-clearance is granted, the individual must execute his or her trade within the period of time indicated by the approving person on the pre-clearance form, which period of time shall not exceed two business days from the day on which pre-clearance is granted.
      Additional Restrictions
           No Transactions with Clients
No Investment Person , Access Person or Outside Trustee shall knowingly sell to or purchase from a client any security or other property except securities issued by that Client.
           No Conflicting Transactions
No Investment Person, Access Person or Outside Trustee shall purchase or sell for his or her own personal account and benefit, or for the account and benefit of any relative, any Covered Security (other than shares of a Fund) that the person knows or has reason to believe is being purchased or sold or considered for purchase or sale by a client, until the client’s transactions have been completed or consideration of such transactions has been abandoned. A conflicting order is any order for the same security, or option on that order, that has not been fully executed. A purchase of a security is being “actively considered” (a) when a recommendation to purchase or sell has been made for the Client and is pending or (b) with respect to the person making the recommendation, when that person is seriously considering making the recommendation.
Absent extraordinary circumstances, a personal securities transaction shall not be executed until the fifth business day after completion of any transaction for a Client. The purchase and sale of shares of any Fund by an Investment Person , Access Person , Outside Trustee or Outside Director shall not be viewed as a conflicting transaction for the purpose of this section.
           Initial Public Offerings
No Investment Person or Access Person shall acquire any security in an initial public offering.

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           Private Placements
No Investment Person or Access Person shall acquire any security in a private placement without the express written prior approval of the President or Senior Executive Vice President of Calamos. In deciding whether that approval should be granted, consideration will be given to whether the investment opportunity should be reserved for clients and whether the opportunity has been offered because of the person’s relationship with Calamos or its clients. An Investment Person who has been authorized to acquire a security in a private placement must disclose that investment if he or she later participates in consideration of an investment in that issuer for a client’s account. Any investment decision for the client relating to that security must be made by other Investment Persons.
           Short-term Trading
No Investment Person may profit from the purchase and sale, or sale and purchase, of the same (or equivalent) securities, other than shares of mutual funds, within 60 days if the same (or equivalent) securities have been held by a Client during such 60-day period. Any profit so realized will be required to be donated to a charitable organization selected by Calamos.
      Exceptions and Exemptions
           Discretionary Accounts of Outside Trustees
Purchases and sales of securities in an account in which an Outside Trustee or a Related Person has a Beneficial Interest shall not be subject to the prohibitions of the Code if the account is managed by someone other than the Outside Trustee or Related Person, and the Outside Trustee or Related Person did not have knowledge of the transactions until after they had been executed, provided the Outside Trustee has previously identified the account to Calamos’ Chief Compliance Officer.
           De Minimis Exception
Purchases or sales in an amount less than $10,000 in a Covered Security of an issuer (other than shares of mutual funds) that has a market capitalization of at least $5 billion are exempt from the prohibitions with respect to whether Calamos is trading the same security for the accounts of its clients of this Code, and are exempt from the pre-clearance requirements of the Code. However, please note that trades falling within this de minimis exception must be reported pursuant to the requirements of this Code.
This exception does not apply to transactions in securities of CAM regardless of the dollar amount of the purchase or sale.
           Hardships
Under unusual circumstances, such as a personal financial emergency, employee stock ownership plans, stock option plans and certain personal trusts, or when it is determined that no conflict of interest or other breach of duty is involved, application for an exemption to make a transaction may be made to the Chief Compliance Officer, which application may be denied or granted. To request consideration of an exemption, submit a written request containing details on your circumstances, reasons for the exception and exception requested.
The Chief Compliance Officer may, in unusual circumstances, approve exceptions from the Code of Ethics applicable to an individual, based on the unique circumstances of such individual and based on a determination that the exceptions can be granted (i) consistent with the individual’s fiduciary obligations

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to Clients and (ii) pursuant to procedures that are reasonably designed to avoid a conflict of interest for the individual. Any such exceptions shall be subject to such additional procedures, reviews and reporting as determined appropriate by the Chief Compliance Officer in connection with granting such exception. Any such exceptions will be reported to the Board of Directors of CAM at the meeting of the Board of Directors and the Boards of Trustees of the Funds, respectively, immediately following the grant of such exception, and such Board of Directors or Board of Trustees shall have the power to revoke or modify any such exceptions prospectively.
      Policies and Procedures Regarding Trading In Securities Of CAM
The personal trading policies and procedures regarding securities of other companies are broadly designed to protect Calamos clients against potential misuse of Material Nonpublic Information by Calamos personnel that could disadvantage the client, or enrich Calamos personnel at the expense of clients.
Additional restrictions apply to transactions in CAM securities by Calamos personnel. These restrictions are required under federal law to protect shareholders of Calamos from the potential misuse of Material Nonpublic Information about Calamos itself.
Broadly speaking, the provisions of the Code with respect to the purchase and sale of securities of other companies apply equally to the purchase and sale of CAM securities. For example, covered accounts that hold CAM securities must be disclosed, duplicate confirmations and statements must be provided, and transactions in CAM securities must be pre-cleared. However, trading in CAM securities by CAM personnel and their Related Persons are limited to specific periods. Note that the de minimis exception applicable to securities of other companies does not apply to transactions in CAM securities by CAM personnel and their Related Persons. Every trade in CAM Securities must be pre-approved.
           Blackout Periods and Trading Windows
                Quarterly Blackout Periods
The period leading up to CAM’s announcement of its quarterly financial results is a particularly sensitive period of time for trading in CAM securities from the perspective of complying with applicable securities laws. During this period, directors, officers and certain employees and consultants may often possess Material Nonpublic Information about the expected financial results for the quarter. As a result, directors, officers and employees of CAM are prohibited from trading in CAM securities and entering into trading plans including but not limited to dividend reinvestments during the period beginning on the first day of the last fiscal month of each fiscal quarter and ending at the close of trading on the NASDAQ National Market (“NASDAQ”) on the second full trading day following the release of the quarterly financial results. The beginning and end of each such blackout period will be announced by the Chief Compliance Officer.
The exempt transactions described below under “Certain Exemptions” are permissible even during the quarterly blackout periods. However, entering into a Rule 10b5-1 trading plan and setting up regularly scheduled plan transactions such as dividend reinvestment plan in CAM Securities are prohibited during blackout periods. Rule 10b5-1 trading plans are described further in that Section.

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                Retirement Plan Blackout Periods
In the event that CAM shares are available in any Calamos retirement plan, directors and executive officers of Calamos are prohibited from purchasing, selling, acquiring or transferring Calamos shares and derivative securities acquired in connection with their service or employment during any blackout periods of more than three consecutive business days applicable to the participants in such retirement plan. Such blackout periods, while rare, usually occur in connection with administrative changes to the plans and plan service providers. The retirement plan or its sponsor is required to give directors, executive officers and affected plan participants advance written notice of such retirement plan blackout periods.
These blackout periods are intended to conform to the current and any future requirements of and exceptions to Section 306 of the Sarbanes-Oxley Act of 2002, as amended (“Section 306”). This prohibition will be interpreted and implemented in accordance with Section 306 and the regulations thereunder, as amended.
                Event Specific Blackout Periods
Calamos reserves the right to impose other trading blackouts from time to time on specified groups of its directors, officers, employees, agents or consultants when, in the judgment of the CAM’s General Counsel, a blackout period is warranted. Calamos will notify those affected by such a blackout of when the blackout begins and when it ends. Those affected should not disclose to others the fact of such trading suspension.
                Trading Windows
To avoid even the appearance of impropriety, the most appropriate period for transactions in CAM securities by directors, officers, employees, agents and consultants who are routinely in possession of Material Nonpublic Information about CAM is the period beginning on the third full trading day through the twelfth trading day following each quarterly earnings release.
This trading window is based on the concept that CAM’s disclosures to the investing public should be up to date and complete during that period. The securities markets also should have had a sufficient opportunity to digest the disclosures in the quarterly release.
It should be noted that even during the trading windows, any person possessing Material Nonpublic Information concerning CAM should not engage in any transactions in CAM securities until such information has been known publicly for at least two full trading days, whether or not CAM has recommended a suspension of trading to that person. Trading in CAM securities during the trading window should not be considered a “safe harbor” for purposes of the insider trading laws. and all directors, officers, employees and other persons should use good judgment at all times and contact the Chief Compliance Officer or General Counsel if there are questions.

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           Certain Exceptions
The prohibitions against trading while in possession of Material Nonpublic Information and during blackout periods do not apply to the following types of transactions in CAM securities:
    Transactions pursuant to a binding contract, instruction or written plan that complies with the requirements of Rule 10b5-1 (“Rule 10b5-1”) under the Securities Exchange Act of 1934, as amended (the “Act”). Any such contract, instruction or written plan must be presented to the Legal and Compliance Department for approval prior to entering into the first transaction under such an arrangement.
 
    Rule 10b5-1 provides a defense from insider trading liability for trading contracts, instructions and plans that meet the rule’s requirements. In general, a Rule 10b5-1 contract, instruction or plan must be entered into outside of blackout periods applicable to such person and when the person is not in possession of Material Nonpublic Information. Once the contract, instruction or plan is adopted, the person must not exercise any influence over the amount of securities to be traded, the price at which they are to be traded or the date of the trade. The plan must either specify the amount, pricing and timing of transactions when established or delegate discretion on these matters to an independent third party, usually a broker.
 
    Regularly scheduled and matching contributions to and withdrawals from a CAM stock fund in a benefit plan when the contributions or withdrawals are put in place outside of blackout periods applicable to such person and when not in possession of Material Nonpublic Information;
 
    Regularly scheduled purchases and reinvestments in and withdrawals from a dividend reinvestment plan when the purchases, reinvestments or withdrawals are put in place outside of blackout periods applicable to such person and when not in possession of Material Nonpublic Information. However any such contract, instruction or written plan must be presented to the Compliance Department for approval prior to entering into such an arrangement.
 
    Bona fide gifts of CAM securities, unless there exists reason to believe the recipient intends to sell the securities while you possess Material Nonpublic Information;
 
    Acceptance or vesting and any related stock withholding of stock options, restricted stock, restricted stock units, phantom stock units or other grants issued under CAM’s incentive compensation plans;
 
    Acquisition or disposition of stock in a stock split, reverse stock split, stock dividend, or other transaction affecting all shareholders in a similar manner; and
 
    Any other transaction designated by the General Counsel of CAM as exempt from the Code.
           Prohibitions
As an investment philosophy, CAM does not believe in speculation, and speculation often leads to insider trading issues. Accordingly, directors, officers and employees of CAM and its affiliates are prohibited from the following activities:
    Purchases or sales of exchange-listed or OTC options on CAM stock;

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    The exercise of an option or right to purchase CAM shares, or the sale of CAM restricted stock which has vested, is generally not permitted if the final exercise date or the sale date falls within a blackout period, although certain transactions may be permitted, depending upon specific circumstances.
 
    Short term or day trading ( i.e. purchases and sales within a 30 day period) of CAM shares.
 
    Short sales of CAM shares, other than shorting against the box.
Any exceptions to these restrictions must be approved in writing by both the Chief Compliance Officer and the General Counsel of CAM.
Although margining and pledging of CAM securities as collateral is not prohibited, it is strongly discouraged. In any margin or loan account, the securities used as collateral may be sold without your consent to meet a margin call or to satisfy a loan. If such a sale occurs during a blackout period, or when you have access to material non-public information, it may result in unlawful insider trading. Because of this danger, it is recommended that directors, officers, employees, agents and consultants of CAM not hold CAM stock in a margin account or pledge CAM stock as collateral for a loan.
Additional Requirements for Directors and Executive Officers
Directors, including Outside Directors, and certain officers of CAM and its affiliated companies, as well as other personnel with regular access to CAM’s financial information, must obtain prior clearance from the General Counsel of CAM before engaging in any transaction in CAM securities and securities of closed-end funds managed by CAM. This includes trades within the trading windows described above. A request should be made at least two business days in advance of the proposed trade date, and the clearance will generally be good for 48 hours. CAM personnel subject to this requirement are listed in Attachment A, which may be amended from time to time.
In addition, initial participation in a dividend reinvestment plan of CAM stock must be pre-cleared by CAM’s General Counsel and thereafter only for changes in reinvestment directions (e.g. change in the percent of the dividend amount being reinvested). The following information must be provided initially for each dividend reinvestment plan of CAM stock you participate in: (i) the name of the plan and plan sponsor; (ii) the reinvestment directions give to the plan sponsor; and (iii) form of ownership (e.g. hold directly, jointly with spouse, through a trust, etc.). Typically, these transactions need to be reported to the SEC within two business days after the execution of the transaction.
Such persons also may trade in CAM securities and securities of closed-end funds managed by CAM pursuant to the provisions of Rule 10b5-1 of the Securities Exchange Act of 1934. Rule 10b5-1 provides a defense from insider trading liability for trading contracts, instructions and plans that meet the rule’s requirements by sharply limiting the discretion an insider has over the timing, amount and pricing of trades. In general, a Rule 10b5-1 contract, instruction or plan must be entered into, in writing, outside of blackout periods applicable to such person and when the person is not in possession of material nonpublic information. Once the contract, instruction or plan is adopted, the person must not exercise any influence over the amount of securities to be traded, the price at which they are to be traded or the date of the trade. In short, it is similar to regularly scheduled purchases and reinvestments in, or withdrawals from, dividend reinvestment plans or similar programs. The plan must either specify the amount, pricing and timing of transactions when established or delegate discretion on these matters to an independent third party, usually a broker. Such arrangements must be approved by the Legal & Compliance Department prior to the first transaction.

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           Section 16 Reporting and Prohibitions
Under the requirements of Section 16 of the Securities Exchange Act of 1934, certain parties are required to report any transactions in CAM securities including but not limited to dividend reinvestments on a regular basis. These persons include:
    CAM’s CEO
 
    CAM’s principal financial officer
 
    CAM’s principal accounting officer (or, if there is no such accounting officer, the controller)
 
    Any director of CAM, including Outside Directors
 
    Any vice-president of CAM in charge of a principal business unit, division or function (such as sales, administration or finance)
 
    Any other officer of CAM who performs a policy-making function, or
 
    Any other person who performs similar policy-making functions for CAM.
Officers of CAM’s parent(s) or subsidiaries shall be deemed officers of CAM if they perform such policy-making functions for CAM. In general such persons are deemed to have inside information by virtue of their positions within CAM.
Transactions of immediate family members of the persons listed above also are generally subject to the reporting requirements, on the theory that the director, officer or principal shareholder will financially benefit from these transactions. For Section 16 purposes, “immediate family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships.
These persons, as well as any holder of more than 10% of CAM stock, must file initial reports of CAM share ownership on Form 3 and subsequent reports of transactions on Form 4. Although the Legal Department of CAM is prepared to assist these persons in preparing such filings, the responsibility for such filings, including notifying CAM of the transaction and seeking pre-clearance, is that of the person.
In addition to the periodic reporting requirements, directors, officers and principal shareholders of CAM are subject to the “short swing” trading provisions of Section 16. Subject to certain exceptions, an officer, director or principal shareholder of CAM who engages in any combination of purchase and sale, or sale and purchase of a CAM security within any period of less than six months must turn over to CAM any profit realized or loss avoided by such a combination of transactions. This is an absolute penalty imposed by law, and it is imposed regardless of any intention on the part of the director, officer or owner.
CAM’s Legal Department is prepared to assist these persons in determining and satisfying their obligations under Section 16, but that assistance can be offered only if the transactions are reported to CAM’s General Counsel for pre-approval.

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Rule 144
Directors and executive officers of CAM are required to file Form 144 with the SEC and NASDAQ before making an open market sale of CAM shares. The Form 144 notifies the SEC and NASDAQ of an intent to sell CAM shares. Although the Form 144 is generally prepared and filed by the Calamos Legal Department, the reporting person retains responsibility for the timeliness and accuracy of reports. Again, that assistance can be offered only if the transactions are reported to CAM’s General Counsel for pre-approval.

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OTHER REGULATORY REQUIREMENTS
Certain other restrictions are imposed upon Calamos personnel, other than Outside Trustees, Unaffiliated Trustees and Outside Directors, as a result of being in a highly regulated industry.
Outside Employment
What employees do outside the office on their own time is their business as long as it does not reflect negatively on the Company. However, for full-time employees of Calamos, it is expected that their position with the company is their primary employment. Any outside activity must not interfere with an employee’s ability to properly perform his or her job responsibilities.
Personnel contemplating a second job must notify their supervisor immediately. The supervisor will thoroughly discuss this opportunity with the employee to ensure it will not interfere with job performance at Calamos, nor pose a conflict of interest. All outside business activities must be approved by your supervisor and reported to the Chief Compliance Officer via the completion of the Notice of Outside Business Activities Form.
Service As A Director Or Officer
No Investment Person or Access Person may serve as a member of the board of directors or trustees, or as an officer, of any publicly-held company without the prior written approval of the President or the Chief Compliance Officer, based on a determination that the board service would not be inconsistent with the interests of the clients of CAM. If an Investment Person is serving as a board member, that Investment Person shall not participate in making investment decisions relating to the securities of the company on whose board he or she sits. Because of the potential for real or apparent conflicts of interests, such service is strongly discouraged.
Gifts
Regulators require that Calamos monitor the receipt and giving of gifts. The regulatory concern is that the receipt or giving of gifts, or excessive entertainment or favors could interfere with fiduciary judgment.
           Accepting Gifts and Entertainment
Except as otherwise specifically stated below, an Investment Person , Access Person or his/her family members must not accept excessive gifts, entertainment or favors from current or prospective customers or suppliers of Calamos. Cash gifts and checks or gift certificates convertible into cash are always inappropriate and must never be accepted. Other gifts up to $100 in retail value may be accepted if the Investment Person or Access Person is certain that there is no conflict of interest or appearance of any conflict of interest raised by the gift(s). If an employee receives a gift, over a $100 retail value, the employee must submit a written report to the Chief Compliance Officer. Reports submitted to the Chief Compliance Officer must contain the following information: name of recipient; title or position; department; name of donor; description of gift; date received; actual or estimated value. Such reports are to be prepared and submitted immediately upon receipt of such gift. Senior Management reserves the right to require the person to return any gift if it determines such return is appropriate under the circumstances.
Invitations for excessive or extravagant entertainment must be declined. If such entertainment is accepted inadvertently, it must be reported in writing in accordance with the above guidelines. Employees should only accept types of entertainment that they believe would be deemed appropriate. No gifts should be accepted by one employee from another employee if accepting such gifts would create a conflict of

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interest or the appearance thereof, if such gifts would be considered excessive, or if such gifts are inappropriate or in bad taste.
           Presenting Gifts and Entertainment
In situations where Calamos is to present a gift, entertainment, or other accommodation to a current or prospective customer or supplier, Investment Persons or Access Persons must use careful judgment to determine that the matter is handled in good taste and without excessive expense. All entertainment presented by Calamos or in the name of Calamos must be appropriate and in good taste. Employees presenting a gift, entertainment or accommodation must be certain that such gift, entertainment or accommodation they have selected would be appropriate. If there are any questions as to whether or not a particular form of gift, entertainment or accommodation is appropriate, such gift, entertainment or accommodation should not be presented. Prior approval from the Chief Compliance Officer is required before purchasing a gift with a retail value over $100 or the presentation of a gift combined with other gifts given to the same client during the calendar year would exceed $100. Reports should include name of donor; title or position; department; name of recipient, description of gift; date presented; and actual value.
Investment Persons or Access Persons sometimes obtain Calamos-owned tickets to sporting or cultural events, etc. When an Investment Person or Access Person is accompanying a customer to the event using the Calamos-owned tickets, the use of such tickets is considered to be customer entertainment. When an Investment Person or Access Person presents such tickets to a customer, but does not attend the event with the customer, the presentation of such Calamos-owned tickets is then considered a gift to the customer. In either event, care must be taken to ensure that such gift or entertainment is an appropriate business expense for Calamos. It is expected that Calamos-owned tickets would not be repeatedly used to entertain, or be presented as gifts to, the same customer.
           Identifying Actual or Potential Conflicts of Interest
Calamos believes that the interests of Calamos and its clients can and should be aligned, despite the potential for conflicts of interest in the investment adviser/client relationship. In addition to being in the best interests of our clients to avoid conflicts of interest, it is in the best interest of Calamos itself to avoid actual and even, if possible, potential conflicts of interest.
In a company of our size and complexity, it can become difficult to identify conflicts of interest and other potential problems. But identification is the first and most necessary step in resolving those issues. Calamos believes that those dealing with the details of running its business operations are in just as good a position – often a better one – as Calamos management to identify potential problems.
All Calamos employees have an interest in identifying and solving potential problems. Each employee should feel free to raise questions and analyze what he or she is doing. In the end, Calamos is paying all of us to think and use our best judgment, and that includes raising questions and joining the discussion that shapes our business policies and practices. If any employee is concerned about an apparent conflict of interest, or any other legal or ethical question involving our businesses, we want to hear from you so that we can take the appropriate action.
Calamos recognizes that some people may feel uncomfortable raising issues, especially if they question the propriety of something that is occurring. Although people should not be afraid to raise these points openly, as an alternative Calamos has established the EthicsPoint program for reporting and resolving issues under the Calamos Standards of Conduct, including conflicts of interest and other legal or ethical issues. Under the EthicsPoint program, any employee can report any type of actual or suspected violation

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on an anonymous, no retaliation basis. The EthicsPoint program, which is described more completely on the Calamos intranet site, has established a procedure for investigating and resolving such issues, and the same procedures will be used to resolve issues raised face-to-face, outside the EthicsPoint program.
YEARLY CERTIFICATION
Copies of the Code will be provided to all personnel at least yearly. They will be required to sign a certification that they have read and understand the provisions of the Code, and that they have abided by all of its provisions.
RECORD RETENTION
The Compliance Department shall maintain the records listed below for a period of five years in a readily accessible place:
    A copy of each Code that has been in effect at any time during the past five years;
 
    A record of any violation of the Code and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;
 
    A record of all written acknowledgements of receipt of the Code and amendments for each person who is currently, or within the past five years was, a supervised person;
 
    Holdings and transactions reports made pursuant to the Code, including any brokerage confirmation and account statements made in lieu of these reports;
 
    A record of any decision and supporting reasons for approving the acquisition of securities in limited offerings for at least five years after the end of the fiscal year in which approval was granted;
 
    A copy of each Initial Statement of Beneficial Ownership of Securities ( SEC Form 3), Statement of Changes of Beneficial Ownership of Securities ( SEC Form 4), and Annual Statement of Beneficial Ownership of Securities ( SEC Form 5).
     
Effective Date:
  June 30, 2005
 
   
Revised:
  December 14, 2006

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Exhibit 99(p)(viii)
CODE OF ETHICS
CAUSEWAY CAPITAL MANAGEMENT TRUST
and
CAUSEWAY CAPITAL MANAGEMENT LLC
I. INTRODUCTION
     A.  Standards of Conduct . This Code of Ethics has been adopted by the Trust and Adviser in compliance with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act. Capitalized terms used in this Code are defined in Appendix 1 to this Code. All Appendixes referred to herein are attached to and are a part of this Code.
     This Code is based on the principles that the trustees, managers, officers, and employees of the Trust and Adviser have a fiduciary duty to the Trust and that the board of managers, officers, and employees of Adviser also have a fiduciary duty to Adviser’s other clients. Fiduciaries owe their clients duties of honesty, good faith and fair dealing. As fiduciaries, Covered Persons must at all times:
     1. Place the interests of the Funds and Private Accounts first . Covered Persons must scrupulously avoid serving their own personal interests ahead of the interests of the Funds and Private Accounts. Covered Persons may not induce or cause a Fund or Private Account to take action, or not to take action, for personal benefit, rather than for the benefit of the Fund or Private Account. For example, a Covered Person would violate this Code by causing a Fund or Private Account to purchase a Security he or she owned for the purpose of increasing the price of that Security or by Market Timing Funds or Private Accounts.
     2. Avoid taking inappropriate advantage of their positions . Covered Persons may not, for example, use their knowledge of portfolio transactions to profit by the market effect of such transactions. Receipt of investment opportunities, perquisites, or gifts from persons seeking business with the Trust or Adviser could call into question the exercise of a Covered Person’s independent judgment.
     3. Conduct all personal Securities Transactions in full compliance with this Code including the reporting requirements . All personal Securities Transactions must be conducted consistent with this Code and in such a manner as to avoid actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility. Doubtful situations should be resolved in favor of the Funds and Private Accounts.
     4. Comply with all applicable federal securities laws . Covered Persons must comply with all applicable federal securities laws. It is prohibited for a Covered Person, in connection with the purchase or sale, directly or indirectly, by the person of a Security held or to be acquired by a Fund or Private Account:
  (i)   To employ any device, scheme or artifice to defraud a Fund or Private Account;

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  (ii)   To make any untrue statement of a material fact to a Fund or Private Account or omit to state a material fact necessary in order to make the statements made to a Fund or Private Account, in light of the circumstances under which they are made, not misleading;
 
  (iii)   To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on a Fund or Private Account; or
 
  (iv)   To engage in any manipulative practice with respect to a Fund or Private Account.
     This Code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not act as a shield from liability for personal trading or other conduct that violates a fiduciary duty to Fund shareholders or Private Account clients.
      Violations of the Code must be reported promptly to the Compliance Officer. Failure to comply with the Code may result in sanctions, including termination of employment.
     B.  Appendixes to the Code . The Appendixes to this Code are attached to and are a part of the Code. The Appendixes include the following:
  1.   Definitions (Appendix 1),
 
  2.   Contact Persons (Appendix 2),
 
  3.   Certification of Compliance with Code of Ethics (Appendix 3 and 3-I),
  a)   Personal Securities Holdings and Accounts Disclosure Form (Appendix 3-A)
  4.   Form Letter to Broker, Dealer or Bank (Appendix 4).
 
  5.   Report of Securities Transactions (Appendix 5)
 
  6.   Initial Public Offering / Private Placement Clearance Form (Appendix 6)
     C.  Application of the Code to Independent Fund Trustees . The following provisions do not apply to Independent Fund Trustees and their Immediate Families.
     
1.
  Personal Securities Transactions (Section II)
2.
  Initial, Quarterly and Annual Holdings Reporting Requirements (Section III.A)
3.
  Receipt and Giving of Gifts (Section IV.B)
4.
  Restrictions on Service as a Director of a Publicly-Traded Company (Section IV.E)
II. PERSONAL SECURITIES TRANSACTIONS
     A.  Prohibited Transactions .
     1. Prohibited Securities Transactions . The following Securities Transactions are prohibited and will not be authorized by the Compliance Officer (or a designee) absent exceptional circumstances. The prohibitions apply only to the categories of persons specified.
     a. Initial Public Offerings (Investment Personnel only) . Any purchase of Securities by Investment Personnel in an initial public offering (other than a new offering of

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a registered open-end investment company) is only permitted if the Compliance Officer grants permission after considering, among other facts, whether the investment opportunity should be reserved for a Fund or Private Account and whether the opportunity is being offered to the person by virtue of the person’s position as an Investment Person. However, if authorized, the Compliance Officer will maintain a record of the reasons for such authorization (see Appendix 6).
     b. Pending Buy or Sell Orders (Investment Personnel Only) . Any purchase or sale of Securities by Investment Personnel on any day during which any Fund or Private Account has a pending “buy” or “sell” order in the same Security (or Equivalent Security) until that order is executed or withdrawn. This prohibition applies whether the Securities Transaction is in the same direction ( e.g. , two purchases) or the opposite direction (a purchase and sale) as the transaction of the Fund or Private Account. See exemption in Section II.B.2.
     c. Seven-Day Blackout (Investment Personnel Only) . Purchases or sales of Securities by Investment Personnel within seven calendar days before and after a purchase or sale of the same Securities (or Equivalent Securities) by the Funds or Private Accounts. For example, if a Fund or Private Account trades a Security on day one, day eight is the first day any Investment Personnel may trade that Security for an account in which he or she has a beneficial interest. This prohibition applies whether the Securities Transaction is in the same direction or the opposite direction as the transaction of the Fund or Private Account. See exemption in Section II.B.2.
     d. Intention to Buy or Sell for a Fund or Private Account (Investment Personnel and Access Persons) . Purchases or sales of Securities by an Access Person or Investment Person at a time when that Access Person or Investment Person intends, or knows of another’s intention, to purchase or sell that Security (or an Equivalent Security) on behalf of a Fund or Private Account. This prohibition also applies whether the Securities Transaction is in the same direction or the opposite direction as the transaction of the Fund or Private Account.
     e. Sixty Day Short-Term Trading Profit Restriction (Investment Personnel and Access Persons) . Investment Personnel are prohibited from profiting from any purchase and sale, or sale and purchase, of a Security or Equivalent Security within sixty calendar days. All Access Persons are prohibited from profiting from any purchase and sale, or sale and purchase, of a Fund or Private Account within sixty calendar days.
     f. Restricted List (Investment Personnel and Access Persons) . Investment Personnel and Access Persons are prohibited from purchases or sales of Securities on Adviser’s Restricted List, if any.
     g. Holdings Restriction (Investment Personnel and Access Persons) . Investment Personnel and Access Persons are prohibited from purchasing Securities or Equivalent Securities currently held by any Fund or Private Account.
     2. Always Prohibited Securities Transactions . The following Securities Transactions are prohibited for all Access Persons and Investment Persons and will not be authorized under any circumstances.

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     a. Inside Information . Any transaction in a Security while in possession of material nonpublic information regarding the Security or the issuer of the Security. For more detailed information, see Adviser’s Insider Trading Policy in its Compliance Policies and Procedures.
     b. Market Manipulation . Transactions intended to raise, lower, or maintain the price of any Security or to create a false appearance of active trading.
     c. Others . Any other transactions deemed by the Compliance Officer (or a designee) to involve a conflict of interest, possible diversions of a corporate opportunity, or an appearance of impropriety.
     3. Private Placements (Investment Personnel only) . Acquisition of Beneficial Interests in Securities in a Private Placement by Investment Personnel is only permitted if the Compliance Officer (or a designee) grants permission after considering, among other facts, whether the investment opportunity should be reserved for a Fund or Private Account and whether the opportunity is being offered to the person by virtue of the person’s position as an Investment Person. If a Private Placement transaction is permitted, the Compliance Officer will maintain a record of the reasons for such approval (see Appendix 6). Investment Personnel who have acquired securities in a Private Placement are required to disclose that investment to the Compliance Officer when they play a part in any subsequent consideration of an investment in the issuer by a Fund or Private Account, and the decision to purchase securities of the issuer by a Fund or Private Account must be independently authorized by a Portfolio Manager with no personal interest in the issuer.
     B.  Exemptions.
     1. The following Securities Transactions are exempt from the restrictions set forth in Section II.A.
     a. Mutual Funds . Securities issued by any registered open-end investment companies (excluding Funds and mutual fund clients for which Adviser serves as investment adviser or subadviser and exchange traded funds (“ETFs”));
     b. No Knowledge . Securities Transactions where neither the Access Person nor Investment Person nor an Immediate Family member knows of the transaction before it is completed (for example, Securities Transactions effected for an Access Person or Investment Person by a trustee of a blind trust or discretionary trades involving an investment partnership or investment club in which the Access Person or Investment Person is neither consulted nor advised of the trade before it is executed);
     c. Certain Corporate Actions . Any acquisition of Securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of Securities;
     d. Rights . Any acquisition of Securities through the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to the extent the rights were acquired in the issue; and
     e. Miscellaneous . Any transaction in the following: (1) bankers’ acceptances, (2) bank certificates of deposit, (3) commercial paper, (4) high quality short-term debt,

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including repurchase agreements, (5) Securities that are direct obligations of the U.S. Government, and (6) other Securities as may from time to time be designated in writing by the Compliance Officer on the grounds that the risk of abuse is minimal or non-existent.
     2. Personal Transactions in Securities that also are being purchased, sold or held by a Fund or Private Account are exempt from the prohibitions of Sections II.A.1.b and c if the Investment Person does not, in connection with his or her regular functions or duties, make, participate in, or obtain information regarding the purchase or sale of Securities by that Fund or Private Account.
     3. Application to Commodities, Certain Futures, Options on Futures and Options on Broad-Based Indexes . Commodities, futures (including currency futures and futures on securities comprising part of a broad-based, publicly traded market based index of stocks, but not including futures on single securities) and options on futures are not subject to the prohibited transaction provisions of Section II.A., but are subject to the Code’s transaction reporting requirements.
      III. REPORTING AND PRECLEARANCE REQUIREMENTS
     A.  Reporting and Preclearance Requirements for Access Persons and Investment Personnel
     1. Preclearance Procedures . Access Persons and Investment Persons must obtain approval from the Compliance Officer prior to entering into any Securities Transactions (including IPOs and Private Placements), except that preclearance is not required for the exempt Securities Transactions set forth in Section II.B. Access Persons and Investment Persons may preclear Securities Transactions only where they have a present intent to transact in the Security.
          To preclear a Securities Transaction, an Access Person or Investment Person shall communicate his or her request to the Compliance Officer and provide the following information:
a) Issuer name;
b) Type of security (stock, bond, note, etc.); and
c) Nature of transaction (purchase or sale).
          Approval of a Securities Transaction, once given, is effective only for three business days or until the employee discovers that the information provided at the time the transaction was approved is no longer accurate, whichever is shorter.
     2. Initial Holdings and Accounts Report . Every Access Person and Investment Person must submit within 10 days of becoming an Access Person or Investment Person an Initial Holdings and Accounts Report (see Appendix 3-A) to the Compliance Officer listing all Securities accounts and Securities that he or she holds in such accounts in which that Access Person or Investment Person (or Immediate Family member) has a Beneficial Interest. The information in the Initial Holdings and Accounts Report must be current as of a date not more than 45 days prior to the date the person becomes an Access Person or Investment Person.
     3. Quarterly Reporting Requirements . Every Access Person and Investment Person (and Immediate Family member) must arrange for the Compliance Officer to receive directly from any broker, dealer, or bank that effects any Securities Transaction, duplicate copies of each confirmation for each such transaction and periodic statements for each brokerage account in which such Access Person or Investment Person (and Immediate Family member) has a Beneficial Interest. Attached hereto as Appendix 4 is a form of letter that may be used to request such documents from

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such entities. All copies must be received no later than 30 days after the end of the calendar quarter. Each confirmation or statement must disclose the following information:
     
a)
  the date of the transaction;
b)
  the title (and exchange ticker symbol or CUSIP number, interest rate and maturity date, as applicable)
c)
  the number of shares and principal amount
d)
  the nature of the transaction (e.g., purchase or sale);
e)
  the price of the Security; and
f)
  the name of the broker, dealer or bank through which the trade was effected.
          If an Access Person or Investment Person (or Immediate Family member) is not able to arrange for duplicate confirmations and periodic statements to be sent that contain the information required above, or if a transaction is consummated without an intermediary, he or she must submit a quarterly transaction report (see Appendix 5) within 30 days after the completion of each calendar quarter to the Compliance Officer.
     4. Every Access Person or Investment Person who establishes a Securities account during the quarter in which that Access Person or Investment Person (or Immediate Family member) has a Beneficial Interest must submit an Account Report (see Appendix 5) to the Compliance Officer. This report must be submitted to the Compliance Officer within 30 days after the completion of each calendar quarter.
          5. Annual Holdings and Accounts Report . Every Access Person and Investment Person must annually submit an Annual Holdings and Accounts Report (see Appendix 3-A) listing all Securities accounts and Securities in which that Access Person or Investment Person (or Immediate Family member) has a Beneficial Interest. The information in the Annual Holdings Report must be current as of a date no more than 45 days before the report is submitted.
     B.  Reporting Requirements for Independent Fund Trustees
     Each Independent Fund Trustee (and his or her Immediate Family) must report to the Compliance Officer any trade in a Security by any account in which the Independent Fund Trustee has any Beneficial Interest if the Independent Fund Trustee knew or, in the ordinary course of fulfilling his or her duty as a Trustee of the Trust, should have known that during the 15-day period immediately preceding or after the date of the transaction in a Security by the Trustee such Security (or an Equivalent Security) was or would be purchased or sold by a Fund or such purchase or sale by a Fund was or would be considered by the Fund. Independent Fund Trustees who need to report such transactions should refer to the procedures outlined in Section III.A.2.
     C.  Exemptions, Disclaimers and Availability of Reports
     1. Exemptions .
     (a) A Securities Transaction involving the following circumstances or Securities is exempt from the reporting requirements discussed above: (1) neither the Access Person or Investment Person nor an Immediate Family member had any direct or indirect influence or control over the transaction; (2) Securities directly issued by the U.S. Government; (3) bankers’ acceptances; (4) bank certificates of deposit; (5) commercial paper; (6) high quality short-term debt instruments, including repurchase agreements; and (7) shares issued by open-end mutual funds (excluding Funds and mutual fund clients for which Adviser serves as investment adviser or subadviser and ETFs).

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     (b) An Access Person or Investment Person shall not be required to make a transaction report under Section III.A. to the extent that information in the report would duplicate information recorded by Adviser pursuant to Rule 204-2(a)(13) of the Advisers Act.
     (c) With respect to transactions effected pursuant to an Automatic Investment Plan, Access Persons and Investment Persons need not make quarterly transaction reports under Section III.A.
     2. Disclaimers . Any report of a Securities Transaction for the benefit of a person other than the individual in whose account the transaction is placed may contain a statement that the report should not be construed as an admission by the person making the report that he or she has any direct or indirect beneficial ownership in the Security to which the report relates.
     3. Availability of Reports . All information supplied pursuant to this Code may be made available for inspection to the Board of Trustees of the Trust, the management of Adviser, the Compliance Officer, any party to which any investigation is referred by any of the foregoing, the SEC, any self-regulatory organization of which Adviser is a member, any state securities commission or regulator, and any attorney or agent of the foregoing or of the Trust.
IV. FIDUCIARY DUTIES
     A.  Confidentiality . Covered Persons are prohibited from revealing information relating to the investment intentions or activities of the Funds or Private Accounts except to persons whose responsibilities require knowledge of the information.
     B.  Gifts . The following provisions on gifts apply to all Investment Personnel.
     1. Accepting Gifts . On occasion, because of their position with the Trust or Adviser, Investment Personnel may be offered, or may receive without notice, gifts from clients, brokers, vendors, or other persons not affiliated with such entities. Acceptance of extraordinary or extravagant gifts is not permissible. Any such gifts must be declined or returned in order to protect the reputation and integrity of the Trust and Adviser. Gifts of a nominal value ( i.e. , gifts whose reasonable value is no more than $100 a year), and customary business meals, entertainment ( e.g. , sporting events), and promotional items ( e.g. , pens, mugs, T-shirts) may be accepted.
          If an Investment Person receives any gift that might be prohibited under this Code, the Investment Person must inform the Compliance Officer.
     2. Solicitation of Gifts . Investment Personnel may not solicit gifts or gratuities.
     C.  Corporate Opportunities . Access Persons and Investment Persons may not take personal advantage of any opportunity properly belonging to the Funds or Private Accounts. This includes, but is not limited to, acquiring Securities for one’s own account that would otherwise be acquired for a Fund or Private Account.
     D.  Undue Influence . Covered Persons may not cause or attempt to cause any Fund or Private Account to purchase, sell or hold any Security in a manner calculated to create any personal benefit to the Covered Person. If a Covered Person (or Immediate Family member) stands to benefit materially from an investment decision for a Fund or Private Account which the Covered Person is recommending or participating in, the Covered Person must disclose to those persons with authority to make investment

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decisions for the Fund or Private Account (or, if the Covered Person in question is a person with authority to make investment decisions for the Fund or Private Account, to the Compliance Officer) any Beneficial Interest that the Covered Person (or Immediate Family member) has in that Security or an Equivalent Security, or in the issuer thereof, where the decision could create a material benefit to the Covered Person (or Immediate Family member) or the appearance of impropriety. The person to whom the Covered Person reports the interest, in consultation with the Compliance Officer, must determine whether or not the Covered Person will be restricted in making investment decisions.
     E.  Service as a Director . No Investment Person may serve on the board of directors of a publicly-held company (other than the Trust) absent prior written authorization by the Compliance Officer. This authorization will rarely, if ever, be granted and, if granted, normally will require that the affected Investment Person be isolated, through a “Chinese Wall” or other procedures, from those making investment decisions related to the issuer on whose board the person sits.
V. COMPLIANCE WITH THIS CODE OF ETHICS
     A.  Compliance Officer Review
     1. Monitoring of Personal Securities Transactions . The Compliance Officer will review personal Securities Transactions and holdings reports made pursuant to Section III.
     2. Investigating Violations of the Code . The Compliance Officer will investigate any suspected violation of the Code and report the results of each investigation to the Chief Operating Officer of Adviser. The Chief Operating Officer together with the Compliance Officer will review the results of any investigation of any reported or suspected violation of the Code.
     3. Annual Reports . At least annually, the Trust and Adviser must furnish to the Trust’s Board of Trustees, and the Board of Trustees must consider, a written report that (1) describes any issues arising under this Code or procedures since the last report to the Board of Trustees, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Fund and Adviser have adopted procedures reasonably necessary to prevent Covered Persons from violating the Code.
     B.  Remedies
     1. Sanctions . If the Compliance Officer and the Chief Operating Officer of Adviser determine that a Covered Person has committed a violation of the Code following a report of the Compliance Officer, the Compliance Officer and the Chief Operating Officer of Adviser may impose sanctions and take other actions as they deem appropriate, including a letter of caution or warning, suspension of personal trading rights, suspension of employment (with or without compensation), fine, civil referral to the SEC, criminal referral, and termination of the employment of the violator for cause. The Compliance Officer and the Chief Operating Officer of Adviser also may require the Covered Person to reverse the trade(s) in question and forfeit any profit or absorb any loss derived therefrom. The amount of profit shall be calculated by the Compliance Officer and the Chief Operating Officer of Adviser and shall be forwarded to a charitable organization selected by the Compliance Officer and the Chief Operating Officer of Adviser. The Compliance Officer and the Chief Operating Officer of Adviser may not review his or her own transaction.
     2. Sole Authority . The Compliance Officer and the Chief Operating Officer of Adviser have sole authority, subject to the review set forth in Section V.B.1 above, to determine the remedy for any violation of the Code, including appropriate disposition of any monies forfeited

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pursuant to this provision. Failure to promptly abide by a directive to reverse a trade or forfeit profits may result in the imposition of additional sanctions.
     C.  Exceptions to the Code . Exceptions to the Code will rarely, if ever, be granted. The Compliance Officer may grant exceptions to the requirements of the Code on a case by case basis if the Compliance Officer finds that the proposed conduct involves negligible opportunity for abuse, or upon a showing by the employee that he or she would suffer extreme financial hardship should an exception not be granted. Should the subject of the exception request involve a Securities Transaction, a change in the employee’s investment objectives, tax strategies, or special new investment opportunities would not constitute acceptable reasons for an exception. Any exceptions granted must be in writing.
     D.  Compliance Certification . Adviser shall provide each Covered Person with a copy of the Code of Ethics and any amendments. Each Access Person and Investment Person shall certify that he or she has received, read and understands the Code and any amendments by executing the Certification of Compliance with the Code of Ethics form (see Appendix 3). In addition, by December 31 following the end of the prior calendar year, all Access Persons and Investment Persons will be required to re-certify on such form (see Appendix 3) that they have read and understand the Code and any amendments, that they have complied with the requirements of the Code, and that they have reported all Securities Transactions required to be disclosed or reported pursuant to the requirements of the Code. Independent Fund Trustees and members of the Board of Managers should complete Appendix 3-I only.
     E.  Inquiries Regarding the Code . The Compliance Officer will answer any questions about the Code or any other compliance-related matters.
DATED: April 25, 2005
REVISED: November 1, 2005; January 30, 2006

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Appendix 1
DEFINITIONS
     “ 1940 Act ” means the Investment Company Act of 1940, as amended.
     “ Access Person ” means any officer, general partner or Advisory Person of the Trust or Adviser; provided, that the employees of SEI Investments Mutual Funds Services and its affiliates (collectively, “SEI”) shall not be deemed to be “Access Persons” as their trading activity is covered by the Code of Ethics adopted by SEI in compliance with Rule 17j-1 under the 1940 Act. Unless otherwise determined by the Compliance Officer in writing, Independent Fund Trustees and members of the board of managers of the Adviser who are not Advisory Persons are deemed not to be Access Persons under this Code on the grounds that they do not have regular access to information or recommendations regarding the purchase or sale of Securities by Funds or Private Accounts and the risk of abuse is deemed minimal.
     “ Adviser ” means Causeway Capital Management LLC.
     “ Advisers Act ” means the Investment Advisers Act of 1940, as amended.
     “ Advisory Person ” means
     (1) any trustee, member of the Adviser’s board of managers, officer, general partner or employee of Adviser or the Trust (or of any company in a Control relationship with such companies) who, in connection with his or her regular functions or duties, makes, participates in, or obtains or has access to information regarding the purchase or sale of Securities by, or the nonpublic portfolio holdings of, the Funds or Private Accounts, or has access to or whose functions relate to the making of any recommendations with respect to such purchases or sales, and
     (2) any natural person in a Control relationship to the Trust or Adviser who obtains information concerning recommendations made to the Funds or Private Accounts with respect to the purchase or sale of Securities by the Funds or Private Accounts.
     “ Automatic Investment Plan ” means 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.
     “ Beneficial Interest ” means the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to profit, or share in any profit derived from, a transaction in the subject Securities. A Covered Person is deemed to have a Beneficial Interest in Securities owned by members of his or her Immediate Family. Common examples of Beneficial Interest include joint accounts, spousal accounts, UTMA accounts, partnerships, trusts and controlling interests in corporations. Any uncertainty as to whether a Covered Person has a Beneficial Interest in a Security should be brought to the attention of the Compliance Officer. Such questions will be resolved in accordance with, and this definition shall be subject to, the definition of “beneficial owner” found in Rules 16a-1(a)(2) and (5) promulgated under the Securities Exchange Act of 1934.
     “ Code ” means this Code of Ethics, as it may be amended from time to time.
     “ Compliance Officer ” means the Chief Compliance Officer of Adviser and the persons designated in Appendix 2, as such Appendix shall be amended from time to time.

 


 

     “ Control ” shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 Act.
     “ Covered Person ” means any Access Person, Investment Person, Independent Fund Trustee, member of the Adviser’s board of managers, or member, officer or employee of the Adviser.
     “ Equivalent Security ” means any Security issued by the same entity as the issuer of a subject Security, including options, rights, stock appreciation rights, warrants, preferred stock, restricted stock, phantom stock, futures on single securities, bonds, and other obligations of that company or security otherwise convertible into that security. Options on securities and futures on single securities are included even if, technically, they are issued by the Options Clearing Corporation, a futures clearing authority, or a similar entity.
     “ Fund ” means a portfolio of the Trust.
     “ Immediate Family ” of a person means any of the following persons who reside in the same household as such person:
             
 
  child
stepchild
grandchild
parent
stepparent
  grandparent
spouse
sibling
mother-in-law
father-in-law
  son-in-law
daughter-in-law
brother-in-law
sister-in-law
Immediate Family includes adoptive relationships and any other relationship (whether or not recognized by law) which the Compliance Officer determines could lead to the possible conflicts of interest, diversions of corporate opportunity, or appearances of impropriety which this Code is intended to prevent.
     “ Independent Fund Trustee ” means a trustee of the Trust who is not an “interested person” as that term is defined in Section 2(a)(19) of the 1940 Act.
     “ Initial Public Offering ” or “IPO” is an offering of securities registered under the Securities Act of 1933 by an issuer who immediately before the registration of such securities was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.
     “ Investment Personnel ” and “ Investment Person ” mean (1) employees of Adviser or the Trust (or of any company in a Control relationship to such companies) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of Securities, or (2) any natural person who Controls Adviser or the Trust and who obtains information concerning recommendations made to the Funds or Private Accounts regarding the purchase and sale of Securities by the Funds or Private Accounts. References to Investment Personnel include without limitation Portfolio Managers.
     “ Market Timing ” means transactions deemed by the Compliance Officer to constitute the short-term buying and selling of shares of Funds or Private Accounts to exploit pricing inefficiencies.
     “ Portfolio Manager ” means a person who has or shares principal day-to-day responsibility for managing the portfolio of a Fund or Private Account.
     “ Private Account ” means a portfolio of a private client or mutual fund client for which Adviser serves as investment adviser or subadviser.

 


 

     “ Private Placement ” means a limited offering exempt from registration pursuant to Rules 504, 505 or 506 or under Section 4(2) or 4(6) of the Securities Act of 1933.
     “ Restricted List ” means the list of companies maintained by the Compliance Officer about which Adviser or its affiliates potentially possess material nonpublic information.
     “ SEC ” means the Securities and Exchange Commission.
     “ Security ” means a security as defined in Section 2(a)(36) of the 1940 Act or Section 202(a)(18) of the Advisers Act, including, but not limited to, stock, notes, bonds, debentures, and other evidences of indebtedness (including loan participations and assignments), limited partnership interests, investment contracts, and all derivative instruments of the foregoing, such as options and warrants. “Security” does not include futures and options on futures (except for single security futures and options on futures), but the purchase and sale of such instruments are nevertheless subject to the reporting requirements of the Code.
     “ Securities Transaction” means a purchase or sale of Securities in which a person (or Immediate Family member of such person) has or acquires a Beneficial Interest.
     “ Trust ” means Causeway Capital Management Trust, an investment company registered under the 1940 Act for which Adviser serves as investment adviser.

 


 

Appendix 2
CONTACT PERSONS
COMPLIANCE OFFICER
1. Gracie V. Fermelia, Chief Operating Officer, Chief Compliance Officer

2. Turner Swan, General Counsel
No Compliance Officer is permitted to preclear or review his/her own transactions or reports under this Code.

 


 

Appendix 3
CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS
I acknowledge that I have received the Code of Ethics dated                      , and certify that:
     1. I have read the Code of Ethics and any amendments and I understand that it applies to me and to all accounts in which I or a member of my Immediate Family has any Beneficial Interest.
     2. In accordance with Section III.A of the Code of Ethics, I will report or have reported all Securities Transactions in which I have, or a member of my Immediate Family has, a Beneficial Interest, except for transactions exempt from reporting under Section III.C.
     3. I have listed on Appendix 3-A of this form all accounts and securities in which I have, or any member of my Immediate Family has, any Beneficial Interest.
     4. I will comply or have complied with the Code of Ethics in all other respects.
     5. I agree to disgorge and forfeit any profits on prohibited transactions in accordance with the requirements of the Code of Ethics.
             
 
           
 
           
 
          Access Person’s/Investment Person’s Signature
 
           
 
           
 
           
 
          Print Name
Date:
           
 
           
see next page

 


 

Appendix 3-A
PERSONAL SECURITIES HOLDINGS and ACCOUNTS DISCLOSURE FORM
(for use as an Initial or Annual Holdings and Accounts Report)
     Pursuant to Section III.A.1 or III.A.3 of the Code of Ethics, please list all Securities accounts and Securities holdings for each Securities account in which you or your Immediate Family member has a Beneficial Interest. You do not need to list those Securities that are exempt pursuant to Section III.C.
         
Is this an Initial or Annual Report?
 
 
   
 
       
Name of Access Person/Investment Person:
 
 
   
 
       
Name of Account Holder:
 
 
   
 
       
Relationship to Access Person/Investment Person:
 
 
   
SECURITIES HOLDINGS:
Attach to this Report your most recent account statement and/or list Securities held below:
             
Title and type of Security (and            
exchange ticker symbol or CUSIP            
number)   No. of Shares   Principal Amount   Name of Broker/Dealer/Bank
1.
           
 
           
2.
           
 
           
3.
           
4.
           
5.
           
(Attach separate sheets as necessary)    
SECURITIES ACCOUNTS:
             
Account Name   Account Number   Date Account Opened   Name of Broker/Dealer/Bank
1.
           
2.
           
3.
           
4.
           
(Attach separate sheets as necessary)    
     I certify that this Report and the attached statements (if any) constitute all the Securities accounts and Securities that must be reported pursuant to this Code.
     
 
   
 
Access Person/Investment Person Signature
   
 
   
 
   
 
   
Print Name
  Date

 


 

Appendix 3-I
CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS
(Independent Fund Trustees
and
members of the Adviser’s board of managers)
     I acknowledge that I have received the Code of Ethics dated                      , 200       , and certify that:
     1. I have read the Code of Ethics and any amendments, and I understand that it applies to me and to all accounts in which I or a member of my Immediate Family has any Beneficial Interest.
     2. I will report or have reported all Securities Transactions required to be reported under Section III.B of the Code in which I have, or a member of my Immediate Family has, a Beneficial Interest (Independent Fund Trustees only).
     3. I will comply or have complied with applicable provisions of the Code of Ethics in all other respects.
             
 
           
 
           
 
          Independent Fund Trustee/Manager Signature
 
           
 
           
 
           
 
          Print Name
Date:
           
 
           

 


 

Appendix 4
Form of Letter to Broker, Dealer or Bank
<Date>
<Broker Name and Address>
     Subject: Account #                     
Dear                      :
     Causeway Capital Management LLC (“Adviser”), my employer, is a registered investment adviser. In connection with the Code of Ethics adopted by Adviser, I am required to request that you send duplicate confirmations of individual transactions as well as duplicate periodic statements for the referenced account to my employer. Please note that the confirmations and/or periodic statements must disclose the following information:
     
1)
  date of the transaction;
2)
  the title of the security (including exchange ticker symbol or CUSIP number, interest rate and maturity date, as applicable);
3)
  the number of shares and principal amount;
4)
  the nature of the transaction ( e.g ., purchase or sale);
5)
  the price of the security; and
6)
  the name of the firm effecting the trade.
If you are unable to provide this information, please let me know immediately. Otherwise, please address the confirmations and statements directly to:
Gracie V. Fermelia
Chief Compliance Officer
Causeway Capital Management LLC
11111 Santa Monica Blvd., Suite 1550
Los Angeles, CA 90025
     Your cooperation is most appreciated. If you have any questions regarding these requests, please contact me or Ms. Fermelia at
(310) 231-6107.
     
 
  Sincerely,
 
   
 
  <Name of Access Person/Investment Person>

 


 

Appendix 5
REPORT OF SECURITY TRANSACTIONS
FOR QUARTER ENDED
                    
Investment Persons and Access Persons: You do not need to report transactions in 1) direct obligations of the U.S. Government, 2) bankers’ acceptances, bank CDs, commercial paper, high quality short-term debt instruments, 3) shares of an open-end investment company (excluding Funds and mutual fund clients for which Adviser serves as investment adviser or subadviser and ETFs), 4) transactions for which you had no direct or indirect influence or control; and 5) transactions effected pursuant to an Automatic Investment Plan.
Independent Fund Trustees : If you are an Independent Fund Trustee, then you only need to report a transaction if you, at the time of that transaction, knew or, in the ordinary course of fulfilling your official duties as a Trustee to the Trust, should have known that, during the 15-day period immediately before or after your transaction in a Security:
  1)   a Fund purchased or sold such Security or
 
  2)   a Fund or Adviser considered purchasing or selling such Security.
Disclose all Securities Transactions for the period covered by this report:
                         
            Price at            
Title of   Number   Date of   Which       Bought   Name of
Security*   Shares   Transaction   Effected   Principal Amount   or Sold   Broker/Dealer/Bank
 
 
                       
 
*   Please disclose the interest rate or maturity date and exchange ticker symbol or CUSIP number, as applicable.
Did you establish any securities accounts during the period covered by this report? ___Yes ___ No
If Yes, please complete the following:

-1-


 

         
    Date of    
Name of Broker   Account Opening   Account Number
 
___     The above is a record of every Securities Transaction or account opened which I had, or in which I acquired, any direct or indirect Beneficial Interest during the period indicated above.
 
___     I certify that the Compliance Officer has received confirmations or account statements pertaining to all Securities Transactions executed that disclose the information required above, and has received notice of any accounts opened, during the period covered by this report.
 
___     I have nothing to report for the period covered by this report.
             
Date:
      Signature:    
 
           

-2-


 

Appendix 6
INITIAL PUBLIC OFFERING / PRIVATE PLACEMENT
CLEARANCE FORM

(for the use of the Compliance Officer only)
     The Code for the Trust and Adviser prohibits any acquisition of Securities in an Initial Public Offering (other than shares of open-end investment companies) and Private Placement by any Investment Person unless permitted by the Compliance Officer. In these instances, a record of the rationale supporting the approval of such transactions must be completed and retained for a period of five years after the end of the fiscal year in which approval is granted. This form should be used for such record keeping purposes.
         
Name of Investment Person:
       
 
       
 
       
Date of Request
       
 
       
 
       
Name of IPO / Private Placement:
       
 
       
 
       
Date of Offering:
       
 
       
 
       
Number of Shares/Interests
       
 
       
 
       
Price:
       
 
       
 
       
Name of Broker/Dealer/Bank
       
 
       
___     I have cleared the IPO / Private Placement transaction described above.
Reasons supporting the decision to approve the above transaction:
         
 
       
     
 
      Name of Compliance Officer
 
       
 
       
     
 
      Signature of Compliance Officer
 
       
 
       
     
 
      Date

 

Exhibit 99(p)(ix)
XI. CODE OF ETHICS AND INSIDER TRADING POLICY
A. Code of Ethics
Statement of General Policy
This Code of Ethics has been adopted by Dreman Value Management, L.L.C. and applies to all of its personnel. The basic principle to govern all persons is that their functions should be performed with loyalty to our Clients.
In adhering to the foregoing basic principle of loyalty, a person must not profit, directly or indirectly, from his or her position with the company. No such person shall take for personal benefit any corporate opportunity for profit which that person learns about from his or her position.
1.   DEFINITION OF TERMS USED
  (a)   “Adviser” means Dreman Value Management, L.L.C.
 
  (b)   “Fund” means any investment company advised by the Adviser, whether directly or through a subadvisory arrangement, and any entity exempt from registration under the Investment Company Act of 1940 pursuant paragraphs (1) or (7) of Section 3 (c) of that Act.
 
  (c)   “Client” means any investment Client of the Adviser including a Fund.
 
  (d)   “Investment department personnel” means all employees who work in the Adviser’s investment department, including portfolio managers, research analysts, trading personnel and staff.
 
  (e)   “Beneficial interest” includes: (i) the ownership of any security held in the name of a person or a spouse, minor child or relative of a person or relative of a spouse of a person sharing the same household; and (ii) any contract, understanding, relationship, agreement or other arrangement by which a person obtains present or future benefits substantially equivalent to an ownership interest in a security. Beneficial interest does not include activities of such spouse, children or relatives of a person in his or her capacity as an employee or owner of a business that sells or buys securities for non-Adviser (third party) Clients, or advises non-Adviser (third party) Clients as to securities.
 
  (f)   “Personal benefit” includes any intended benefit for oneself or any other individual, company, group or organization of any kind whatsoever except a benefit for a Client, but such term does not include any investment advisory fee payable to the Adviser by a Client or, in the case of any Fund, payment in the nature of a dividend or distribution paid by the Client on
      terms governing the payment of such dividends and distributions to all owners of such entity.
  (g)   “Security” includes without limitation any and all stocks, bonds, notes, bills, debentures and any interest commonly known as a security including any interest that might be selected for, or be included in, a Client’s portfolio and also includes puts, calls, other options or rights in such securities, and securities-based futures contracts.

XI-1


 

2.   TRANSACTIONS WITH THE CLIENTS
     No person shall sell to, or purchase from, a Client any security or other property (except merchandise in the ordinary course of business), in which such person has or would acquire a beneficial interest, unless such purchase or sale involves solely securities of that Client.
3.   DISCLOSURE OF INFORMATION
  (a)   No person shall discuss with or otherwise inform others of any actual or contemplated security transaction by a Client or the Adviser except in the performance of employment duties or in an official capacity and then only for the benefit of the Client or the Adviser, as appropriate, and in no event for personal benefit or for the benefit of others.
 
  (b)   No person shall release information to dealers or brokers or others (except to those concerned with the execution of the transaction) as to any investment portfolio changes, proposed or in process, except (i) upon the completion of such changes, or (ii) when the disclosure results from the publication of a Fund prospectus, or (iii) in conjunction with a regular report to Clients or to any governmental authority resulting in such information becoming public knowledge or (iv) in connection with any report to which Clients are entitled.
4.   PREFERENTIAL TREATMENT, GIFTS AND ENTERTAINMENT
     No person shall seek or accept favors, preferential treatment, or any other personal benefit because of his or her association with a Client or the Adviser, except those usual and normal benefits directly provided by such Client or the Adviser.
     No person shall accept any entertainment, gift or other personal benefit that may create or appear to create a conflict between the interests of such person and any Client or the Adviser. In addition, investment department personnel are prohibited from receiving any gift or other thing of more than de minimus value from any person or entity that does business with or on behalf of any Client or the Adviser.
5.   CONFLICTS OF INTEREST
     If any person is aware of a personal interest that is, or might be, in conflict with the interest of a Client, that person should disclose the situation or transaction and the nature of the conflict to the Chairman of the Adviser for appropriate consideration.
6.   SERVICE AS A DIRECTOR
     Investment department personnel are prohibited from serving on the boards of directors of publicly traded companies, absent prior authorization by the Chairman of the Adviser based upon a determination that the board service would be consistent with the interests of the Clients and that adequate procedures exist to ensure isolation from those making investment decisions.

XI-2


 

7.   INSIDE INFORMATION
     Securities laws and regulations prohibit the misuse of “inside” or “material non-public” information when trading or recommending securities.
     Inside information obtained by any person from any source must be kept strictly confidential. All inside information should be kept secure, and access to files and computer files containing such information should be restricted. Persons shall not act upon or disclose material non-public or insider information except as may be necessary for legitimate business purposes on behalf of a Client or the Adviser as appropriate. Questions and requests for assistance regarding insider information should be promptly directed to the Adviser’s legal counsel.
     Inside information may include, but is not limited to, knowledge of pending orders or research recommendations, corporate finance activity, mergers or acquisitions, and other material non-public information that could affect the price of a security.
     Client and Client account information is also confidential and must not be discussed with any individual whose responsibilities do not require knowledge of such information.
8.   PERSONAL SECURITY TRANSACTIONS
     No person shall knowingly take advantage of a corporate opportunity of the Adviser or Client for personal benefit, or take action inconsistent with such person’s obligations to the Adviser or Clients. All personal securities transactions must be consistent with this Code of Ethics and must avoid any actual or potential conflict of interest or any abuse of any person’s position of trust and responsibility. The following rules apply to all accounts in which a person has a beneficial interest:
  (a)   All Persons:
  (1)   No person shall purchase or sell any security which such person knows that the Adviser either is purchasing or selling, or is considering for purchase or sale, for one or more Clients.
 
  (2)   No person shall knowingly purchase or sell a security during any period when there is an open order for the purchase or sale of that security by a Client and, subject to sub-paragraph (f) below, for seven days after such order has been executed or cancelled.
 
  (3)   No person shall purchase any securities in an initial public offering.
  (b)   Portfolio Managers: In addition to (a) above, no portfolio manager may buy or sell a security within seven days before or after, subject to sub-paragraph (f) below, a portfolio that he or she manages trades in the security, with the exception of the S&P 500 futures or options or other index futures and options when there are no purchases or sales orders for Clients entered or intended to be entered on any trading day.
 
  (c)   Related Instruments: When anything in this paragraph 8 prohibits the purchase or sale of a

XI-3


 

      security, it also prohibits the purchase or sale of any related securities, such as puts, calls, other options or rights in such securities.
 
  (d)   Disgorgement:
 
      Any person who trades in violation of this paragraph 8 must unwind the trade or disgorge the profits.
 
  (e)   Exceptions:
  (1)   Under unusual circumstances, such as a personal financial emergency, employee stock ownership plans, stock option plans and certain personal trusts, or when it is clear that no conflict of interest or other breach of duty is involved, application for an exception may be made to the CCO of the Adviser, with a copy of the request delivered to the Chairman of the Adviser, which application may be granted or denied. To request consideration of an exception, submit a written request containing the details of your circumstances, reasons for the exception and the exception requested. The request should be sent to the CCO of the Adviser.
 
  (2)   After December 1, 2003, this paragraph 8 shall not apply to transactions involving U.S. Government securities, bankers’ acceptances, bank certificates of deposit, commercial paper, and non-volitional purchases and sales, such as dividend reinvestment programs or “calls” or redemptions of securities.
 
  (3)   The clearance and reporting provisions of this chapter shall not apply to transactions by or for any Client; ownership by the Adviser or an Affiliate of the Adviser of a qualifying interest in a Client (such as shares of a Fund) shall not disqualify the Client from this exception.
  (f)   A person who wishes to purchase or sell a security that the Adviser is purchasing or selling for a Client, and who is prohibited from executing such transaction by this paragraph 8, may request pre-clearance to execute such transaction once the portfolio manager responsible for the Client transactions confirms to the CCO by a time stamped writing, that all transactions in the subject security have been completed for all Clients, and a transaction may be effected pursuant to this procedure notwithstanding the fact that a Client transaction has occurred within the preceding seven day period.
 
      (1) For the purposes of approving transactions pursuant to this paragraph (f), the CCO may deem all transactions in a security for Clients to be completed if the only factor which may result in further transactions in such security will be the unanticipated addition of funds to, or removal of funds from, a Client account.
 
      (2) For the purpose of approving a transaction pursuant to this paragraph (f), a receipt of funds will not be deemed to be “anticipated” merely because the Adviser is aware in general terms of the fact that additional subscriptions to an investment company or deposits to a client account occur on a continuing basis, so long as the CCO reviews the terms of each transaction effected pursuant to a waiver granted under this paragraph (f) and confirms that:

XI-4


 

      (i) the transaction for which relief is requested is proposed to be effected for the purpose of causing the holdings of the affiliated person to conform more closely to the “model portfolio” used to manage that account and other Client accounts seeking comparable results, and
 
      (ii) the value of the transaction authorized by the waiver is de minimus relative to the market capitalization and trading volume of the security for which the waiver is requested.
  (g)   When an employee places a personal securities transaction in shares of an open-end investment company, the employee shall not knowingly request, direct, or authorize the transaction to be placed or executed at any price that is not consistent with the laws and regulations governing pricing of such transactions. An employee shall not place any transaction intended to benefit from short-term trading of any open-end investment company security if such transaction is not consistent with the publicly disclosed policies and practices announced by that investment company, and shall never engage in such a practice in any fund with which the Adviser is affiliated.
9.   PROCEDURES
     Each person must follow these procedures for all securities or accounts in which he or she has a beneficial interest:
  (a)   Preclearance:
  (1)   Each person shall pre-clear trades in common and preferred stocks, convertible securities, bonds, notes, bills, debentures, puts, calls, index securities, securities based futures contracts and closed-end funds. Shares of registered open-end investment companies are common stock covered by this provision effective December 1, 2003.
 
  (2)   Each person who wishes to purchase or sell a security must call the Trading area to determine whether the trade is prohibited. If the trade is not prohibited, such preclearance is valid only for that day. If the trade is prohibited, such person may make subsequent inquiries to determine when the trade is no longer prohibited under paragraph 8. Even if a trade is pre-cleared, it is still a person’s responsibility to ensure that such person’s trading activity is in compliance with this Code of Ethics and all securities laws.
 
  (3)   The placement of a limit order (a request that your broker buy or sell at a given price) must be done in conformity with the above pre-clearance procedures. Once a limit order has been cleared for execution, it must be entered on that day. Once a limit order trade has been placed, you may remove or cancel the limit order only after determining through the pre-clearance procedure that the placement of an order for the subject security would be otherwise permissible on that day. The ministerial execution of an approved limit order is deemed to be a non-volitional transaction under paragraph 8(e)(2).

XI-5


 

  (b)   Reports — All Persons:
  (1)   Securities positions: Each person shall report to the CCO of the Adviser all purchases or sales of any security in which such person has, or by virtue of such transaction acquires, any beneficial interest.
 
  (2)   Form of Report: All such reports shall be in writing, shall be made within ten days after the close of the month in which such purchase or sale was effected, and shall set forth the title of the security, the date and nature of the transaction, the number or amount of securities involved, the purchase or sale price, the broker/dealer or bank through whom the transaction was effected and. the extent of such person’s interest in the transaction.
 
  (2)   Broker confirms and statements: Each person should provide to the CCO of the Adviser all securities or commodities brokerage accounts in which that person has a beneficial interest. Before opening a brokerage account, each person should submit a completed Securities and Commodities Brokerage Account Report to the Compliance Officer of the adviser and should receive a letter approving the opening of the account. Each person should cause to be provided on a timely basis duplicate confirmations of all trades referred to in this paragraph 9 and copies of periodic statements for all securities accounts in which that person has a beneficial interest. Such Securities and Commodities Brokerage Account Reports, duplicate confirmations and periodic statements should be directed to the CCO of the Adviser.
  (c)   Reports — Investment Department Personnel and Access Persons:
 
      All investment department personnel and access persons also should disclose in writing to the CCO of the Adviser all personal securities holdings upon commencement of employment and thereafter on an annual basis. Such annual holdings report should be made no later than thirty (30) days after the end of each calendar year and should be of a date not more than thirty (30) days before the report is submitted.
 
  (d)   Exceptions:
 
      This Paragraph 9 shall not apply to (i) non-volitional purchases and sales, such as dividend reinvestment programs, ministerial execution of approved limit orders, or “calls” or redemptions of securities, or (ii) transactions involving U.S. Government securities, bankers’ acceptances, bank certificates of deposit, or commercial paper.
10.   DELEGATION
      The Chairman, Chief Operating Officer or CCO of the Adviser may delegate any of the responsibilities, powers and authorities conferred by this Code of Ethics. Such delegation may be to an individual, such as a compliance officer, or a committee, such as an Ethics Committee, or both.

XI-6

 

Exhibit 99(p)(x)
FRANKLIN TEMPLETON INVESTMENTS
CODE OF ETHICS
(pursuant to Rule 17j-1 of the Investment Company Act of 1940
and Rule 204A-1 of the Investment Advisers Act of 1940)
AND
POLICY STATEMENT ON INSIDER TRADING
Revised May 2006
TABLE OF CONTENTS
         
CODE OF ETHICS
    3  
         
PART 1 - Statement of Principles
    3  
PART 2 - Purpose of the Code and Consequences of Non-compliance
    5  
PART 3 - Compliance Requirements
    6  
PART 4 - Reporting Requirements for Code of Ethics Persons (excluding Independent Directors of the Funds and of FRI)
    16  
PART 5 - Pre-clearance Requirements Applicable to Access Persons (excluding Independent Directors of the Funds) and Portfolio Persons
    19  
PART 6 – Requirements for Independent Directors of the Funds
    23  
PART 7 - Penalties for Violations of the Code
    25  
PART 8 - A Reminder about the Franklin Templeton Investments Insider Trading Policy
    27  
PART 9 - Foreign Country Supplements (Canada)
    28  
         
APPENDIX A:COMPLIANCE PROCEDURES AND DEFINITIONS
    30  
         
I. Responsibilities of Each Designated Compliance Officer
    31  
II. Definitions of Important Terms
    38  
         
APPENDIX B:ACKNOWLEDGEMENT FORM AND SCHEDULES
    41  
         
Acknowledgment Form
    42  
SCHEDULE A: Legal and Compliance Officers Code of Ethics Administration Dept. Contact Info
    43  
SCHEDULE B: Quarterly Transactions Report
    44  
SCHEDULE C: Initial & Annual Disclosure of Brokerage Accounts, Securities Holdings and Discretionary Authority
    45  
SCHEDULE D: NOTIFICATION OF SECURITIES ACCOUNT
    47  
SCHEDULE E: Notification of Direct or Indirect Beneficial Interest
    48  
SCHEDULE F: Checklist for Investments in Partnerships and Securities Issued in Limited Offerings (Private Placements)
    49  
SCHEDULE G: Request for Approval to Serve as a Director
    51  
         
APPENDIX C: INVESTMENT ADVISOR AND BROKER-DEALER AND OTHER SUBSIDIARIES OF FRANKLIN RESOURCES, INC. – APRIL 2006
    52  
         
APPENDIX D: FRANKLIN RESOURCES, INC. CODE OF ETHICS AND BUSINESS CONDUCT
    53  
         
POLICY STATEMENT ON INSIDER TRADING
    65  
A. Legal Requirement
    65  
B. Who is an Insider?
    65  
C. What is Material Information?
    65  
D. What is Non-Public Information?
    66  

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E. Basis for Liability
    66  
F. Penalties for Insider Trading
    66  
G. Insider Trading Procedures
    67  
H. General Access Control Procedures
    68  
         
FAIR DISCLOSURE POLICIES AND PROCEDURES
    69  
         
A. What is Regulation FD?
    69  
B. FTI’s Corporate Policy for Regulation FD
    69  
C. General Provisions of Regulation FD
    69  
D. Persons to whom selective disclosure may not be made:
    70  
E. Exclusions from Regulation FD
    70  
F. Methods of Public Disclosure:
    71  
G. Training
    71  
H. Reporting Consequences
    71  
I.Questions
    71  
J.Frequently Asked Questions
    71  
K.Supplemental Information – SECs Division of Corporate Finance
    73  
         
SUPPLEMENTAL MEMORANDUM ON CHINESE WALL POLICY
    78  

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CODE OF ETHICS
          The Code of Ethics (the “Code”) and Policy Statement on Insider Trading (the “Insider Trading Policy”), including any supplemental memoranda is applicable to all officers, directors, employees and certain designated temporary employees (collectively, “Code of Ethics Persons”) of Franklin Resources, Inc. (“FRI”), all of its subsidiaries, and the funds in the Franklin Templeton Group of Funds (the “Funds”) (collectively, “Franklin Templeton Investments”). The subsidiaries listed in Appendix C of the Code, together with Franklin Resources, Inc. and the Funds, have adopted the Code and Insider Trading Policy.
          The Code summarizes the values, principles and business practices that guide Franklin Templeton Investments’ business conduct, provides a set of basic principles for Code of Ethics Persons regarding the conduct expected of them and also establishes certain reporting requirements applicable to Supervised and Access Persons (defined below). It is the responsibility of all Code of Ethics Persons to maintain an environment that fosters fairness, respect and integrity. Code of Ethics Persons are expected to seek the advice of a supervisor or the Code of Ethics Administration Department with any questions on the Code and/or the Insider Trading Policy.
          In addition to this Code, the policies and procedures prescribed under the Code of Ethics and Business Conduct adopted by Franklin Resources, Inc. are additional requirements that apply to certain Code of Ethics Persons. Please see Appendix D for the full text of the Code of Ethics and Business Conduct. Executive Officers, Directors and certain other designated employees of FRI will also be subject to additional requirements with respect to the trading of the securities of FRI (i.e. BEN shares).
PART 1 — Statement of Principles
          All Code of Ethics Persons are required to conduct themselves in a lawful, honest and ethical manner in their business practices. Franklin Templeton Investments’ policy is that the interests of its Funds’ shareholders and clients are paramount and come before the interests of any Code Of Ethics Person.

3


 

          The personal investing activities of Code of Ethics Persons must be conducted in a manner to avoid actual or potential conflicts of interest with Fund shareholders and other clients of any Franklin Templeton adviser.
          Code of Ethics Persons shall use their positions with Franklin Templeton Investments and any investment opportunities they learn of because of their positions with Franklin Templeton Investments in a manner consistent with applicable Federal Securities Laws and their fiduciary duties to use such opportunities and information for the benefit of the Funds’ shareholders and clients.
          Information concerning the identity of security holdings and financial circumstances of Funds and other clients is confidential and all Code of Ethics Persons must vigilantly safeguard this sensitive information.
          Lastly, Code of Ethics Persons shall not, in connection with the purchase or sale of a security, including any option to purchase or sell, and any security convertible into or exchangeable for, any security that is “held or to be acquired” by a Fund:
  A.   employ any device, scheme or artifice to defraud a Fund;
 
  B.   make to a Fund any untrue statement of a material fact or omit to state to a 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 operates or would operate as a fraud or deceit upon a Fund; or
 
  D.   engage in any manipulative practice with respect to a Fund.
          A security is “held or to be acquired” if within the most recent 15 days it (i) is or has been held by a Fund, or (ii) is being or has been considered by a Fund or its investment adviser for purchase by the Fund.

4


 

PART 2 — Purpose of the Code and Consequences of Non-compliance
          It is important that you read and understand the Code because its purpose is to help all of us comply with the law and to preserve and protect the outstanding reputation of Franklin Templeton Investments.
          Any violation of the Code or Insider Trading Policy including engaging in a prohibited transaction or failure to file required reports may result in disciplinary action, up to and including termination of employment and/or referral to appropriate governmental agencies.
          All Code of Ethics Persons must report violations of the Code and the Insider Trading Policy whether committed by themselves or by others promptly to their supervisor or the Code of Ethics Administration Department. If you have any questions or concerns about compliance with the Code or Insider Trading Policy you are encouraged to speak with your supervisor or the Code of Ethics Administration Department. In addition, you may call the Compliance and Ethics Hotline at 1-800-636-6592. Calls to the Compliance and Ethics Hotline may be made anonymously. Franklin Templeton Investments will treat the information set forth in a report of any suspected violation of the Code or Insider Trading Policy in a confidential manner and will conduct a prompt and appropriate evaluation and investigation of any matter reported. Code of Ethics Persons are expected to cooperate in investigations of reported violations. To facilitate employee reporting of violations of the Code or Insider Trading Policy, Franklin Templeton Investments will not allow retaliation against anyone who has made a report in good faith.

5


 

PART 3 — Compliance Requirements
3.1 Who Is Covered by the Code and How Does It Work?
     The Statement of Principles contained in the Code and the policies and procedures prescribed under the Code of Ethics and Business Conduct contained in Appendix D must be observed by all Code of Ethics Persons. All officers, directors, employees and certain designated temporary employees of Franklin Templeton Investments are Code of Ethics Persons. However, depending on which of the categories described below that you are placed, there are different types of restrictions and reporting requirements placed on your personal investing activities. The category in which you will be placed generally depends on your job function, although unique circumstances may result in your placement in a different category. If you have any questions regarding which category you are a member of and the attendant responsibilities, please contact the Code of Ethics Administration Department.
  (1)   Supervised Persons : Supervised persons are a U.S. registered investment adviser’s partners, officers, directors (or other persons occupying a similar status or performing similar functions), and employees, as well as any other person who provides advice on behalf of the adviser and are subject to the supervision and control of the adviser.
 
  (2)   Access Persons: Access Persons are those persons who: have access to nonpublic information regarding Funds’ or clients’ securities transactions; or are involved in making securities recommendations to Funds or clients; or have access to recommendations that are nonpublic; or have access to nonpublic information regarding the portfolio holdings of Reportable Funds. Examples of “ access to nonpublic information” include having access to trading systems, portfolio accounting systems, research databases or settlement information. Thus, Access Persons are those people who are in a position to exploit information about Funds’ or clients’ securities transactions or holdings. Administrative, technical and clerical personnel may be deemed Access Persons if their functions or duties give them access to such nonpublic information.
 
      The following are some of the departments, which would typically (but not exclusively) include Access Persons. Please note however that whether you are an Access Person is based on an analysis of the types of information that you have access to and the determination will be made on a case-by-case basis:
    fund accounting;
 
    futures associates;
 
    global compliance;
 
    portfolio administration;
 
    private client group/high net worth; and
 
    anyone else designated by the Director of Global Compliance and/or the Chief Compliance Officer.

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      In addition, you are an Access Person if you are any of the following:
    an officer or director of the Funds;
 
    an officer or director of an investment advisor or broker-dealer subsidiary of Franklin Templeton Investments; or
 
    a person that controls those entities
      Note: Under this definition, an independent director of FRI would not be considered an Access Person.
 
  (3)   Portfolio Persons: Portfolio Persons are a subset of Access Persons and are those employees of Franklin Templeton Investments, who, in connection with his or her regular functions or duties, makes or participates in the decision to purchase or sell a security by a Fund or any other client or if his or her functions relate to the making of any recommendations about those purchases or sales. Portfolio Persons include:
    portfolio managers;
 
    research analysts;
 
    traders;
 
    employees serving in equivalent capacities (such as Futures Associates);
 
    employees supervising the activities of Portfolio Persons; and
 
    anyone else designated by the Director of Global Compliance and/or the Chief Compliance Officer.
  (4)   Non-Access Persons: If you are an employee or temporary employee of Franklin Templeton Investments AND you do not fit into any of the above categories, you are a Non-Access Person. Because you do not receive nonpublic information about Fund/Client portfolios, you are subject only to the prohibited transaction provisions described in 3.4 of the Code, the Statement of Principles and the Insider Trading Policy and the policies and procedures prescribed under the FRI Code of Ethics and Business Conduct. The independent directors of FRI are Non-Access Persons.
     You will be notified about which of the category(ies) you are considered to be a member of at the time you become affiliated with Franklin Templeton Investments and also if you become a member of a different category.
     As described further below, the Code prohibits certain types of transactions and requires pre-clearance and reporting of others. Non-Access Persons and Supervised Persons do not have to pre-clear their security transactions, and, in most cases, do not have to report their transactions. Independent Directors of the Funds also need not pre-clear or report on any securities transactions unless they knew, or should have known that, during the 15-day period before or after the transaction, the security was purchased or sold or considered for purchase or sale by a Fund. However, personal investing activities of all Code of Ethics Persons are to be conducted in compliance with the prohibited transactions provisions contained in Section 3.4, the

7


 

Statement of Principles, the Insider Trading Policy, the FRI Code of Ethics and Business Conduct Code and all other applicable policies and procedures.
3.2 What Accounts and Transactions Are Covered?
     The Code covers:
     1.  Securities accounts/transactions in which you have direct or indirect beneficial ownership.
     You are considered to have “beneficial ownership” of a security if you, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, have or share a direct or indirect economic interest in a security. There is a presumption that you have an economic interest in securities held or acquired by members of your immediate family sharing the same household. Thus, a transaction by or for the account of your spouse, or other immediate family member living in your home would be treated as though the transaction were your own.
     2.  Transactions for an account in which you have an economic interest (other than the account of an unrelated client for which advisory fees are received) and have or share investment control.
     For example, if you invest in a corporation that invests in securities and you have or share control over its investments, that corporation’s securities transactions would generally be treated as though they were your own.
     3.  Securities in which you do not have an economic interest (that are held by a partnership, corporation, trust or similar entity) however, you either have control of such entity, or have or share control over its investments.
     For example, if you were the trustee of a trust or foundation but you did not have an economic interest in the entity (i.e., you are not the trustor (settlor) or beneficiary) the securities transactions would be treated as though they were your own if you had voting or investment control of the trust’s assets or you had or shared control over its investments.
Accordingly, each time the words “you” or “your” are used in this document, they apply not only to your personal transactions and accounts, but to all the types of accounts and transactions described

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above . If you have any questions as to whether a particular account or transaction is covered by the Code, please contact the Code of Ethics Administration Department 650-312-3693 (ext. 23693) for guidance.
3.3 What Securities Are Exempt From the Code of Ethics?
     You do not need to pre-clear or report transactions in the following types of securities:
  (1)   direct obligations of the U.S. government (i.e. securities issued or guaranteed by the U.S. government such as Treasury bills, notes and bonds including U.S. savings bonds and derivatives thereof);
 
  (2)   money market instruments – banker’s acceptances, bank certificates of deposits, commercial paper, repurchase agreements and other high quality short-term debt instruments;
 
  (3)   shares of money market funds;
 
  (4)   shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds.
 
  (5)   shares issued by U.S. registered open-end funds (I.E. mutual funds) other than Reportable Funds”
     Transactions in the types of securities listed above are also exempt from: (i) the prohibited transaction provisions contained in Section 3.4; (ii) the additional requirements applicable to Portfolio Persons; and (iii) the applicable reporting requirements contained in Part 4.
3.4 Prohibited Transactions and Transactions Requiring Pre-approval for Code of Ethics Persons
      A. “ Intent” Is Important
     The transactions described below comprise a non-exclusive listing of those transactions that have been determined by the courts and the SEC to be prohibited by law. These types of transactions are a violation of the Statement of Principles and are prohibited. It should be noted that pre-clearance, which is a cornerstone of our compliance efforts, cannot detect inappropriate or illegal transactions, which are by their definition dependent upon intent. Therefore, personnel of the Code of Ethics Administration Department can assist you with compliance with the Code however, they cannot guarantee any particular transaction complies with the Code or any applicable law. The fact that your proposed transaction receives pre-clearance may not provide a full and complete defense to an accusation of a violation of the Code or of any laws. For example, if you executed a transaction for which you received pre-clearance, or if the transaction was exempt from pre-clearance (e.g., a transaction for 500 shares or less), that would not preclude a subsequent finding that front-

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running or scalping occurred because such activity is dependent upon your intent. In other words, your intent may not be able to be detected or determined when a particular transaction request is analyzed for pre-clearance, but can only be determined after a review of all the facts.
     In the final analysis, adherence to the principles of the Code remains the responsibility of each person effecting personal securities transactions.
      B.  Code Of Ethics Persons — Prohibitions and Requirements
           1. Front running: Trading Ahead of a Fund or Client
     You shall not front-run any trade of a Fund or client. The term “front run” means knowingly trading before a contemplated transaction by a Fund or client of any Franklin Templeton adviser, whether or not your trade and the Fund’s or client’s trade take place in the same market. Front running is prohibited whether or not you realize a profit from such a transaction. Thus, you may not:
  (a)   purchase a security if you intend, or know of Franklin Templeton Investments’ intention, to purchase that security or a related security on behalf of a Fund or client, or
 
  (b)   sell a security if you intend, or know of Franklin Templeton Investments’ intention, to sell that security or a related security on behalf of a Fund or client.
           2. Scalping
     You shall not purchase a security (or its economic equivalent) with the intention of recommending that the security be purchased for a Fund or client, or sell short a security (or its economic equivalent) with the intention of recommending that the security be sold for a Fund or client. Scalping is prohibited whether or not you realize a profit from such a transaction.
           3. Trading Parallel to a Fund or Client
     You shall not either buy a security if you know that the same or a related security is being bought contemporaneously by a Fund or client, or sell a security if you know that the same or a related security is being sold contemporaneously by a Fund or client.

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           4. Trading Against a Fund or Client
     You shall not:
  (a)   buy a security if you know that a Fund or client is selling the same or a related security, or has sold the security, until seven (7) calendar days after the Fund’s or client’s order has either been executed or withdrawn, or
 
  (b)   sell a security if you know that a Fund or client is buying the same or a related security, or has bought the security until seven (7) calendar days after the Fund’s or client’s order has either been executed or withdrawn.
     Refer to Section I.A., “Pre-clearance Standards,” of Appendix A of the Code for more details regarding the pre-clearance of personal securities transactions.
           5. Using Proprietary Information for Personal Transactions
     You shall not buy or sell a security based on Proprietary Information 1 without disclosing such information and receiving written authorization from the Code of Ethics Administration Department. If you wish to purchase or sell a security about which you obtained such information, you must provide a written report of all of the information you obtained regarding the security to the Appropriate Analyst(s) 2 . You may then receive permission to purchase or sell such security if the Appropriate Analyst(s) confirms to the Code of Ethics Administration Department that there is no intention to engage in a transaction regarding the security within the next seven (7) calendar days on behalf of an Associated Client 3 and you subsequently pre-clear a request to purchase or sell such security.
 
1   Proprietary Information: Information that is obtained or developed during the ordinary course of employment with Franklin Templeton Investments, whether by you or someone else, and is not available to persons outside of Franklin Templeton Investments. Examples of such Proprietary Information include, among other things, internal research reports, research materials supplied to Franklin Templeton Investments by vendors and broker-dealers not generally available to the public, minutes of departmental/research meetings and conference calls, and communications with company officers (including confidentiality agreements). Examples of non-Proprietary Information include information found in mass media publications (e.g., The Wall Street Journal, Forbes, and Fortune), certain specialized publications available to the public (e.g., Morningstar, Value Line, Standard and Poors), and research reports available to the general public.
 
2   Appropriate Analyst: Any securities analyst or portfolio manager, other than you, making recommendations or investing funds on behalf of any Associated Client, who may be reasonably expected to recommend or consider the purchase or sale of the security in question.
 
3   Associated Client: A Fund or client whose trading information would be available to the Access Person during the course of his or her regular functions or duties.

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           6. Certain Transactions in Securities of Franklin Resources, Inc., and Affiliated Closed-end Funds
     You shall not effect a short sale of the securities, including “short sales against the box” of Franklin Resources, Inc., or any of the Franklin Templeton Investments’ closed-end funds, or any other security issued by Franklin Templeton Investments. This prohibition would also apply to effecting economically equivalent transactions, including, but not limited to purchasing and selling call or put options and swap transactions or other derivatives. Officers and directors of Franklin Templeton Investments who are covered by Section 16 of the Securities Exchange Act of 1934, are reminded that their obligations under Section 16 are in addition to their obligations under this Code and other additional requirements with respect to pre-clearance and Rule 144 affiliate policies and procedures.
           7. Short Term Trading or “Market Timing” in the Funds.
     Franklin Templeton Investments seeks to discourage short-term or excessive trading, often referred to as “market timing.” Code of Ethics Persons must be familiar with the “Market Timing Trading Policy” described in the prospectus of each Fund in which they invest and must not engage in trading activity that might violate the purpose or intent of that policy. Accordingly, all directors, officers and employees of Franklin Templeton Investments must comply with the purpose and intent of each fund’s Market Timing Trading Policy and must not engage in any short-term or excessive trading in Funds. The Trade Control Team of each Fund’s transfer agent will monitor trading activity by directors, officers and employees and will report to the Code of Ethics Administration Department, trading patterns or behaviors that may constitute short-term or excessive trading. Given the importance of this issue, if the Code of Ethics Administration Department determines that you engaged in this type of activity, you will be subject to discipline, up to and including termination of employment and a permanent suspension of your ability to purchase shares of any Funds. This policy applies to Franklin Templeton funds including those Funds purchased through a 401(k) plan and to funds that are sub-advised by an investment adviser subsidiary of Franklin Resources, Inc., but does not apply to purchases and sales of Franklin Templeton money fund shares.

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           8. Service as a Director
     Code of Ethics Persons (excluding Independent Directors of FRI) may not serve as a director, trustee, or in a similar capacity for any public or private company (excluding not-for-profit companies, charitable groups, and eleemosynary organizations) unless you receive approval from one of the Franklin Resources, Inc. CEO and it is determined that your service is consistent with the interests of the Funds and clients of Franklin Templeton Investments. You must notify the Code of Ethics Administration Department, of your interest in serving as a director, including your reasons for electing to take on the directorship by completing Schedule G. The Code of Ethics Administration Department will process the request through the Franklin Resources, Inc. CEO. FRI Independent Directors are subject to the FRI Corporate Governance Guidelines with respect to service on another company’s board.
      C.  Access Persons (excluding Independent Directors of the Funds) and Portfolio Persons — Additional Prohibitions and Requirements
           1. Securities Sold in a Public Offering
     Access Persons shall not buy securities in any initial public offering, or a secondary offering by an issuer except for offerings of securities made by closed-end funds that are either advised or sub-advised by a Franklin Templeton Investments adviser. Although exceptions are rarely granted, they will be considered on a case-by-case basis and only in accordance with procedures contained in section I.B. of Appendix A.
           2. Interests in Partnerships and Securities Issued in Limited Offering (Private Placements)
     Access Persons shall not invest in limited partnerships (including interests in limited liability companies, business trusts or other forms of “hedge funds”) or other securities in a Limited Offering (private placement) without pre-approval from the Code of Ethics Administration Department. In order to seek consideration for pre-approval you must:
  (a)   complete the Limited Offering (Private Placement) Checklist (Schedule F)
 
  (b)   provide supporting documentation (e.g., a copy of the offering memorandum); and
 
  (c)   obtain approval of the appropriate Chief Investment Officer; and
 
  (d)   submit all documents to the Code of Ethics Administration Department.
Approvals for such investments will be determined by the Director of Global Compliance or the

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Chief Compliance Officer. Under no circumstances will approval be granted for investments in “hedge funds” that are permitted to invest in registered open-end investment companies (“mutual funds”) or registered closed-end investment companies.
      D.  Portfolio Persons — Additional Prohibitions and Requirements
           1. Short Sales of Securities
     Portfolio Persons shall not sell short any security held by Associated Clients, including “short sales against the box.” Additionally, Portfolio Persons associated with the Templeton Group of Funds and clients shall not sell short any security on the Templeton “Bargain List.” This prohibition also applies to effecting economically equivalent transactions, including, but not limited to, sales of uncovered call options, purchases of put options while not owning the underlying security and short sales of bonds that are convertible into equity positions.
           2. Short Swing Trading
     Portfolio Persons shall not profit from the purchase and sale or sale and purchase within sixty (60) calendar days of any security, including derivatives. Portfolio Persons are responsible for transactions that may occur in margin and option accounts and all such transactions must comply with this restriction. 4
This restriction does not apply to:
(a) trading within a sixty (60) calendar day period if you do not realize a profit and you do not violate any other provisions of this Code; and
(b) profiting on the purchase and sale or sale and purchase within sixty (60) calendar days of the following securities:
      § securities that are direct obligations of the U.S. Government, such as Treasury bills, notes and bonds, and U.S. Savings Bonds and derivatives thereof;
      § high quality short-term instruments (“money market instruments”) including but not limited to (i) bankers’ acceptances, (ii) U.S. bank certificates of deposit; (iii) commercial paper; and (iv) repurchase agreements;
 
4   This restriction applies equally to transactions occurring in margin and option accounts, which may not be due to direct actions by the Portfolio Person. For example, a stock held less than sixty (60) days that is sold to meet a margin call or the underlying stock of a covered call option held less than sixty (60) days that is called away, would be a violation of this restriction if these transactions resulted in a profit for the Portfolio Person.

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      §       shares of any registered open-end investment companies including Exchange Traded Funds (ETF), Holding Company Depository Receipts (Hldrs) and shares of Franklin Templeton Funds subject to the short term trading (market timing) policies described in each Fund’s prospectus ;
      § commodity futures, currencies, currency forwards and derivatives thereof.
     Calculation of profits during the sixty (60) calendar day holding period generally will be based on “last-in, first-out” (“LIFO”). Portfolio Persons may elect to calculate their sixty (60) calendar day profits on either a LIFO or FIFO (“first-in, first-out”) basis only if there has not been any activity in such security by their Associated Clients during the previous sixty (60) calendar days.
           3. Disclosure of Interest in a Security and Method of Disclosure
     As a Portfolio Person, you must promptly disclose your direct or indirect beneficial interest in a security whenever you learn that the security is under consideration for purchase or sale by an Associated Client and you;
  (a)   Have or share investment control of the Associated Client;
 
  (b)   Make any recommendation or participate in the determination of which recommendations shall be made on behalf of the Associated Client; or
 
  (c)   Have functions or duties that relate to the determination of which recommendation shall be made to the Associated Client.
     In such instances, you must initially disclose that beneficial interest orally to the primary portfolio manager (or other Appropriate Analyst) of the Associated Client(s) or the appropriate Chief Investment Officer. Following that oral disclosure, you must send a written acknowledgment of that interest on Schedule E (or on a form containing substantially similar information) that has been signed by the primary portfolio manager, with a copy to the Code of Ethics Administration Department.

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PART 4 — Reporting Requirements for Code of Ethics Persons (excluding Independent Directors of the Funds and of FRI)
     References to Access Persons in this Part 4 do not apply to the Independent Directors of the Funds and of FRI. Reporting requirements applicable to Independent Directors of the Funds are separately described in Part 6.
4.1 Reporting of Beneficial Ownership and Securities Transactions
     Compliance with the following personal securities transaction reporting procedures is essential to meeting our responsibilities with respect to the Funds and other clients as well as complying with regulatory requirements. You are expected to comply with both the letter and spirit of these requirements by completing and filing all reports required under the Code in a timely manner. If you have any questions about which reporting requirements apply to you, please contact the Code of Ethics Administration Department.
4.2 Initial Reports
      A.  Acknowledgement Form (Supervised Persons, Access Persons and Portfolio Persons)
     All Supervised Persons, Access Persons and Portfolio Persons must complete and return an executed Acknowledgement Form to the Code of Ethics Administration Department no later than ten (10) calendar days after the date the person is notified by a member of the Code of Ethics Administration Department.
      B.  Schedule C — Initial & Annual Disclosure of Brokerage Accounts, Securities Holdings and Discretionary Authority ( Access Persons and Portfolio Persons)
     In addition, all Access Persons and Portfolio Persons must also file Schedule C (Initial & Annual Disclosure of Brokerage Accounts, Securities Holdings and Discretionary Authority) with the Code of Ethics Administration Department no later than ten (10) calendar days after becoming an Access or Portfolio Person. The submitted information must be current as of a date not more than forty-five (45) days prior to becoming an Access or Portfolio Person.

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4.3 Quarterly Transaction Reports
      A.  Access Persons and Portfolio Persons
     You must report all securities transactions except for those (1) in any account over which you had no direct or indirect influence or control; (2) effected pursuant to an Automatic Investment Plan (however, any transaction that overrides the preset schedule or allocations of the automatic investment plan must be included in a quarterly transaction report); (3) that would duplicate information contained in broker confirmations or statements provided no later than thirty (30) days after the end of each calendar quarter. You must provide the Code of Ethics Administration Department no later than thirty (30) calendar days after the end of each calendar quarter, with either; (i) copies of all broker’s confirmations and statements (which may be sent under separate cover by the broker) showing all your securities transactions and holdings in such securities, or (ii) a completed Schedule B (Transactions Report). Please use Schedule B only when your securities transactions do not generate a statement or do not take place in a brokerage account. Brokerage statements and confirmations submitted must include all transactions in securities in which you have, or by reason of the transaction acquire any direct or indirect beneficial ownership, including transactions in a discretionary account and transactions for any account in which you have any economic interest and have or share investment control. Please remember that you must report all securities acquired by gift, inheritance, vesting, 5 stock splits, merger or reorganization of the issuer of the security.
     Failure to timely report transactions is a violation of Rule 17j-1, Rule 204A-1, as well as the Code, and will be reported to the Director of Global Compliance and/or the Fund’s Board of Directors and may also result in disciplinary action, up to and including, termination.
4.4 Annual Reports
      A.  Securities Accounts and Securities Holdings Reports (Access Persons and Portfolio Persons)
     You must file a report of all personal securities accounts and securities holdings on Schedule C (Initial, Annual Disclosure of Brokerage Accounts, Securities Holdings and Discretionary Authority), with the Code of Ethics Administration Department, annually by February 1st. You must report the name and
 
5   You are not required to separately report the vesting of shares or options of Franklin Resources, Inc., received pursuant to a deferred compensation plan as such information is already maintained.

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description of each securities account in which you have a direct or indirect beneficial interest, including securities accounts of your immediate family residing in the same household. You must provide information on any account that is covered under Section 3.2 of the Code.
     This report should include all of your securities holdings, including any security acquired by a transaction, gift, inheritance, vesting, merger or reorganization of the issuer of the security, in which you have any direct or indirect beneficial ownership, including securities holdings in a discretionary account. Your securities holding information must be current as of a date no more than forty-five (45) days before the report is submitted. You may attach copies of year-end brokerage statements to Schedule C in lieu of listing each of your security positions on the Schedule.
      B.  Acknowledgement Form (Supervised Persons, Access Persons and Portfolio Persons)
     Supervised Persons, Access Persons and Portfolio Persons will be asked to certify by February 1 st annually that they have complied with and will comply with the Code and Insider Trading Policy by filing the Acknowledgment Form with the Code of Ethics Administration Department.
4.5 Brokerage Accounts and Confirmations of Securities Transactions (Access Persons and Portfolio Persons)
     Before or at a time contemporaneous with opening a brokerage account with a registered broker-dealer, or a bank, or placing an initial order for the purchase or sale of securities with that broker-dealer or bank, you must:
  (1)   notify the Code of Ethics Administration Department, in writing, by completing Schedule D (Notification of Securities Account) or by providing substantially similar information; and
 
  (2)   notify the institution with which you open the account, in writing, of your association with Franklin Templeton Investments.
     The Code of Ethics Administration Department will request, in writing, that the institution send duplicate copies of confirmations and statements for all transactions effected in the account simultaneously with their mailing of such confirmation and statement to you.
     If you have an existing account on the effective date of this Code or upon becoming an Access or Portfolio Person, you must comply within ten (10) days with conditions (1) and (2) above.

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PART 5 — Pre-clearance Requirements Applicable to Access Persons (excluding Independent Directors of the Funds) and Portfolio Persons
References to Access Persons in this Part 5 do not apply to the Independent Directors of the Funds. Pre-clearance requirements applicable to Independent Directors of the Funds are separately described in Part 6.
           Prior Approval (Pre-Clearance) of Securities Transactions
      A.  Length of Approval
     You shall not buy or sell any security without first contacting a member of the Code of Ethics Administration Department either electronically or by phone and obtaining his or her approval, unless your proposed transaction is covered by paragraph B below. Approval for a proposed transaction will remain valid until the close of the business day following the day pre-clearance is granted but may be extended in special circumstances, shortened or rescinded, as explained in the section entitled Pre-clearance Standards in Appendix A.
      B.  Securities Not Requiring Pre-clearance
     You do not need to request pre-clearance for the types of securities or transactions listed below. However, all other provisions of the Code apply, including, but not limited to: (i) the prohibited transaction provisions contained in Part 3.4 such as front-running; (ii) the additional compliance requirements applicable to Portfolio Persons contained in Part 4, (iii) the applicable reporting requirements contained in Part 4; and (iv) insider trading prohibitions described in the Insider Trading Policy.
     If you have any questions, contact the Code of Ethics Administration Department before engaging in the transaction. If you have any doubt whether you have or might acquire direct or indirect beneficial ownership or have or share investment control over an account or entity in a particular transaction, or whether a transaction involves a security covered by the Code, you should consult with the Code of Ethics Administration Department before engaging in the transaction.
You need not pre-clear the following types of transactions or securities:

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  (1)   Franklin Resources, Inc., and Closed-End Funds of Franklin Templeton Investments. Purchases and sales of securities of Franklin Resources, Inc. and closed-end funds of Franklin Templeton Investments as these securities cannot be purchased on behalf of our advisory clients. 6
 
  (2)   Shares of open-end investment companies (including Reportable Funds)
 
  (3)   Small Quantities (Not applicable to option transactions) .
    Transactions of 500 shares or less of any security regardless of where it is traded in any 30-day period; or
 
    Transactions of 1000 shares or less of the top 50 securities by volume during the previous calendar quarter on the NYSE or NASDAQ NMS(does not include Small Cap or OTC) in any 30-day period. You can find this list at http://intranet/leglcomp/codeofethics/top50.xls.
 
    Transactions in municipal bonds with a face value of $100,000 or less in any 30-day period.
 
    Option Transactions: The small quantities rule is not applicable to option transactions. All options transactions must be precleared except for employer stock options as noted in Employer Stock Option Programs below.
Please note that you may not execute any transaction, regardless of quantity, if you learn that the Funds or clients are active in the security. It will be presumed that you have knowledge of Fund or client activity in the security if, among other things, you are denied approval to go forward with a transaction request .
  (4)   Dividend Reinvestment Plans: Transactions made pursuant to dividend reinvestment plans (“DRIPs”) do not require pre-clearance regardless of quantity or Fund activity.
 
  (5)   Government Obligations . Transactions in securities issued or guaranteed by the governments of the United States, Canada, the United Kingdom, France, Germany, Switzerland, Italy and Japan, or their agencies or instrumentalities, or derivatives thereof.
 
  (6)   Payroll Deduction Plans . Securities purchased by an Access Person’s spouse pursuant to a payroll deduction program, provided the Access Person has previously notified the Code of Ethics Administration Department in writing that their spouse will be participating in the payroll deduction program.
 
  (7)   Employer Stock Option Programs . Transactions involving the exercise and/or purchase by an Access Person or an Access Person’s spouse of securities pursuant to a program sponsored by a company employing the Access Person or Access Person’s spouse.
 
  (8)   Pro Rata Distributions . Purchases effected by the exercise of rights issued pro rata to all holders of a class of securities or the sale of rights so received.
 
6   Officers, directors and certain other designated employees of FRI and its affiliated closed-end funds may be subject to additional ownership reporting and pre-clearance requirements with respect to BEN shares and shares of affiliated closed-end shares as well as certain Rule 144 affiliated policies and procedures.. Contact the Code of Ethics Administration Department for additional information. See also the attached Insider Trading Policy.

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  (9)   Tender Offers . Transactions in securities pursuant to a bona fide tender offer made for any and all such securities to all similarly situated shareholders in conjunction with mergers, acquisitions, reorganizations and/or similar corporate actions. However, tenders pursuant to offers for less than all outstanding securities of a class of securities of an issuer must be pre-cleared.
 
  (10)   Securities Prohibited for Purchase by the Funds and other Clients . Transactions in any securities that are prohibited investments for all Funds and clients advised by the entity employing the Access Person.
 
  (11)   No Investment Control . Transactions effected for an account or entity over which you do not have or share investment control (i.e., an account where someone else exercises complete investment control).
 
  (12)   No Beneficial Ownership . Transactions in which you do not acquire or dispose of direct or indirect beneficial ownership (i.e., an account where in you have no financial interest).
 
  (13)   ETFs and Holdrs . Transactions in Exchange-Traded Funds and Holding Company Depository Receipts.
      C.  Discretionary Accounts
     You need not pre-clear transactions in any discretionary account for which a registered broker-dealer, a registered investment adviser, or other investment manager acting in a similar fiduciary capacity, exercises sole investment discretion, if the following conditions are met: 7
  (1)   The terms of each account relationship (“Agreement”) must be in writing and filed with the Code of Ethics Administration Department prior to any transactions.
 
  (2)   Any amendment to each Agreement must be filed with the Code of Ethics Administration Department prior to its effective date.
 
  (3)   The Access Person certifies to the Code of Ethics Administration Department at the time such account relationship commences, and annually thereafter, as contained in Schedule C of the Code that such Access Person does not have direct or indirect influence or control over the account, other than the right to terminate the account.
 
7   Please note that these conditions apply to any discretionary account in existence prior to the effective date of this Code or prior to your becoming an Access Person. Also, the conditions apply to transactions in any discretionary account, including pre-existing accounts, in which you have any direct or indirect beneficial ownership, even if it is not in your name.

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  (4)   Additionally, any discretionary account that you open or maintain with a registered broker-dealer, a registered investment adviser, or other investment manager acting in a similar fiduciary capacity must provide duplicate copies of confirmations and statements for all transactions effected in the account simultaneously with their delivery to you. If your discretionary account acquires securities that are not reported to the Code of Ethics Administration Department by a duplicate confirmation, such transaction must be reported to the Code of Ethics Administration Department on Schedule B (Quarterly Transactions Report) no later than thirty (30) days after the end of the calendar quarter after you are notified of the acquisition. 8
     However, if prior to making any request you advised the discretionary account manager to enter into or refrain from a specific transaction or class of transactions, you must first consult with the Code of Ethics Administration Department and obtain approval prior to making such request.
 
8   Any pre-existing agreement must be promptly amended to comply with this condition. The required reports may be made in the form of an account statement if they are filed by the applicable deadline.

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PART 6 — Requirements for Independent Directors of the Funds
6.1 Pre-clearance Requirements
Independent Directors of the Funds shall pre-clear or report on any securities transactions if they knew or should have known that during the 15-day period before or after the transaction the security was purchased or sold or considered for purchase or sale by the Fund. Such pre-clearance and reporting requirements shall not apply to securities transactions conducted in an account where an Independent Director has granted full investment discretion to a brokerage firm, bank or investment advisor or conducted in a trust account in which the trustee has full investment discretion.
6.2 Reporting Requirements
      A. Initial Reports
      1. Acknowledgement Form
     Independent Directors of the Funds must complete and return an executed Acknowledgement Form to the Code of Ethics Administration Department no later than ten (10) calendar days after the date the person becomes an Independent Director of the Fund.
      2. Disclosure of Securities Holdings, Brokerage Accounts and Discretionary Authority
     Independent Directors of the Funds are not required to disclose any securities holdings, brokerage accounts, including brokerage accounts where he/she has granted discretionary authority to a brokerage firm, bank or investment adviser.
      B. Quarterly Transaction Reports
     Independent Directors of the Funds are not required to file any quarterly transaction reports unless he/she knew or should have known that, during the 15-day period before or after a transaction, the security was purchased or sold, or considered for purchase or sale, by a Fund or by Franklin Templeton Investments on behalf of a Fund.

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      C. Annual Reports
     Independent Directors of the Funds will be asked to certify by February 1st annually that they have complied with and will comply with the Code and Insider Trading Policy by filing the Acknowledgment Form with the Code of Ethics Administration Department.

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PART 7 — Penalties for Violations of the Code
     The Code is designed to assure compliance with applicable laws and to maintain shareholder confidence in Franklin Templeton Investments.
     In adopting this Code, it is the intention of the Boards of Directors/Trustees of the subsidiaries listed in Appendix C of this Code, together with Franklin Resources, Inc., and the Funds, to attempt to achieve 100% compliance with all requirements of the Code but recognize that this may not be possible. Certain incidental failures to comply with the Code are not necessarily a violation of the law or the Code. Such violations of the Code not resulting in a violation of law or the Code will be referred to the Director of Global Compliance and/or the Chief Compliance Officer and/or the relevant management personnel, and disciplinary action commensurate with the violation, if warranted, will be imposed. Additionally, if you violate any of the enumerated prohibited transactions contained in Parts 3 and 4 of the Code, you will be expected to give up any profits realized from these transactions to Franklin Resources, Inc. for the benefit of the affected Funds or other clients. If Franklin Resources, Inc. cannot determine which Funds or clients were affected the proceeds will be donated to a charity chosen either by you or by Franklin Resources, Inc. Please refer to the following page for guidance on the types of sanctions that would likely be imposed for violations of the Code.
     Failure to disgorge profits when requested or even a pattern of violations that individually do not violate the law or the Code, but which taken together demonstrate a lack of respect for the Code, may result in more significant disciplinary action, up to and including termination of employment. A violation of the Code resulting in a violation of the law will be severely sanctioned, with disciplinary action potentially including, but not limited to, referral of the matter to the board of directors of the affected Fund, senior management of the appropriate investment adviser, principal underwriter or other Franklin subsidiary and/or the board of directors of Franklin Resources, Inc., termination of employment and referral of the matter to the appropriate regulatory agency for civil and/or criminal investigation.

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Code of Ethics Sanction Guidelines
      Please be aware that these guidelines represent only a representative sampling of the possible sanctions that may be taken against you in the event of a violation of the Code.
         
    Violation   Sanction Imposed
  Failure to pre-clear but otherwise would have been approved (i.e., no conflict with the fund’s transactions).   Reminder Memo
 
       
·
  Failure to pre-clear but otherwise would have been approved (i.e., no conflict with the fund’s transactions) twice within twelve (12) calendar months   30 Day Personal Securities Trading Suspension
 
       
  Failure to pre-clear and the transaction would have been disapproved    
 
       
  Failure to pre-clear but otherwise would have been approved (i.e., no conflict with the fund’s transactions) three times or more within twelve (12) calendar months   Greater Than 30 Day Personal Securities Trading Suspension (e.g., 60 or 90 Days)
 
       
  Failure to pre-clear and the transaction would have been disapproved twice or more within twelve (12) calendar months    
 
       
  Profiting from short-swing trades (profiting on purchase & sale or sale & purchase within sixty (60) days)   Profits are donated to The United Way (or charity of employee’s choice)
 
       
  Repeated violations of the Code of Ethics even if each individual violation might be considered de minimis   Fines levied after discussion with the General Counsel and appropriate CIO.
 
       
  Failure to return initial or annual disclosure forms   Sanction may include but not limited to a reminder memo, suspension of personal trading, monetary sanctions, reporting to the Board of Directors, placed on unpaid administrative leave or termination of employment
  Failure to timely report transactions    
 
       
  Insider Trading Violation and/or violation of the Code of Ethics and Business Conduct contained in Appendix D   Subject to review by the appropriate supervisor in consultation with the Franklin Resources Inc., General Counsel for consideration of appropriate disciplinary action up to and including termination of employment and reporting to the appropriate regulatory agency.

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PART 8 — A Reminder about the Franklin Templeton Investments Insider Trading Policy
     The Insider Trading Policy (see the attached Policy Statement on Insider Trading) deals with the problem of insider trading in securities that could result in harm to a Fund, a client, or members of the public. It applies to all Code of Ethics Persons. The guidelines and requirements described in the Insider Trading Policy go hand-in-hand with the Code. If you have any questions or concerns about compliance with the Code and the Insider Trading Policy you are encouraged to speak with the Code of Ethics Administration Department.

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PART 9 — Foreign Country Supplements (Canada)
The Investment Funds Institute of Canada (“IFIC”) has implemented a Model Code of Ethics for Personal Investing (the “IFIC Code”) to be adopted by all IFIC members. Certain provisions in the IFIC Code differ from the provisions of Franklin Templeton Investments Code of Ethics (the “FTI Code”). This Supplementary Statement of Requirements for Canadian Employees (the “Canadian Supplement”) describes certain further specific requirements that govern the activities of Franklin Templeton Investments Corp. (“FTIC”). It is important to note that the Canadian Supplement does not replace the FTI Code but adds certain restrictions on trading activities, which must be read in conjunction with the Code.
All capitalized terms in this Canadian Supplement, unless defined in this Canadian Supplement, have the meaning set forth in the FTI Code.
Initial Public and Secondary Offerings
Access Persons cannot buy securities in any initial public offering, or a secondary offering by an issuer. Public offerings of securities made by Franklin Templeton Investments, including open-end and closed-end mutual funds, real estate investment trusts and securities of Franklin Resources, Inc, are excluded from this prohibition.
Interests in Partnerships and Securities issued in Private Placements
Access Persons and Portfolio Persons cannot acquire limited partnership interests or other securities in private placements unless they obtain approval of the appropriate Chief Investment Officer and Director of Global Compliance after he or she consults with an executive officer of Franklin Resources, Inc. Purchases of limited partnership interests or other securities in private placements will not be approved, unless in addition to the requirements for the approval of other trades and such other requirements as the executive officer of Franklin Resources, Inc. may require, the Director of Global Compliance is satisfied that the issuer is a “private company” as defined in the Securities Act (Ontario) and the Access Person has no reason to believe that the issuer will make a public offering of its securities in the foreseeable future.
Additional Requirements to Obtain Approval for Personal Trades
Prior to an Access Person obtaining approval for a personal trade he or she must advise the Code of Ethics Administration Department that he or she:
  Does not possess material non-public information relating to the security;
  Is not aware of any proposed trade or investment program relating to that security by any of the Franklin Templeton Group of Funds;
  Believes that the proposed trade has not been offered because of the Access Person’s position in Franklin Templeton Investments and is available to any market participant on the same terms;
  Believes that the proposed trade does not contravene any of the prohibited activities set out in Section 3.4 of the FTI Code, and in the case of Portfolio Persons does not violate any of the additional requirements set out in Part 3.4D of the FTI Code; and
  Will provide any other information requested by the Code of Ethics Administration Department concerning the proposed personal trade.
An Access Person may contact the Code of Ethics Administration Department by fax, phone or e-mail to obtain his or her approval.
Note: the method of obtaining approval is presently set out in Part 5 of the FTI Code and provides that an Access Person may contact the Code of Ethics Administration Department by e-mail or phone. The additional requirement described above makes it clear that an Access Person may continue to contact the Code of Ethics Administration Department in the same manner as before. The Access Person will have deemed to have confirmed compliance with the above requirements prior to obtaining approval from the Code of Ethics Administration Department.

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Appointment of Independent Review Person
FTIC shall appoint an independent review person who will be responsible for approval of all personal trading rules and other provisions of the FTI Code with respect to FTIC and for monitoring the administration of the FTI Code from time to time with respect to FTIC employees. The Code of Ethics Administration Department Manager will provide a written report to the Independent Review Person, at least annually, summarizing:
  Compliance with the FTI Code for the period under review
  Violations of the FTI Code for the period under review
  Sanctions imposed by Franklin Templeton Investments for the period under review
  Changes in procedures recommended by the FTI Code
  Any other information requested by the Independent Review Person

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APPENDIX A: COMPLIANCE PROCEDURES AND DEFINITIONS
This appendix sets forth the responsibilities and obligations of the Compliance Officers of each entity that has adopted the Code, the Code of Ethics Administration Department, and the Legal Department, under the Code and Insider Trading Policy.

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I. Responsibilities of Each Designated Compliance Officer
      A. Pre-clearance Standards
           1. General Principles
     The Director of Global Compliance, the Chief Compliance Officer and/or the Code of Ethics Administration Department, shall permit an Access Person to go forward with a proposed security 9 transaction only if he or she determines that, considering all of the facts and circumstances known to them, the transaction does not violate Federal Securities Laws, or this Code and there is no likelihood of harm to a Fund or client.
           2. Associated Clients
     Unless there are special circumstances that make it appropriate to disapprove a personal securities transaction request, the Code of Ethics Administration Department shall consider only those securities transactions of the “Associated Clients” of the Access Person, including open and executed orders and recommendations, in determining whether to approve such a request. “Associated Clients” are those Funds or clients whose securities holdings and/or trading information would be available to the Access Person during the course of his or her regular functions or duties. As of November 2004, there are five groups of Associated Clients: (i) the Franklin Mutual Series Funds and clients advised by Franklin Mutual Advisers, LLC (“Mutual Clients”); (ii) the Franklin Group of Funds and the clients advised by the various Franklin investment advisers (“Franklin Clients”); (iii) the Templeton Group of Funds and the clients advised by the various Templeton investment advisers (“Templeton Clients”); (iv) the Bissett Group of Funds and the clients advised by Franklin Templeton Investments Corp.; and (v) the Fiduciary Group of funds and the clients advised by the various Fiduciary investment advisers. Other Associated Clients will be added to this list as they are established. Thus, for example, persons who have access to the trading information of Mutual Clients generally will be pre-cleared solely against the securities transactions of the Mutual Clients, including open and executed orders and recommendations. Similarly, persons who have access to the trading information of Franklin Clients, Templeton Clients, Bissett clients, or Fiduciary clients, generally will be pre-cleared solely against the securities transactions of Franklin Clients, Templeton Clients, Bissett clients or Fiduciary clients respectively.
 
9   Security includes any option to purchase or sell, and any security that is exchangeable for or convertible into, any security that is held or to be acquired by a fund.

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     Certain officers of Franklin Templeton Investments, as well as certain employees in the Legal, Global Compliance, Fund Accounting, Investment Operations and other personnel who generally have access to trading information of the Funds and clients of Franklin Templeton Investments during the course of their regular functions and duties, will have their personal securities transactions pre-cleared against executed transactions, open orders and recommendations of all Associated Clients.
           3. Specific Standards
     (a) Securities Transactions by Funds or clients
     No clearance shall be given for any transaction in any security on any day during which an Associated Client of the Access Person has executed a buy or sell order in that security, until seven (7) calendar days after the order has been executed. Notwithstanding a transaction in the previous seven days, clearance may be granted to sell if all Associated Clients have disposed of the security.
     (b) Securities under Consideration
      Open Orders
     No clearance shall be given for any transaction in any security on any day which an Associated Client of the Access Person has a pending buy or sell order for such security, until seven (7) calendar days after the order has been executed or if the order is immediately withdrawn.
      Recommendations
     No clearance shall be given for any transaction in any security on any day on which a recommendation for such security was made by a Portfolio Person, until seven (7) calendar days after the recommendation was made and no orders have subsequently been executed or are pending.
     (c) Limited Offering (Private Placement)
     In considering requests by Access Persons for approval of limited partnerships and other limited offering, the Director of Global Compliance or Chief Compliance Officer shall take into account, among other factors, whether the investment opportunity should be reserved for a Fund or other client, and whether the investment opportunity is being offered to the Access Person by virtue of his or her position with Franklin Templeton Investments. If the Access

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Person receives clearance for the transaction, an investment in the same issuer may only be made for a Fund or client if an executive officer of Franklin Resources, Inc., who has been informed of the Portfolio Person’s pre-existing investment and who has no interest in the issuer, approves the transaction. Please see Schedule F.
     (d) Duration of Clearance
     If the Code of Ethics Administration Department approves a proposed securities transaction, the order for the transaction must be placed and effected by the close of the next business day following the day approval was granted. The Director of Global Compliance and/or the Chief Compliance Officer may, in his or her discretion, extend the clearance period up to seven (7) calendar days, beginning on the date of the approval, for a securities transaction of any Access Person who demonstrates that special circumstances make the extended clearance period necessary and appropriate. 10 The Director of Global Compliance or the Chief Compliance Officer may, in his or her discretion, after consultation with an executive officer of Franklin Resources, Inc., renew the approval for a particular transaction for up to an additional seven (7) calendar days upon a showing of special circumstances by the Access Person. The Director of Global Compliance or the Chief Compliance Officer may shorten or rescind any approval or renewal of approval under this paragraph if he or she determines it is appropriate to do so.
 
10   Special circumstances include but are not limited to, for example, holidays, differences in time zones, delays due to travel, and the unusual size of proposed trades or limit orders. Limit orders must expire within the applicable clearance period.

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      B. Waivers by the Director of Global Compliance and/or the Chief Compliance Officer
     The Director of Global Compliance and/or the Chief Compliance Officer may, in his or her discretion, after consultation with an executive officer of Franklin Resources, Inc., waive compliance by any Access Person with the provisions of the Code, if he or she finds that such a waiver:
  (1)   is necessary to alleviate undue hardship or in view of unforeseen circumstances or is otherwise appropriate under all the relevant facts and circumstances;
 
  (2)   will not be inconsistent with the purposes and objectives of the Code;
 
  (3)   will not adversely affect the interests of advisory clients of Franklin Templeton Investments, the interests of Franklin Templeton Investments or its affiliates; and
 
  (4)   will not result in a transaction or conduct that would violate provisions of applicable laws or regulations.
     Any waiver shall be in writing, shall contain a statement of the basis for it, and the Director of Global Compliance or the Chief Compliance Officer, shall promptly send a copy to the General Counsel of Franklin Resources, Inc.
      C. Continuing Responsibilities of the Code of Ethics Administration Department
Pre-clearance Recordkeeping
     The Code of Ethics Administration Department shall keep a record of all requests for pre-clearance regarding the purchase or sale of a security, including the date of the request, the name of the Access Person, the details of the proposed transaction, and whether the request was approved or denied. The Code of Ethics Administration Department shall keep a record of any waivers given, including the reasons for each exception and a description of any potentially conflicting Fund or client transactions.

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Initial, Annual Holdings Reports and Quarterly Transaction Reports
     The Code of Ethics Administration Department shall also collect the signed Acknowledgment Forms from Supervised and Access Persons as well as reports, on Schedules B, C, D, E, F, G of the Code, as applicable. In addition, the Code of Ethics Administration Department shall keep records of all confirmations, and other information with respect to an account opened and maintained with the broker-dealer by any Access Person of the Franklin Templeton Group. The Code of Ethics Administration Department shall preserve those acknowledgments and reports, the records of consultations and waivers, and the confirmations, and other information for the period required by the applicable regulation.
     The Code of Ethics Administration Department shall review brokerage transaction confirmations, account statements, Schedules B, C, D, E, F and G for compliance with the Code. The reviews shall include, but are not limited to;
  (1)   Comparison of brokerage confirmations, Schedule Bs, and/or brokerage statements to pre-clearance requests or, if a private placement, the Private Placement Checklist;
 
  (2)   Comparison of brokerage statements and/or Schedule Cs to current securities holding information, securities account information and discretionary authority information;
 
  (3)   Conducting periodic “back-testing” of Access Person transactions, Schedule Cs and/or Schedule Es in comparison to fund and client transactions;
     The Code of Ethics Administration Department shall evidence review by initialing and dating the appropriate document or log. Violations of the Code detected by the Code of Ethics Administration Department during his or her reviews shall be promptly brought to the attention of the Director of Global Compliance and/or the Chief Compliance Officer with periodic reports to each appropriate Chief Compliance Officer.
      D. Periodic Responsibilities of the Code of Ethics Administration Department
     The Code of Ethics Administration Department or designated group shall consult with FRI’s General Counsel and seek the assistance of the Human Resources Department, as the case may be, to assure that:
1.   Adequate reviews and audits are conducted to monitor compliance with the reporting, pre-clearance, prohibited transaction and other requirements of the Code.
2.   All Code of Ethics Persons are adequately informed and receive appropriate education and training as to their duties and obligations under the Code.

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3.   All new Supervised and Access Persons of Franklin Templeton Investments are required to complete the Code of Ethics Computer Based Training program. Onsite training will be conducted on an “as needed” basis.
4.   There are adequate educational, informational and monitoring efforts to ensure that reasonable steps are taken to prevent and detect unlawful insider trading by Supervised and Access Persons and to control access to inside information.
5.   Written compliance reports are submitted to the Board of Directors of each relevant Fund at least quarterly. Additionally, written compliance reports are submitted to the Board of Directors of Franklin Resources, Inc., and the Board of each relevant Fund at least annually. Such reports will describe any issues arising under the Code or procedures since the last report, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations.
6.   The Global Compliance Department will certify at least annually to the Fund’s board of directors that Franklin Templeton Investments has adopted procedures reasonably necessary to prevent Supervised and Access Persons from violating the Code, and
7.   Appropriate records are kept for the periods required by law. Types of records include pre-clearance requests and approvals, brokerage confirmations, brokerage statements, initial and annual Code of Ethics certifications.
      E. Approval by Fund’s Board of Directors
      (1) Basis for Approval
     The Board of Directors/Trustees must base its approval of the Code on a determination that the Code contains provisions reasonably necessary to prevent Code of Ethics Persons from engaging in any conduct prohibited by Rule 17j-1 or Rule 204A-1. The Code of Ethics Administration Department maintains a detailed list of violations and will amend the Code of Ethics and procedures in an attempt to reduce such violations.
      (2) New Funds
     At the time a new fund is organized, the Code Of Ethics Administration Department will provide the Fund’s board of directors, a certification that the investment adviser and principal underwriter has adopted procedures reasonably necessary to prevent Code of Ethics Persons from violating the Code. Such certification will state that the Code contains provisions reasonably necessary to prevent Code of Ethics Persons from violating the Code.

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      (3) Material Changes to the Code of Ethics
     The Global Compliance Department will provide the Fund’s board of directors a written description of all material changes to the Code no later than six months after adoption of the material change by Franklin Templeton Investments.

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II. Definitions of Important Terms
     For purposes of the Code of Ethics and Insider Trading Policy, the terms below have the following meanings:
1934 Act — The Securities Exchange Act of 1934, as amended.
1940 Act — The Investment Company Act of 1940, as amended.
Access Person — (1) Each director, trustee, general partner or officer of a Fund or investment adviser in Franklin Templeton Investments; (2) any Advisory Representative; and (3) any director, trustee, general partner or officer of a principal underwriter of the Funds, who has access to information concerning recommendations made to a Fund or client with regard to the purchase or sale of a security.
Advisers Act — The Investment Advisers Act of 1940, as amended.
Advisory Representative — Any director, trustee, general partner, officer or employee of a Fund or investment adviser in Franklin Templeton Investments (or of any company in a control relationship to such Fund or investment adviser) who in connection with his or her regular functions or duties makes any recommendation, who participates in the determination of which recommendation shall be made, whose functions or duties relate to the determination of which recommendation shall be made; or who, obtains any information concerning which securities are being recommended prior to the effective dissemination of such recommendations or of the information concerning such recommendations.
Affiliated Person — it has the same meaning as Section 2(a)(3) of the Investment Company Act of 1940. An “affiliated person” of an investment company includes directors, officers, employees, and the investment adviser. In addition, it includes any person owning 5% of the company’s voting securities, any person in which the investment company owns 5% or more of the voting securities, and any person directly or indirectly controlling, controlled by, or under common control with the company.
Appropriate Analyst — With respect to any Access Person, any securities analyst or portfolio manager making investment recommendations or investing funds on behalf of an Associated Client and who may be reasonably expected to recommend or consider the purchase or sale of a security.
Associated Client — A Fund or client whose trading information would be available to the Access Person during the course of his or her regular functions or duties.
Automatic Investment Plan — A program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocations. An automatic investment plan includes a dividend reinvestment plan.
Beneficial Ownership — Has the same meaning as in Rule 16a-1(a)(2) under the 1934 Act. Generally, a person has a beneficial ownership in a security if he or she, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the security. There is a presumption of a pecuniary interest in a security held or acquired by a member of a person’s immediate family sharing the same household.
Exchange Traded Funds and Holding Company Depository Receipts — An Exchange-Traded Fund or “ETF” is a basket of securities that is designed to generally track an index—broad stock or bond market, stock industry sector, or international stock. Holding Company Depository Receipts “Holdrs” are securities that represent an investor’s ownership in the common stock or American Depository Receipts of specified companies in a particular industry, sector or group.

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Funds — U.S. registered investment companies in the Franklin Templeton Group of Funds.
Held or to be Acquired — A security is “held or to be acquired” if within the most recent 15 days it (i) is or has been held by a Fund, or (ii) is being or has been considered by a Fund or its investment adviser for purchase by the Fund.
Initial Public Offering — An offering of securities registered under the Securities Act of 1933, the issuer of which immediately before the registration was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.
Limited Offering — An offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) of section 4(6).
Portfolio Person — Any employee of Franklin Templeton Investments, who, in connection with his or her regular functions or duties, makes or participates in the decision to purchase or sell a security by a Fund in Franklin Templeton Investments, or any other client or if his or her functions relate to the making of any recommendations about those purchases or sales. Portfolio Persons include portfolio managers, research analysts, traders, persons serving in equivalent capacities (such as Management Trainees), persons supervising the activities of Portfolio Persons, and anyone else designated by the Director of Global Compliance.
Proprietary Information — Information that is obtained or developed during the ordinary course of employment with Franklin Templeton Investments, whether by you or someone else, and is not available to persons outside of Franklin Templeton Investments. Examples of such Proprietary Information include, among other things, internal research reports, research materials supplied to Franklin Templeton Investments by vendors and broker-dealers not generally available to the public, minutes of departmental/research meetings and conference calls, and communications with company officers (including confidentiality agreements). Examples of non-Proprietary Information include mass media publications (e.g., The Wall Street Journal, Forbes, and Fortune), certain specialized publications available to the public (e.g., Morningstar, Value Line, Standard and Poors), and research reports available to the general public.
Reportable Fund — Any fund for which an Franklin Templeton Investments’ U.S. registered investment adviser (“FTI Adviser”) serves as an investment adviser or a sub-adviser or any fund whose investment adviser or principal underwriter controls a FTI Adviser, is controlled by a FTI adviser or is under common control with a FTI Adviser.
Security — Any stock, note, bond, evidence of indebtedness, participation or interest in any profit-sharing plan or limited or general partnership, investment contract, certificate of deposit for a security, fractional undivided interest in oil or gas or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit), guarantee of, or warrant or right to subscribe for or purchase any of the foregoing, and in general any interest or instrument commonly known as a security. For purposes of the Code, security does not include:
  1.   direct obligations of the U.S. government (i.e. securities issued or guaranteed by the U.S. government such as Treasury bills, notes and bonds including U.S. savings bonds and derivatives thereof);
 
  2.   money market instruments — banker’s acceptances, bank certificates of deposits, commercial paper, repurchase agreement and other high quality short-term debt instruments;
 
  3.   shares of money market funds;
 
  4.   commodity futures (excluding futures on individual securities), currencies, currency forwards and derivatives thereof.[][]
 
  5.   shares issued by open-end funds other than Reportable Funds; and

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  6.   Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds.
Supervised Persons — Supervised persons are a U.S. registered investment advisers’ partners, officers, directors (or other persons occupying a similar status or performing similar functions), and employees, as well as any other persons who provide advice on behalf of the adviser and are subject to the supervision and control of the adviser.

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APPENDIX B: Acknowledgement Form and Schedules

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Initial and Annual
Acknowledgment Form
Code of Ethics and Policy Statement on Insider Trading
Instructions: Print form, complete, sign and date. Submit completed form to Code of Ethics Administration Department via:
     
Inter-office: Code of Ethics Administration, SM-920/2
  Fax: (650) 312-5646
     
U.S. Mail: Franklin Templeton Investments
  E-mail: Preclear-Code of Ethics (internal)
Attn: Code of Ethics Administration Dept.
  Lpreclear@frk.com (external)
P.O. Box 25050
   
San Mateo, CA 94402-5050
   
To: Code of Ethics Administration Department
I hereby acknowledge receipt of a copy of the Franklin Templeton Investment’s Code Of Ethics (“Code”) and Policy Statement On Insider Trading, as amended, which I have read and understand. I will comply fully with all provisions of the Code and the Insider Trading Policy to the extent they apply to me during the period of my employment. If this is an annual certification, I certify that I have complied with all provisions of the Code and the Insider Trading Policy to the extent they applied to me over the past year. Additionally, I authorize any broker-dealer, bank, or investment adviser with whom I have securities accounts and accounts in which I have direct or indirect beneficial ownership, to provide brokerage confirmations and statements as required for compliance with the Code. I further understand and acknowledge that any violation of the Code or Insider Trading Policy, including engaging in a prohibited transaction or failure to file reports as required (see Schedules B, C, D, E, F and G), may subject me to disciplinary action up to and including termination of employment.
                 
Name (print)             Signature     Date Submitted  
 
               
                 
Title   Department Name     Location  
 
               
         
        Year End
Initial Disclosure   Annual Disclosure   (for compliance use only)
o
  o    

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SCHEDULE A: Legal and Compliance Officers Code of Ethics Administration Dept. Contact Info 11
Legal Officer
Craig Tyle
Executive Vice President & General Counsel
Franklin Templeton Investments
One Franklin Parkway
San Mateo, CA 94403-1906
Tel: (650) 312-4161
Fax: (650) 312-2221
Email: ctyle@frk.com
Compliance Officers
Director, Global Compliance
James M. Davis
Franklin Templeton Investments
One Franklin Parkway
San Mateo, CA 94403-1906
Tel: (650) 312-2832
Fax: (650) 312-5676
Email: jdavis@frk.com
Chief Compliance Officer
Monica Poon
Franklin Templeton Investments
One Franklin Parkway
San Mateo, CA 94403-1906
Tel: (650) 312-4631
Fax: (650) 312-5676
Email: mpoon2@frk.com
Code of Ethics Administration Department
Maria Abbott, Manager
Darlene James
Simon Li
Tadao Hayashi
Global Compliance Department
Franklin Templeton Investments
One Franklin Parkway
San Mateo, CA 94403-1906
Tel: (650) 312-3693
Fax: (650) 312-5646
Email: Preclear-Code of Ethics (internal)
Lpreclear@frk.com (external)
 
11   As of April, 2006

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SCHEDULE B: Quarterly Transactions Report
Instructions: Print form, complete, sign and date. Submit completed form to the Code of Ethics Administration Department via:
             
Inter-office:
  Code of Ethics Administration, SM-920/2   Fax:   (650) 312-5646
U.S. Mail:
  Franklin Templeton Investments   E-mail:   Preclear-Code of Ethics (internal)
 
  Attn: Code of Ethics Administration Dept.       Lpreclear@frk.com (external)
 
  P.O. Box 25050        
 
  San Mateo, CA 94402-5050        
This report of personal securities transactions not reported by duplicate confirmations and brokerage statements pursuant to Section 4.3 of the Code is required pursuant to Rule 204A-1of the Investment Advisers Act of 1940 and Rule 17j-1(d) of the Investment Company Act of 1940. The report must be completed and submitted to the Code of Ethics Administration Department no later than thirty (30) calendar days after the end of the calendar quarter in which you completed such as transaction. Refer to Section 4.3 of the Code for further instructions.
                                                         
            Security Name                                        
            Description/Ticker                                        
            Symbol or CUSIP                                     Pre-Cleared  
            number/ Type of                                     through  
            Security (Interest     Quantity                     Broker-Dealer/     Compliance  
Trade   Buy, Sell     Rateand Maturity     (Number of             Principal     Bank and Account     Department  
Date   or Other     Date, if applicable)     Shares)     Price     Amount     Number     (Date or N/A)  
 
                                                       
This report shall not be construed as an admission that I have any direct or indirect beneficial ownership in the securities described above.
         
Name (print)   Signature  
 
       
         
Date Report Submitted   Quarter Ended  
 
       

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SCHEDULE C: Initial & Annual Disclosure of Brokerage Accounts, Securities Holdings and Discretionary Authority
Instructions: Print form, complete, sign and date. Submit completed form to Code of Ethics Administration via:
             
Inter-office:
  Code of Ethics Administration, SM-920/2   Fax:   (650) 312-5646
U.S. Mail:
  Franklin Templeton Investments   E-mail:   Preclear-Code of Ethics (internal)
 
  Attn: Code of Ethics Administration Dept.       Lpreclear@frk.com (external)
 
  P.O. Box 25050        
 
  San Mateo, CA 94402-5050        
This report shall set forth the name and/or description of each securities account and holding in which you have a direct or indirect beneficial interest, including securities accounts and holdings of a spouse, minor children or other immediate family member living in your home, trusts, foundations, and any account for which trading authority has been delegated to you, other than authority to trade for a Fund or other client of Franklin Templeton Investments or by you to an unaffiliated registered broker-dealer, registered investment adviser, or other investment manager acting in a similar fiduciary capacity, who exercises sole investment discretion. In lieu of listing each securities account and holding below, you may attach copies of current brokerage statements, sign below and return the Schedule C along with the brokerage statements to the Code of Ethics Administration Department within 10 days of becoming an Access Person if an initial report or by February 1st of each year, if an annual report. The information in this Schedule C or any attached brokerage statements must be current as of a date no more than 45 days prior to the date you become an Access Person or the date you submit your annual report. Refer to Part 4 of the Code for additional filing instructions.
Securities that are EXEMPT from being reported on the Schedule C include: (i) securities that are direct obligations of the U.S. Government, such as Treasury bills, notes and bonds, and U.S. Savings Bonds and derivatives thereof; (ii) high quality short-term instruments (“money market instruments”) including but not limited to bankers’ acceptances, U.S. bank certificates of deposit; commercial paper; and repurchase agreements; (iii) shares of money market funds; shares issued by open-end funds other than Reportable Funds (Any fund for which a Franklin Templeton Investments’ U.S. registered investment adviser (“FTI Adviser”) serves as an investment adviser or a sub-adviser or any fund whose investment adviser or principal underwriter is controlled by an FTI adviser or is under common control with a FTI adviser; and shares issued by unit investment trusts that are invested in one or more open-end funds none of which are Reportable Funds.
o I do not have any brokerage accounts.
o I do not have any securities holdings.
o I have attached statements containing all my brokerage accounts and securities holdings.
o I have listed my brokerage accounts containing no securities holdings.
o I have listed my securities holdings not held in a brokerage account.
                                                 
            Address of Brokerage             Security     Quantity        
Account Name(s)   Name of Brokerage     Firm, Bank or Investment             Description/Title/Ticker     Number of     Check this  
(registration shown   Firm,     Adviser             Symbol or CUSIP #     Shares &     box if  
on brokerage   Bank or Investment     (Street/City/State/Zip     Account     (interest rate & maturity     Principal     Discretionary  
statement)   Adviser     Code)     Number     if appropriate)     Amount     Account  
 
                                               

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To the best of my knowledge, I have disclosed all of my securities accounts and/or holdings in which I have a direct or indirect beneficial interest, including securities accounts and/or holdings of a spouse, minor children or other immediate member living in my home, trusts, foundations, and any account for which trading authority has been delegated to me or by me to an unaffiliated registered broker-dealer, registered investment adviser, or other investment manager acting in a similar fiduciary capacity, who exercises sole investment discretion.
                 
Name (print)   Signature     Date Report Submitted  
 
               
         
Initial Disclosure (check this box   Annual Disclosure   Year End
if you're a new access person)   (check this box if annual certification)   (for compliance use only)
o
  o    

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SCHEDULE D: NOTIFICATION OF SECURITIES ACCOUNT
Instructions: Print form, complete, sign and date. Submit completed form to Code of Ethics Administration via:
             
Inter-office:
  Code of Ethics Administration, SM-920/2   Fax:    (650) 312-5646
 
           
U.S. Mail:
  Franklin Templeton Investments   E-mail:   Preclear-Code of Ethics (internal)
 
  Attn: Code of Ethics Administration Dept.       Lpreclear@frk.com (external)
 
  P.O. Box 25050        
 
  San Mateo, CA 94402-5050        
 
All Access Persons, prior to opening a brokerage account or placing an initial order in the new account , are required to notify the Code of Ethics Administration Department and the executing broker-dealer in writing. This includes accounts in which the Access Person has or will have a financial interest in (e.g., a spouse’s account) or discretionary authority (e.g., a trust account for a minor child) and for Reportable Funds.
Upon receipt of the NOTIFICATION OF SECURITIES ACCOUNT form, the Code of Ethics Administration Department will contact the broker-dealer identified below and request that duplicate confirmations and statements of your brokerage account are sent to Franklin Templeton Investments.
ACCOUNT INFORMATION:
         
Name on the Account   Account Number or Social   Date
(If other than employee, state relationship i.e., spouse)   Security Number   Established
 
         
         
 
         
Name of   Your Representative   Brokerage Firm Address
Brokerage Firm   (optional)   (City/State/Zip Code)
 
         
         
 
EMPLOYEE INFORMATION:
         
Employee’s Name (print)   Title   Department Name
 
         
         
 
         
Interoffice   Are you a Registered   Are you an
Mail Code   Representative?   Access Person?
    (NASD Licensed, i.e., Series 6, 7)    
 
    o Yes       o No   o Yes       o No
 
         
Phone Extension   Signature   Date
 
         
         
 

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SCHEDULE E: Notification of Direct or Indirect Beneficial Interest
Instructions: Print form, complete, sign and date. Obtain required signature and submit completed form to Code of Ethics Administration Dept. via:
         
Inter-office: Code of Ethics Administration, SM-920/2
  Fax:    (650) 312-5646
 
       
U.S. Mail: Franklin Templeton Investments
  E-mail:   Preclear-Code of Ethics (internal)
Attn: Code of Ethics Administration Dept.
      Lpreclear@frk.com (external)
P.O. Box 2505
       
San Mateo, CA 94402-5050
       
 
If you have any beneficial ownership in a security and it is recommended to the Appropriate Analyst that the security be considered for purchase or sale by an Associated Client, or if a purchase or sale of that security for an Associated Client is carried out, you must disclose your beneficial ownership to Code of Ethics Administration Department and the Appropriate Analyst in writing on Schedule E (or an equivalent form containing similar information) before the purchase or sale of the security, or before or simultaneously with the recommendation to purchase or sell a security. The Appropriate Analyst or the fund’s primary portfolio manager must review and sign Schedule E and send a copy to the Code of Ethics Administration Department.
                                                         
                            Date and                    
                            Method Learned                    
    Ownership             Method of     that Security’s     Primary              
    Type:             Acquisition     Under     Portfolio              
Security   (Direct or     Year     (Purchase/Gift/     Consideration     Manager or     Name of Person     Date of Verbal  
Description   Indirect)     Acquired     Other)     by Funds     Portfolio Analyst     Notified     Notification  
 
 
                                                       
 
 
                                                       
 
 
                                                       
 
 
                                                       
 
 
                                                       
 
         
Employee’s Name (print)   Signature   Date
 
         
         
 
         
Primary PM or Analyst’s Name (print)   Signature   Date
 
         
         
 

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SCHEDULE F: Checklist for Investments in Partnerships and Securities Issued in
Limited Offerings (Private Placements)
Instructions: Print form, complete, sign, date and obtain CIO’s signatures. Submit completed form to Code of Ethics Administration Dept. via:
         
Inter-office: Code of Ethics Administration, SM-920/2
  Fax:    (650) 312-5646
 
       
U.S. Mail: Franklin Templeton Investments
  E-mail:   Preclear-Code of Ethics (internal)
Attn: Code of Ethics Administration Dept.
      Lpreclear@frk.com (external)
P.O. Box 25050
       
San Mateo, CA 94402-5050
       
In deciding whether to approve a transaction, the Director of Global Compliance or the Chief Compliance Officer shall take into account, among other factors, whether the investment opportunity should be reserved for a Fund or other client, and whether the investment opportunity is being offered to the Access Person by virtue of his or her position with the Franklin Templeton Group. If the Access Person receives clearance for the transaction, no investment in the same issuer may be made for a Fund or client unless an executive officer of Franklin Resources, Inc., with no interest in the issuer, approves the transaction.
IN ORDER TO EXPEDITE YOUR REQUEST, PLEASE PROVIDE THE FOLLOWING INFORMATION:
     
Name/Description of Proposed Investment:
   
 
   
 
   
Proposed Investment Amount:
   
 
   
Please attach pages of the offering memorandum (or other documents) summarizing the investment opportunity, including:
  i)   Name of the partnership/hedge fund/issuer;
 
  ii)   Name of the general partner, location & telephone number;
 
  iii)   Summary of the offering; including the total amount the offering/issuer;
 
  iv)   Percentage your investment will represent of the total offering;
 
  v)   Plan of distribution; and
 
  vi)   Investment objective and strategy,
Please respond to the following questions:
  a)   Was this investment opportunity presented to you in your capacity as a portfolio manager? If no, please explain the            relationship, if any, you have to the issuer or principals of the issuer.
 
  b)   Is this investment opportunity suitable for any fund/client that you advise? 12 If yes, why isn’t the investment being made on behalf of the fund/client? If no, why isn’t the investment opportunity suitable for the fund/clients?
 
  c)   Do any of the fund/clients that you advise presently hold securities of the issuer of this proposed investment (e.g., common stock, preferred stock, corporate debt, loan participations, partnership interests, etc), ? If yes, please provide the names of the funds/clients and security description.
 
12   If an investment opportunity is presented to you in your capacity as a portfolio manager and the investment opportunity is suitable for the fund/client, it must first be offered to the fund/client before any personal securities transaction can be effected.

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  d)   Do you presently have or will you have any managerial role with the company/issuer as a result of your investment? If yes, please explain in detail your responsibilities, including any compensation you will receive.
 
  e)   Will you have any investment control or input to the investment decision making process?
 
  f)   Will you receive reports of portfolio holdings? If yes, when and how frequently will these be provided?
Reminder: Personal securities transactions that do not generate brokerage confirmations (e.g., investments in private placements) must be reported to the Code of Ethics Administration Department on Schedule B no later than 30 calendar days after the end of the calendar quarter the transaction took place.
         
Employee’s Name (print)   Signature   Date
 
         
         
 
“I confirm, to the best of my knowledge and belief, that I have reviewed the private placement and do not believe that the proposed personal trade will be contrary to the best interests of any of our funds’ or clients’ portfolios.”
         
Chief Investment Officer’s Name   Signature   Date
 
         
         
 
CODE OF ETHICS ADMINISTRATION DEPT. USE ONLY
                 
Date Received:
          Date Forwarded to FRI Executive Officer:    
 
               
Approved By:
         
         
Director, Global Compliance/Chief Compliance Officer       Date
                 
Date Entered in Lotus Notes:
          Date Entered in Examiner:    
 
               
                             
Precleared:
  o   o   (attach E-Mail)       Is the Access Person Registered?   o   o
 
  Yes   No               Yes   No

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SCHEDULE G: Request for Approval to Serve as a Director
Instructions: Print form, complete, sign and date. Submit completed form to Code of Ethics Administration Department via:
         
Inter-office: Code of Ethics Administration, SM-920/2
  Fax:    (650) 312-5646
 
       
U.S. Mail: Franklin Templeton Investments
  E-mail:   Preclear-Code of Ethics (internal)
Attn: Code of Ethics Administration Dept.
      Lpreclear@frk.com (external)
P.O. Box 25050
       
San Mateo, CA 94402-5050
       
EMPLOYEE INFORMATION
             
Employee:
           
     
 
           
Department:
      Extension:    
 
           
 
           
Job Title:
      Site/Location:    
 
           
 
           
Supervisor:
      Sup. Extension:    
 
           
COMPANY INFORMATION
         
Company Name:
       
     
 
       
Nature of company’s business:
       
     
 
       
Is this a public or private company?
       
     
 
       
Title/Position:
       
     
 
       
Justification for serving as a director with the company:
       
     
 
       
Estimate of hours to be devoted to the company:
       
     
 
       
Compensation received:
  o Yes   o No
     
 
       
If compensated, how?
       
     
 
       
Starting date:
       
     
NASD Registered/Licensed?            o Yes                      o No
Code of Ethics Designation       o Non Access Person       o Access Person       o Supervised Person       o Portfolio Person
                 
Signature:
          Date:    
 
               
FOR APPROVAL USE ONLY
o Approved            o Denied
             
Signatory Name
      Signatory Title:    
 
           
 
           
Signature:
      Date:    
 
           

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APPENDIX C: Investment Advisor and Broker-Dealer and Other Subsidiaries
of Franklin Resources, Inc. — April 2006
             
Franklin Advisers, Inc.
  IA   Templeton Global Advisors Ltd. (Bahamas)   IA
Franklin Advisory Services, LLC
  IA   Franklin Templeton Italia Societa di
Gestione del Risparmio per Axioni (Italy)
  FBD/FIA
Franklin Investment Advisory Services, LLC
  IA   Franklin Templeton Investment Services
GmbH (Germany)
  FBD
Franklin Templeton Portfolio Advisors, Inc.
  IA   Fiduciary Trust International of the South   Trust Co
Franklin Mutual Advisers, LLC
  IA   Franklin Templeton Services, LLC   BM
Franklin/Templeton Distributors, Inc.
  BD   Franklin Templeton Investments Corp. (Ontario)   IA/FIA
Franklin Templeton Services, LLC
  FA   Templeton Asset Management Ltd. (Singapore)   IA/FIA
Franklin Templeton International Services S.A. (Luxembourg)
  FBD   Fiduciary Trust Company International   Trust Co.
Franklin Templeton Investments Australia
Limited
  FIA   Fiduciary International, Inc   IA
Franklin/Templeton Investor Services, LLC
  TA   Fiduciary Investment Management
International Inc
  IA
Franklin Templeton Alternative Strategies,
LLC
  IA   Franklin Templeton Institutional Asia
Limited (Hong Kong)
  FIA
Franklin Templeton Institutional, LLC
  IA   Fiduciary Trust International Limited (UK)   IA/FIA
Fiduciary Financial Services, Corp.
  BD   Franklin Templeton Investment Trust
Management, Ltd (Korea)
  FIA
Franklin Templeton Asset Management S.A. (France)
  FIA   Franklin Templeton Asset Management
(India) Private Limited (India)
  FBD/FIA
Franklin Templeton Investments (Asia)
Limited (Hong Kong)
  FBD/IA        
Franklin Templeton Investment Management
Limited (UK)
  IA/FIA        
Templeton/Franklin Investment Services, Inc
  BD        
Templeton Investment Counsel, LLC
  IA        
Templeton Asset Management, Ltd.
  IA/FIA        
Franklin Templeton Investments Japan Ltd.
  FIA        
         
Codes:   IA:  
US registered investment adviser
    BD:  
US registered broker-dealer
    FIA:  
Foreign equivalent investment adviser
    FBD:  
Foreign equivalent broker-dealer
    TA:  
US registered transfer agent
    FA:  
Fund Administrator
    BM:  
Business manager to the funds
    REA:  
Real estate adviser
    Trust:  
Trust company

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APPENDIX D: Franklin Resources, Inc. Code of Ethics and Business Conduct
This Code of Ethics and Business Conduct (the “Code”) has been adopted by the Board of Directors (the “Board”) of Franklin Resources, Inc. in connection with its oversight of the management and business affairs of Franklin Resources, Inc.
1.   Purpose and Overview .
  (a)   Application . The Code is applicable to all officers, directors, employees and temporary employees (each, a “Covered Person”) of Franklin Resources, Inc. and all of its U.S. and non-U.S. subsidiaries and affiliates (collectively, the “Company”).
 
  (b)   Purpose . The Code summarizes the values, principles and business practices that guide the business conduct of the Company and also provides a set of basic principles to guide Covered Persons regarding the minimum ethical requirements expected of them. The Code supplements the Company’s existing employee policies, including those specified in the respective U.S. and non-U.S. employee handbooks and also supplements various other codes of ethics, policies and procedures that have been adopted by the Company. All Covered Persons are expected to become familiar with the Code and to apply these principles in the daily performance of their jobs.
 
  (c)   Overriding Responsibilities. It is the responsibility of all Covered Persons to maintain a work environment that fosters fairness, respect and integrity. The Company requires all Covered Persons to conduct themselves in a lawful, honest and ethical manner in all of the Company’s business practices.
 
  (d)   Questions . All Covered Persons are expected to seek the advice of a supervisor, a manager, the Human Resources Department, the Company’s General Counsel or the Global Compliance Department for additional guidance or if there is any question about issues discussed in this Code.
 
  (e)   Violations . If any Covered Person observes possible unethical or illegal conduct, such concerns or complaints should be reported as set forth in Section 16 below.
 
  (f)   Definition of Executive Officer . For the purposes of this Code, the term “Executive Officer” shall mean those officers, as shall be determined by the Board of Directors of Franklin Resources, Inc. from time to time, who are subject to the reporting obligations of Section 16(a) of the Securities Exchange Act of 1934.
 
  (g)   Definition of Director . For purposes of this Code, the term “Director” shall mean members of the Board of Directors of Franklin Resources, Inc.
2.   Compliance with Laws, Rules and Regulations.
  (a)   Compliance. All Covered Persons of the Company are required to comply with all of the applicable laws, rules and regulations of the United States and other countries, and the

53


 

      states, counties, cities and other jurisdictions, in which the Company conducts its business. Local laws may in some instances be less restrictive than the principles set forth in this Code. In those situations, Covered Persons should comply with the Code, even if the conduct would otherwise be legal under applicable laws. On the other hand, if local laws are more restrictive than the Code, Covered Persons should comply with applicable laws.
  (b)   Insider Trading . Such Global Compliance includes, without limitation, compliance with the Company’s insider trading policy, which prohibits Covered Persons from trading securities either personally or on behalf of others, while in possession of material non-public information or communicating material non-public information to others in violation of the law. Securities include common stocks, bonds, options, futures and other financial instruments. Material information includes any information that a reasonable investor would consider important in a decision to buy, hold, or sell securities. These laws provide substantial civil and criminal penalties for individuals who fail to comply. The policy is described in more detail in the various employee handbooks and compliance policies. In addition, the Company has implemented trading restrictions to reduce the risk, or appearance, of insider trading.
 
  (c)   Questions Regarding Stock Trading . All questions regarding insider trading or reports of impropriety regarding stock transactions should be made to the Global Compliance Department. See also Section 16 below.
3.   Conflicts of Interest.
  (a)   Avoidance of Conflicts . All Covered Persons are required to conduct themselves in a manner and with such ethics and integrity so as to avoid a conflict of interest, either real or apparent.
 
  (b)   Conflict of Interest Defined . A conflict of interest is any circumstance where an individual’s personal interest interferes or even appears to interfere with the interests of the Company. All Covered Persons have a duty to avoid financial, business or other relationships that might be opposed to the interests of the Company or might cause a conflict with the performance of their duties.
 
  (c)   Potential Conflict Situations . A conflict can arise when a Covered Person takes actions or has interests that may make it difficult to perform his or her Company related work objectively and effectively. Conflicts also may arise when a Covered Person or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company.
 
  (d)   Examples of Potential Conflicts . Some of the areas where a conflict could arise include:
  (i)   Employment by a competitor, regardless of the nature of the employment, while employed by the Company.

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  (ii)   Placement of business with any company in which a Covered Person, or any member of the Covered Person’s family, has a substantial ownership interest or management responsibility.
 
  (iii)   Making endorsements or testimonials for third parties.
 
  (iv)   Processing a transaction on the Covered Person’s personal account(s), or his or her friend or family members’ account(s), through the Company’s internal systems without first submitting the transaction request to the Company’s Customer Service Center.
 
  (v)   Disclosing the Company’s confidential information to a third party without the prior consent of senior management.
  (e)   Questions Regarding Conflicts . All questions regarding conflicts of interest and whether a particular situation constitutes a conflict of interest should be directed to the Global Compliance Department. See also Section 16 below.
4.   Gifts and Entertainment.
  (a)   Rationale . The Company’s aim is to deter providers of gifts from seeking or receiving special favors from Covered Persons. Gifts of more than a nominal value can cause Covered Persons to feel placed in a position of “obligation” and/or give the appearance of a conflict of interest.
 
  (b)   No Conditional Gifts . Covered Persons may not at any time accept any item that is conditioned upon the Company doing business with the entity or person giving the gift.
 
  (c)   No Cash Gifts . Cash gifts of any amount should never be accepted.
 
  (d)   No Non-Cash Gifts Over $100 . Covered Persons, including members of their immediate families, may not, directly or indirectly, take, accept or receive bonuses, fees, commissions, gifts, gratuities, or any other similar form of consideration, from any person, firm, corporation or association with which the Company does or seeks to do business if the value of such item is in excess of $100.00 on an annual basis.
 
  (e)   No Solicitation for Gifts . Covered Persons should not solicit any third party for any gift, gratuity, entertainment or any other item regardless of its value.
 
  (f)   Permitted Entertainment . Covered Persons, including members of their immediate families, may accept or participate in “reasonable entertainment” provided by any person, firm, corporation or association with which the Company does or seeks to do business. “Reasonable entertainment” would include, among other things, an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment, which is neither so frequent nor so excessive as to raise any question of propriety; attended by the entity or person providing the entertainment, meal, or tickets; not more frequent than once per quarter; and not preconditioned on a “quid pro quo” business relationship.

55


 

  (g)   No Excessive Entertainment. Covered Persons are prohibited from accepting “excessive entertainment” without the prior written approval of the Company’s Chief Executive Officer or the Office of the Chairman. “Excessive entertainment” is entertainment that has a value greater than $1000.00 or is provided more frequently than once per quarter.
 
  (h)   What To Do . Covered Persons presented with a gift with a value in excess of $100.00 or entertainment valued greater than $1000.00 should politely decline and explain that the Company policy makes it impossible to accept such a gift. Covered Persons are encouraged to be guided by their own sense of ethical responsibility, and if they are presented with such a gift from an individual or company, they should notify their manager so the gift can be returned.
 
  (i)   Permitted Compensation . The Company recognizes that this Section 4 does not prohibit Directors who do not also serve in management positions within the Company from accepting compensation, bonuses, fees and other similar consideration paid in the normal course of business as a result of their outside business activity, employment or directorships.
 
  (j)   Questions Regarding Gifts and Entertainment . All questions regarding gifts and entertainment should be directed to the Global Compliance Department. See also Section 16 below.
5.   Outside Employment.
  (a)   Restrictions . Subject to any departmental restrictions, Covered Persons are permitted to engage in outside employment if it is free of any actions that could be considered a conflict of interest. Outside employment must not adversely affect a Covered Person’s job performance at the Company, and outside employment must not result in absenteeism, tardiness or a Covered Person’s inability to work overtime when requested or required. Covered Persons may not engage in outside employment, which requires or involves using Company time, materials or resources.
 
  (b)   Self-Employment . For purposes of this policy, outside employment includes self-employment.
 
  (c)   Required Approvals . Due to the fiduciary nature of the Company’s business, all potential conflicts of interest that could result from a Covered Person’s outside employment should be discussed with the Covered Person’s manager and the Human Resources Department, prior to entering into additional employment relationships.
 
  (d)   Outside Directors Exempt . The Company recognizes that this Section 5 is not applicable to Directors who do not also serve in management positions within the Company.

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6.   Confidentiality.
  (a)   Confidentiality Obligation . Covered Persons are responsible for maintaining the confidentiality of information entrusted to them by the Company or its customers, except when disclosure is authorized or legally mandated. The sensitive nature of the investment business requires that the Company keep its customers’ confidence and trust. Covered Persons must be continuously sensitive to the confidential and privileged nature of the information to which they have access concerning the Company, and must exercise the utmost discretion when discussing any work-related matters with third parties. Each Covered Person must safeguard the Company’s confidential information and not disclose it to a third party without the prior consent of senior management.
 
  (b)   What Is Confidential Information . “Confidential information” includes but is not limited to information, knowledge, ideas, documents or materials that are owned, developed or possessed by the Company or that in some other fashion are related to confidential or proprietary matters of the Company, its business, customers, shareholders, Covered Persons or brokers. It includes all business, product, marketing, financial, accounting, personnel, operations, supplier, technical and research information. It also includes computer systems, software, documentation, creations, inventions, literary works, developments, discoveries and trade secrets. Confidential information includes any non-public information of the Company that might be of use to competitors, or harmful to the Company or its customers, if disclosed.
 
  (c)   Acknowledgment . All employees of the Company are expected to sign an acknowledgment regarding the confidentiality policy set forth above at the time they become employed with the Company.
 
  (d)   Length of Confidentiality Obligations . Covered Persons are expected to comply with the confidentiality policy not only for the duration of their employment or service with the Company, but also after the end of their employment or service with the Company.
 
  (e)   Confidentiality Under the Code . All reports and records prepared or maintained pursuant to this Code shall be considered confidential and shall be maintained and protected accordingly.
7.   Ownership of Intellectual Property.
  (a)   Company Ownership . The Company owns all of the work performed by Covered Persons at and/or for the Company, whether partial or completed. All Covered Persons shall be obligated to assign to the Company all “intellectual property” that is created or developed by Covered Persons, alone or with others, while working for the Company.
 
  (b)   What Is Intellectual Property . “Intellectual Property” includes all trademarks and service marks, trade secrets, patents and patent subject matter and inventor rights in the United States and foreign countries and related applications. It includes all United States and foreign copyrights and subject matter and all other literary property and author rights,

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      whether or not copyrightable. It includes all creations, not limited to inventions, discoveries, developments, works of authorship, ideas and know-how. It does not matter whether or not the Company can protect them by patent, copyright, trade secrets, trade names, trade or service marks or other intellectual property right. It also includes all materials containing any intellectual property. These materials include but are not limited to computer tapes and disks, printouts, notebooks, drawings, artwork and other documentation. To the extent applicable, non-trade secret intellectual property constitutes a “work made for hire” owned by the Company, even if it is not a trade secret.
  (c)   Exceptions . The Company will not be considered to have a proprietary interest in a Covered Person’s work product if: (i) the work product is developed entirely on the Covered Person’s own time without the use or aid of any Company resources, including without limitation, equipment, supplies, facilities or trade secrets; (ii) the work product does not result from the Covered Person’s employment with the Company; and (iii) at the time a Covered Person conceives or reduces the creation to practice, it is not related to the Company’s business nor the Company’s actual or expected research or development.
 
  (d)   Required Disclosure . All Covered Persons must disclose to the Company all intellectual property conceived or developed while working for the Company. If requested, a Covered Person must sign all documents necessary to memorialize the Company’s ownership of intellectual property under this policy. These documents include but are not limited to assignments and patent, copyright and trademark applications.
8.   Corporate Opportunities. Covered Persons are prohibited from (i) taking for themselves opportunities that are discovered through the use of Company property, information or position, (ii) using Company property, information or position for personal gain, and/or (iii) competing with the Company.
9.   Fair Dealing. Each Covered Person should endeavor to deal fairly with the Company’s customers, suppliers, competitors and Covered Persons and not to take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.
10.   Protection and Use of Company Property . All Covered Persons should protect the Company’s assets and ensure they are used for legitimate business purposes during employment with the Company. Improper use includes unauthorized personal appropriation or use of the Company’s assets, data or resources, including computer equipment, software and data.
11.   Standards of Business Conduct .
  (a)   Respectful Work Environment . The Company is committed to fostering a work environment in which all individuals are treated with respect and dignity. Each individual should be permitted to work in a business-like atmosphere that promotes equal employment opportunities.

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  (b)   Prohibited Conduct . The following conduct will not be tolerated and could result in disciplinary action, including termination:
  (i)   Any act which causes doubt about a Covered Person’s integrity, such as the falsifying of Company records and documents, competing in business with the Company, divulging trade secrets, or engaging in any criminal conduct.
 
  (ii)   Any act which may create a dangerous situation, such as carrying weapons, firearms or explosives on Company premises or surrounding areas, assaulting another individual, or disregarding property and safety standards.
 
  (iii)   The use, sale, purchase, transfer, possession, or attempted sale, purchase or transfer of alcohol or drugs while at work. Reporting to work while under the influence of alcohol or drugs, or otherwise in a condition not fit for work.
 
  (iv)   Insubordination, including refusal to perform a job assignment or to follow a reasonable request of a Covered Person’s manager, or discourteous conduct toward customers, associates, or supervisors.
 
  (v)   Harassment of any form including threats, intimidation, abusive behavior and/or coercion of any other person in the course of doing business.
 
  (vi)   Falsification or destruction of any timekeeping record, intentionally clocking in on another Covered Person’s attendance or timekeeping record, the knowledge of another Covered Person tampering with their attendance record or tampering with one’s own attendance record.
 
  (vii)   Failure to perform work, which meets the standards/expectations of the Covered Person’s position.
 
  (viii)   Excessive absenteeism, chronic tardiness, or consecutive absence of 3 or more days without notification or authorization.
 
  (ix)   Any act of dishonesty or falsification of any Company records or documents, including obtaining employment based on false, misleading, or omitted information.
  (c)   Disciplinary Action . A Covered Person or the Company may terminate the employment or service relationship at will, at any time, without cause or advance notice. Thus, the Company does not strictly adhere to a progressive disciplinary system since each incident of misconduct may have a different set of circumstances or differ in its severity. The Company will take such disciplinary action as it deems appropriate and commensurate with any misconduct of the Covered Person.

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12.   Disclosure in Reports and Documents.
  (a)   Filings and Public Materials . As a public company, it is important that the Company’s filings with the Securities and Exchange Commission (the “SEC”) and other Federal, State, domestic and international regulatory agencies are full, fair, accurate, timely and understandable. The Company also makes many other filings with the SEC and other domestic and international regulatory agencies on behalf of the funds that its subsidiaries and affiliates manage. Further, the Company prepares mutual fund account statements, client investment performance information, prospectuses and advertising materials that are sent out to its mutual fund shareholders and clients.
 
  (b)   Disclosure and Reporting Policy . The Company’s policy is to comply with all applicable disclosure, financial reporting and accounting regulations applicable to the Company. The Company maintains the highest commitment to its disclosure and reporting requirements, and expects all Covered Persons to record information accurately and truthfully in the books and records of the Company.
 
  (c)   Information for Filings . Depending on his or her position with the Company, a Covered Person, may be called upon to provide necessary information to assure that the Company’s public reports and regulatory filings are full, fair, accurate, timely and understandable. The Company expects all Covered Persons to be diligent in providing accurate information to the inquiries that are made related to the Company’s public disclosure requirements.
 
  (d)   Disclosure Controls and Procedures and Internal Control Over Financial Reporting . Covered Persons are required to cooperate and comply with the Company’s disclosure controls and procedures and internal controls over financial reporting so that the Company’s reports and documents filed with the SEC and other Federal, State, domestic and international regulatory agencies comply in all material respects with applicable laws, and rules and regulations, and provide full, fair, accurate, timely and understandable disclosure.
13.   Relationships with Government Personnel. Covered persons should be aware that practices that may be acceptable in the commercial business environment (such as providing certain transportation, meals, entertainment and other things of nominal value) may be entirely unacceptable and even illegal when they relate to government employees or others who act on the government’s behalf. Therefore, Covered Persons are required to comply with the relevant laws and regulations governing relations between government employees and customers and suppliers in every country where the Company conducts business. Covered persons are prohibited from giving money or gifts to any official or any employee of a governmental entity if doing so could reasonably be construed as having any connection with the Company’s business relationship. Any proposed payment or gift to a government official or employee must be reviewed in advance by the Global Compliance Department, even if such payment is common in the country of payment.

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14.   Political Contributions. Election laws in many jurisdictions generally prohibit political contributions by corporations to candidates. Many local laws also prohibit corporate contributions to local political campaigns. In accordance with these laws, the Company does not make direct contributions to any candidates for Federal, State or local offices where applicable laws make such contributions illegal. Contributions to political campaigns must not be, or appear to be, made with or reimbursed by the Company’s funds or resources. The Company’s funds and resources include (but are not limited to) the Company’s facilities, office supplies, letterhead, telephones and fax machines. Employees may make personal political contributions as they see fit in accordance with all applicable laws.
15.   Accountability for Adherence to the Code.
  (a)   Honesty and Integrity . The Company is committed to uphold ethical standards in all of its corporate and business activities. All Covered Persons are expected to perform their work with honesty, truthfulness and integrity and to comply with the general principles set forth in the Code. Covered Persons are also expected to perform their work with honesty and integrity in any areas not specifically addressed by the Code.
 
  (b)   Disciplinary Actions . A violation of the Code may result in appropriate disciplinary action including the possible termination from employment with the Company. Nothing in this Code restricts the Company from taking any disciplinary action on any matters pertaining to the conduct of a Covered Person, whether or not expressly set forth in the Code.
 
  (c)   Annual Certifications . Directors and Executive Officers will be required to certify annually, on a form to be provided by the Global Compliance Department, that they have received, read and understand the Code and have complied with the requirements of the Code.
 
  (d)   Training and Educational Requirements .
  (i)   Orientation . New Covered Persons will receive a copy of the Code during the orientation process conducted by representatives of the Human Resources Department and shall acknowledge that they have received, read and understand the Code and will comply with the requirements of the Code.
 
  (ii)   Continuing Education . Covered Persons shall be required to complete such additional training and continuing education requirements regarding the Code and matters related to the Code as the Company shall from time to time establish.
16.   Reporting Violations of the Code.
  (a)   Questions and Concerns . Described in this Code are procedures generally available for addressing ethical issues that may arise. As a general matter, if a Covered Person has any questions or concerns about compliance with this Code he or she is encouraged to speak with his or her supervisor, manager, representatives of the Human Resources Department, the Company’s General Counsel or the Global Compliance Department.

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  (b)   Compliance and Ethics Hot-Line . If a Covered Person does not feel comfortable talking to any of the persons listed above for any reason, he or she should call the Compliance and Ethics Hot-Line at 1-800-636-6592. Calls to the Compliance and Ethics Hot-Line may be made anonymously.
 
  (c)   Responsibility to Report Violations of the Code and Law . As part of its commitment to ethical and lawful conduct, the Company expects Covered Persons to promptly report any suspected violations of this Code or law. Failure to report knowledge of a violation or other misconduct may result in disciplinary action.
 
  (d)   Confidentiality and Investigation . The Company will treat the information set forth in a report of any suspected violation of the Code or law in a confidential manner and will conduct a prompt and appropriate evaluation and investigation of any matter reported. Covered Persons are expected to cooperate in any investigations of reported violations.
 
  (e)   Protection of Covered Persons . By law, the Company may not discharge, demote, suspend, threaten, harass, or in any other manner discriminate against an employee in the terms and conditions of employment because of any lawful act done by the employee to provide information or otherwise assist in an investigation regarding any conduct which the employee reasonably believes constitutes a violation of any rule or regulation of the SEC or any provision of Federal law relating to fraud against shareholders when the information or assistance is provided to or the investigation is conducted by, among others, a person(s) working for the Company with the authority to investigate, discover or terminate misconduct. To encourage Covered Persons to report violations of illegal or unethical conduct, the Company will not allow retaliation to be taken against any Covered Person who has made a report under this section in good faith.
 
  (f)   Accounting/Auditing Complaints . The law requires that the Company’s Audit Committee have in place procedures for the receipt, retention and treatment of complaints concerning accounting, internal accounting controls, or auditing matters and procedures for Covered Persons to anonymously submit their concerns regarding questionable accounting or auditing matters.
 
  (g)   Complaints concerning accounting, internal accounting controls or auditing matters will be directed to the attention of the Audit Committee, or the appropriate members of that committee. For direct access to the Company’s Audit Committee, please address complaints regarding accounting, internal accounting controls, or auditing matters to :
Audit Committee
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, California 94403
      Complaints or concerns regarding accounting or auditing matters may also be made to the Compliance and Ethics Hot-Line at 1-800-636-6592. Calls to the Compliance and Ethics Hot-Line may be made anonymously.

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17.   Waivers of the Code.
  (a)   Waivers by Directors and Executive Officers . Any change in or waiver of this Code for Directors or Executive Officers of the Company may be made only by the Board or a committee thereof in the manner described in Section 17(d) below, and any such waiver (including any implicit waiver) shall be promptly disclosed to shareholders as required by the corporate governance listing standards of the New York Stock Exchange and other applicable laws, rules and regulations.
 
  (b)   Waivers by Other Covered Persons . Any requests for waivers of this Code for Covered Persons other than Directors and Executive Officers of the Company may be made to the Global Compliance Department in the manner described in Section 17(e) below.
 
  (c)   Definition of Waiver . For the purposes of the Code, the term “waiver” shall mean a material departure from a provision of the Code. An “implicit waiver” shall mean the failure of the Company to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to an Executive Officer.
 
  (d)   Manner for Requesting Director and Executive Officer Waivers .
  (i)   Request and Criteria . If a Director or Executive Officer wishes to request a waiver of this Code, the Director or Executive Officer may submit to the Director of Global Compliance or the Global Compliance Department a written request for a waiver of the Code only if he/she can demonstrate that such a waiver:
  (A)   is necessary to alleviate undue hardship or in view of unforeseen circumstances or is otherwise appropriate under all the relevant facts and circumstances;
 
  (B)   will not be inconsistent with the purposes and objectives of the Code;
 
  (C)   will not adversely affect the interests of clients of the Company or the interests of the Company; and
 
  (D)   will not result in a transaction or conduct that would violate provisions of applicable laws or regulations.
  (ii)   Discretionary Waiver and Response . The Global Compliance Department will forward the waiver request to the Board or a committee thereof for consideration. Any decision to grant a waiver from the Code shall be at the sole and absolute discretion of the Board or committee thereof, as appropriate. The Secretary of the Company will advise the Global Compliance Department in writing of the Board’s decision regarding the waiver, including the grounds for granting or denying the waiver request. The Global Compliance Department shall promptly advise the Director or Executive Officer in writing of the Board’s decision.

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  (e)   Manner for Requesting Other Covered Person Waivers.
  (i)   Request and Criteria . If a Covered Person who is a non-director and non-Executive Officer wishes to request a waiver of this Code, the Covered Person may submit to the Global Compliance Department a written request for a waiver of the Code only if he/she can demonstrate that such a waiver would satisfy the same criteria set forth in Section 17(d).
 
  (ii)   Discretionary Waiver and Response . The Global Compliance Department shall forward the waiver request to the General Counsel of the Company for consideration. The decision to grant a waiver request shall be at the sole and absolute discretion of the General Counsel of the Company. The General Counsel will advise the Global Compliance Department in writing of his/her decision regarding the waiver, including the grounds for granting or denying the waiver request. The Global Compliance Department shall promptly advise the Covered Person in writing of the General Counsel’s decision.
18.   Internal Use. The Code is intended solely for the internal use by the Company and does not constitute an admission, by or on behalf of the Company, as to any fact, circumstance, or legal conclusion.
19.   Other Policies and Procedures. The “Code of Ethics and Policy Statement on Insider Trading” under Rule 17j-1 pursuant to the Investment Company Act and other policies and procedures adopted by the Company are additional requirements that apply to Covered Persons.

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POLICY STATEMENT ON INSIDER TRADING
A. Legal Requirement
     Pursuant to the Insider Trading and Securities Fraud Enforcement Act of 1988, No officer, director, employee, consultant acting in a similar capacity, or other person associated with Franklin Templeton Investments may trade, either personally or on behalf of clients, including all client assets managed by the entities in Franklin Templeton Investments, on material non-public information or communicating material non-public information to others in violation of the law. This conduct is frequently referred to as “insider trading.” Franklin Templeton Investment’s Policy Statement on Insider Trading applies to every officer, director, employee or other person associated with Franklin Templeton Investments and extends to activities within and outside their duties with Franklin Templeton Investments. Every officer, director and employee must read and retain this policy statement. Any questions regarding Franklin Templeton Investments Policy Statement on Insider Trading or the Compliance Procedures should be referred to the Legal Department.
     The term “insider trading” is not defined in the federal securities laws, but generally is used to refer to the use of material non-public information to trade in securities (whether or not one is an “insider”) or to communications of material non-public information to others.
     While the law concerning insider trading is not static, it is generally understood that the law prohibits:
  (1)   trading by an insider, while in possession of material non-public information; or
 
  (2)   trading by a non-insider, while in possession of material non-public information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated; or
 
  (3)   communicating material non-public information to others.
     The elements of insider trading and the penalties for such unlawful conduct are discussed below. If, after reviewing this policy statement, you have any questions, you should consult the Legal Department.
B. Who is an Insider?
     The concept of “insider” is broad. It includes officers, directors and employees of a company. In addition, a person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. A temporary insider can include, among others, a company’s outside attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. In addition, an investment adviser may become a temporary insider of a company it advises or for which it performs other services. According to the U.S. Supreme Court, the company must expect the outsider to keep the disclosed non-public information confidential and the relationship must at least imply such a duty before the outsider will be considered an insider.
C. What is Material Information?
     Trading on inside information is not a basis for liability unless the information is material. “Material information” generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of the company’s securities. Information that officers, directors and employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.

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     Material information does not have to relate to a company’s business. For example, in Carpenter v. U.S. , 108 U.S. 316 (1987), the Supreme Court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a Wall Street Journal reporter was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Wall Street Journal and whether those reports would be favorable or not.
D. What is Non-Public Information?
     Information is non-public until it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the Securities and Exchange Commission (“SEC”), or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal or other publications of general circulation would be considered public.
E. Basis for Liability
      1. Fiduciary Duty Theory
     In 1980, the Supreme Court found that there is no general duty to disclose before trading on material non-public information, but that such a duty arises only where there is a fiduciary relationship. That is, there must be a relationship between the parties to the transaction such that one party has a right to expect that the other party will not disclose any material non-public information or refrain from trading. Chiarella v. U.S. , 445 U.S. 22 (1980).
     In Dirks v. SEC , 463 U.S. 646 (1983), the Supreme Court stated alternate theories under which non-insiders can acquire the fiduciary duties of insiders. They can enter into a confidential relationship with the company through which they gain information ( e.g. , attorneys, accountants), or they can acquire a fiduciary duty to the company’s shareholders as “tippees” if they are aware or should have been aware that they have been given confidential information by an insider who has violated his fiduciary duty to the company’s shareholders.
     However, in the “tippee” situation, a breach of duty occurs only if the insider personally benefits, directly or indirectly, from the disclosure. The benefit does not have to be pecuniary but can be a gift, a reputational benefit that will translate into future earnings, or even evidence of a relationship that suggests a quid pro quo.
      2. Misappropriation Theory
     Another basis for insider trading liability is the “misappropriation” theory, under which liability is established when trading occurs on material non-public information that was stolen or misappropriated from any other person. In U.S. v. Carpenter , supra , the Court found, in 1987, a columnist defrauded The Wall Street Journal when he stole information from the Wall Street Journal and used it for trading in the securities markets. It should be noted that the misappropriation theory can be used to reach a variety of individuals not previously thought to be encompassed under the fiduciary duty theory.
F. Penalties for Insider Trading
     Penalties for trading on or communicating material non-public information are severe, both for individuals involved in such unlawful conduct and their employers A violation of the Code resulting in a violation of the law will be severely sanctioned, with disciplinary action including but not limited to termination. Please refer to Part 7 — Penalties for Violations of the Code.
A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include:
    civil injunctions;
 
    treble damages;

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    disgorgement of profits;
 
    jail sentences;
 
    fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited; and
 
    fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided.
     In addition, any violation of this policy statement can result in serious sanctions by the Franklin Templeton Group, including dismissal of any person involved.
G. Insider Trading Procedures
     All employees shall comply with the following procedures.
      1. Identifying Inside Information
     Before trading for yourself or others, including investment companies or private accounts managed by the Franklin Templeton Group, in the securities of a company about which you may have potential inside information, ask yourself the following questions:
    Is the information material?
 
    Is this information that an investor would consider important in making his or her investment decisions?
 
    Is this information that would substantially affect the market price of the securities if generally disclosed?
 
    Is the information non-public?
 
    To whom has this information been provided?
 
    Has the information been effectively communicated to the marketplace (e.g., published in Reuters , The Wall Street Journal or other publications of general circulation)?
If, after consideration of these questions, you believe that the information may be material and non-public, or if you have questions as to whether the information is material and non-public, you should take the following steps:
  (i)   Report the matter immediately to the designated Compliance Officer, or if he or she is not available, to the Legal Department.
 
  (ii)   Do not purchase or sell the securities on behalf of yourself or others, including investment companies or private accounts managed by Franklin Templeton Investments.

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  (iii)   Do not communicate the information inside or outside Franklin Templeton Investments , other than to the Compliance Officer or the Legal Department.
 
  (iv)   The Compliance Officer shall immediately contact the Legal Department for advice concerning any possible material, non-public information.
 
  (v)   After the Legal Department has reviewed the issue and consulted with the Compliance Officer, you will be instructed either to continue the prohibitions against trading and communication noted in (ii) and (iii), or you will be allowed to trade and communicate the information.
 
  (vi)   In the event the information in your possession is determined by the Legal Department or the Compliance Officer to be material and non-public, it may not be communicated to anyone, including persons within Franklin Templeton Investments, except as provided in (i) above. In addition, care should be taken so that the information is secure. For example, files containing the information should be sealed and access to computer files containing material non-public information should be restricted to the extent practicable. Securities for which there is material, non-public information shall be placed on the personal trading restricted list for a timeframe determined by the Compliance Officer.
      2. Restricting Access to Other Sensitive Information
     All Franklin Templeton Investments personnel also are reminded of the need to be careful to protect from disclosure other types of sensitive information that they may obtain or have access to as a result of their employment or association with Franklin Templeton Investments.
H. General Access Control Procedures
          Franklin Templeton Investments has established a process by which access to company files that may contain sensitive or non-public information such as the Bargain List and the Source of Funds List is carefully limited. Since most of the Franklin Templeton Group files, which contain sensitive information, are stored in computers, personal identification numbers, passwords and/or code access numbers are distributed to Franklin Templeton Investments computer Access Persons only. This activity is monitored on an ongoing basis. In addition, access to certain areas likely to contain sensitive information is normally restricted by access codes.

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FAIR DISCLOSURE POLICIES AND PROCEDURES
A. What is Regulation FD?
Regulation FD under the Securities Exchange Act of 1934, as amended, prohibits certain persons associated with FRI, its affiliates, and its subsidiaries (FRI together with its affiliates and subsidiaries, collectively, “FTI”), closed-end funds advised by an investment advisory subsidiary of FRI (“FTI Closed-End Funds”) and certain persons associated with the FTI investment advisers to the FTI Closed-End Funds, from selectively disclosing material nonpublic information about FRI or the FTI Closed-End Funds or their respective securities to certain securities market professionals and security holders. Regulation FD is designed to promote the full and fair disclosure of information by issuers such as FRI and the FTI Closed-End Funds.
The scope of Regulation FD is limited. Regulation FD applies to FRI and FTI Closed-End Funds, but does not apply to open-end investment companies managed by FTI investment advisers. Regulation FD also does not apply to all communications about FRI or FTI Closed-End Funds with outside persons. Rather, Regulation FD applies only to communications to securities market professionals and to any security holder of FRI or FTI Closed-End Funds under circumstances in which it is reasonably foreseeable that such security holder will trade on the basis of the information. In addition, Regulation FD does not apply to all employees and officers. It only applies to certain senior officials (directors, executive officers, investor relations or public relations officers, or other persons of similar functions) of FRI and the FTI investment advisers to the FTI Closed-End Funds and any other officer, employee or agent of FRI and the FTI Closed-End Funds. Consequently, Regulation FD and the Franklin Templeton Investments Fair Disclosure Policies and Procedures (the “Policies and Procedures”) will not apply to a variety of legitimate, ordinary-course business communications with customers, vendors, government regulators, etc. or to disclosures made to the public media. Irrespective of Regulation FD, all FTI personnel must comply with the “Franklin Templeton Investment Policy Statement on Insider Trading” and should be aware that disclosure of material nonpublic information to another person may constitute a form of illegal insider trading called “tipping.”
B. FTI’s Corporate Policy for Regulation FD
FTI is committed to being fully compliant with Regulation FD. It is not the intention of these Policies and Procedures, however, to interfere with legitimate, ordinary-course business communications or disclosures made to the public media or governmental agencies and excluded from Regulation FD. FTI believes it is in its best interest to maintain an active and open dialogue with securities market professionals, security holders and investors regarding FRI and the FTI Closed-End Funds. In compliance with Regulation FD, FTI will continue to provide current and potential security holders access to key information reasonably required for making an informed decision on whether to invest in shares of FRI or FTI Closed-End Funds. FTI personnel will make appropriate announcements and conduct interviews about FRI and FTI Closed-End Funds with the media, in accordance with Corporate Communication’s policies and procedures regarding such announcements or interviews and in compliance with Regulation FD.
C. General Provisions of Regulation FD
           Whenever :
  1)   an issuer, or person acting on its behalf (i.e. any senior official of FRI or the FTI investment adviser to an FTI Closed-End Fund, or any other officer, employee or agent of FRI or an FTI Closed-End Fund who regularly communicates with securities professionals or security holders of FRI or the FTI Closed-End Fund, or any employee directed to make a disclosure by a member of senior management)

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  2)   discloses any material non-public information (see below under Frequently Asked Questions for a discussion of “materiality” and “non-public” information)
 
  3)   to certain specified persons (generally, securities market professionals or security holders of FRI or an FTI Closed-End Fund under circumstances in which it is reasonably foreseeable that such security holders will trade on the basis of the information)
 
      Then :
 
  (4)   the issuer shall make public disclosure of that same information:
    simultaneously (for intentional disclosures), or
 
    promptly (for non-intentional disclosures).
 
      In the case of non-intentional disclosures, “promptly” means as soon as reasonably practicable (but in no event longer than 24 hours (or the commencement of the next day’s trading on the NYSE, whichever is later), after a senior official of FRI or the FTI investment adviser to the applicable FTI Closed-End Fund learns that there has been a non-intentional disclosure and knows, or is reckless in not knowing, that the information is both material and non-public.
D. Persons to whom selective disclosure may not be made:
  (1)   broker-dealers and their associated persons;
 
  (2)   investment advisers, certain institutional investment managers and their associated persons,
 
  (3)   investment companies , hedge funds and their affiliated persons, and
 
  (4)   holders of securities of FRI or an FTI Closed-End Fund , under circumstances in which it is reasonably foreseeable that the person would purchase or sell such securities on the basis of the information.
Regulation FD is designed to cover sell-side analysts, buy-side analysts, large institutional investment managers, and other market professionals who may be likely to trade on the basis of selectively disclosed information.
E. Exclusions from Regulation FD
Certain disclosures are excluded from the coverage of Regulation FD:
  (1)   communications to “temporary insiders” who owe a duty of trust or confidence to the issuer (i.e. attorneys, investment bankers, or accountants);
 
  (2)   communications to any person who expressly agrees to maintain the information in confidence (e.g., disclosures by a public company to private investors in private offerings following an agreement to maintain the confidentiality of the information received);
 
  (3)   communications to an entity whose primary business is the issuance of credit ratings, provided the information is disclosed solely for the purpose of developing a credit rating and the entity’s ratings are publicly available; and
 
  (4)   communications made in connection with most offerings of securities registered under the Securities Act of 1933.

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F. Methods of Public Disclosure:
Regulation FD provides that an issuer’s disclosure obligation may be met by any method or combination of methods of disclosure reasonably designed to provide broad, non-exclusionary distribution of the information to the public. Acceptable methods of public disclosure include:
    Furnishing or filing with the SEC a Form 8-K (not applicable to closed-end investment companies);
 
    press releases distributed through a widely circulated news or wire service; or
 
    announcements made through press conferences or conference calls that interested members of the public may attend or listen to either in person, by telephonic transmission, or by other electronic transmission (including use of the Internet), of which the public has adequate advance notice and means of access.
Posting of new information on issuer’s own website is not by itself a sufficient method of public disclosure. It may be used in combination with other methods.
G. Training
Appropriate training will be provided to certain employees identified as follows:
    Corporate Communications Department
 
    Portfolio managers of FTI Closed-End Funds and their assistants;
 
    Managers and supervisors of Customer Service Representatives.
As a part of this training, each employee will be notified that they should not communicate on substantive matters involving FRI or the FTI Closed-End Funds except in accordance with these Policies and Procedures.
H. Reporting Consequences
FTI personnel must promptly report to their supervisor or the Code of Ethics Administration Department any violations of these Policies and Procedures. Any violation of these Policies and Procedures may result in disciplinary action, up to and including termination of employment and/or referral to appropriate governmental agencies.
I. Questions
All inquiries regarding these Policies and Procedures should be addressed to Barbara Green, Vice President, Deputy General Counsel and Secretary of FRI (650-525-7188), or Jim Davis, Director of Global Compliance (650-312-2832).
J. Frequently Asked Questions
    When is disclosure considered intentional within the meaning of Regulation FD and when is disclosure considered non-intentional?
 
    Under Regulation FD, selective disclosure is considered intentional when the issuer (or person acting on its behalf) knows, or is reckless in not knowing, that the information disclosed is BOTH material and non-public. A non-intentional disclosure would be the inadvertent disclosure of material non-public information (i.e., a senior official later determines that the same information was not previously public or was material). For example, non-intentional selective disclosures may occur when senior officials inadvertently disclose material information in response to questions from analysts or security holders or when a decision is made to selectively disclose

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    information that the company does not view as material but the market moves in response to the disclosure.
    What is non-public information?
 
    Information is non-public if it has not been disseminated in a manner making it available to investors generally.
    What is material information?
 
    The Supreme Court has held that a fact is material if there is a substantial likelihood that it would have been viewed by the reasonable investor as having significantly altered the ‘total mix’ of information made available. Another way of considering whether information is material is if there is a substantial likelihood that a reasonable person would consider it important in deciding whether to buy or sell shares.
    Are there specific types of information that are considered material?
 
    There is no bright line test to determine materiality. However, below is a list of items that should be reviewed carefully to determine whether they are material.
    An impending departure of a portfolio manager who is primarily responsible for day-to-day management of an FTI Closed-End Fund;
 
    A plan to convert an FTI Closed-End Fund from a closed-end investment company to an open-end investment company;
 
    A plan to merge an FTI Closed-End Fund into another investment company;
 
    Impending purchases or sales of particular portfolio securities;
 
    Information about FRI related to earnings or earnings forecasts;
 
    Mergers, acquisitions, tender offers, joint ventures, or material change in assets;
 
    Changes in control or in management;
 
    Change in auditors or auditor notification that the issuer may no longer rely on an auditor’s audit report;
 
    Events regarding the securities of FRI or an FTI Closed-End Fund - e.g., repurchase plans, stock splits or changes in dividends, calls of securities for redemption, changes to the rights of security holders, and public or private sales of additional securities; and
 
    Bankruptcies or receiverships.
Are all issuer communications covered by Regulation FD?
No. Regulation FD applies only to communications by an issuer’s senior officials and others who regularly communicate with securities market professionals or security holders of the issuer. Regulation FD isn’t intended to apply to persons who are engaged in ordinary-course business communications in connection with the issuer or to interfere with disclosures to the media. However, the traditional disclosure concerns (such as “tipping” material non-public information and leaking disclosure into the market) still apply.
Are communications to the public media covered by Regulation FD?
No. However, an interview with a reporter is not the best way to disseminate material information to the public and is not a method of public disclosure mentioned by the SEC as a means to satisfy Regulation FD.
Are one-on-one discussions with analysts permitted?
Yes. Regulation FD is not intended to undermine the role of analysts in “sifting through and extracting information that may not be significant to the ordinary investor to reach material conclusions.” However, without an agreement from an analyst to maintain material non-public

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information in confidence until the information is made public by the issuer, persons covered by Regulation FD must not disclose material non-public information in one-on-one discussions with an analyst.
May issuers provide guidance on earnings?
Not selectively. Although many issuers have historically provided earnings guidance, the SEC observed in Regulation FD’s adopting release that an issuer that has a private conversation with an analyst in which the issuer provides direct or indirect guidance as to whether earnings will be higher than, lower than or even the same as forecasted will likely violate Regulation FD. Moreover, Regulation FD may be violated simply by confirming in a non-public manner an earnings forecast that is already public, because such confirmation may be material.
K. Supplemental Information — SECs Division of Corporate Finance
The following supplemental information is from the fourth supplement to the telephone interpretation manual of the Division of Corporation Finance of the U.S. Securities and Exchange Commission. It contains interpretations issued by members of the staff of the Division of Corporation Finance in response to telephone inquiries relating to Regulation FD and was last modified by the staff in June of 2001.
    Interpretations Issued October 2000
1. Can an issuer ever confirm selectively a forecast it has previously made to the public without triggering the rule’s public reporting requirements?
Yes. In assessing the materiality of an issuer’s confirmation of its own forecast, the issuer should consider whether the confirmation conveys any information above and beyond the original forecast and whether that additional information is itself material. That may depend on, among other things, the amount of time that has elapsed between the original forecast and the confirmation (or the amount of time elapsed since the last public confirmation, if applicable). For example, a confirmation of expected quarterly earnings made near the end of a quarter might convey information about how the issuer actually performed. In that respect, the inference a reasonable investor may draw from such a confirmation may differ significantly from the inference he or she may have drawn from the original forecast early in the quarter. The materiality of a confirmation also may depend on, among other things, intervening events. For example, if it is clear that the issuer’s forecast is highly dependent on a particular customer and the customer subsequently announces that it is ceasing operations, a confirmation by the issuer of a prior forecast may be material.
We note that a statement by an issuer that it has “not changed,” or that it is “still comfortable with,” a prior forecast is no different than a confirmation of a prior forecast. Moreover, under certain circumstances, an issuer’s reference to a prior forecast may imply that the issuer is confirming the forecast. If, when asked about a prior forecast, the issuer does not want to confirm it, the issuer may simply wish to say “no comment.” If an issuer wishes to refer back to the prior estimate without implicitly confirming it, the issuer should make clear that the prior estimate was as of the date it was given and is not being updated as of the time of the subsequent statement.
2. Does Regulation FD create a duty to update?
No. Regulation FD does not change existing law with respect to any duty to update.

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3. If an issuer wants to make public disclosure of material nonpublic information under Regulation FD by means of a conference call, what information must the issuer provide in the notice and how far in advance should notice be given?
An adequate advance notice under Regulation FD must include the date, time, and call-in information for the conference call.
Issuers also should consider the following non-exclusive factors in determining what constitutes adequate advance notice of a conference call:
    Timing: Public notice should be provided a reasonable period of time ahead of the conference call. For example, for a quarterly earnings announcement that the issuer makes on a regular basis, notice of several days would be reasonable. We recognize, however, that the period of notice may be shorter when unexpected events occur and the information is critical or time sensitive.
 
    Availability: If a transcript or re-play of the conference call will be available after it has occurred, for instance via the issuer’s website, we encourage issuers to indicate in the notice how, and for how long, such a record will be available to the public.
4. Can an issuer satisfy Regulation FD’s public disclosure requirement by disclosing material nonpublic information at a shareholder meeting that is open to all shareholders, but not to the public?
No. If a shareholder meeting is not accessible by the public, an issuer’s selective disclosure of material nonpublic information at the meeting would not satisfy Regulation FD’s public disclosure requirement.
5. Could an Exchange Act filing other than a Form 8-K , such as a Form 10-Q or proxy statement, constitute public disclosure?
Yes. In general, including information in a document publicly filed on EDGAR with the SEC within the time frames that Regulation FD requires would satisfy the rule. In considering whether that disclosure is sufficient, however, companies must take care to bring the disclosure to the attention of readers of the document, must not bury the information, and must not make the disclosure in a piecemeal fashion throughout the filing.
6. For purposes of Regulation FD, must an issuer wait some period of time after making a filing or furnishing a report on EDGAR that complies with the Exchange Act before making disclosure of the same information to a select audience?
Prior to making disclosure to a select audience, the issuer need only confirm that the filing or furnished report has received a filing date (as determined in accordance with Rules 12 and 13 of Regulation S-T) that is no later than the date of the selective disclosure.

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7. Can an issuer ever review and comment on an analyst’s model privately without triggering Regulation FD’s disclosure requirements?
Yes. It depends on whether, in so doing, the issuer communicates material nonpublic information. For example, an issuer ordinarily would not be conveying material nonpublic information if it corrected historical facts that were a matter of public record. An issuer also would not be conveying such information if it shared seemingly inconsequential data which, pieced together with public information by a skilled analyst with knowledge of the issuer and the industry, helps form a mosaic that reveals material nonpublic information. It would not violate Regulation FD to reveal this type of data even if, when added to the analyst’s own fund of knowledge, it is used to construct his or her ultimate judgments about the issuer. An issuer may not, however, use the discussion of an analyst’s model as a vehicle for selectively communicating — either expressly or in code — material nonpublic information.
8. During a nonpublic meeting with analysts, an issuer’s CEO provides material nonpublic information on a subject she had not planned to cover. Although the CEO had not planned to disclose this information when she entered the meeting, after hearing the direction of the discussion, she decided to provide it, knowing that the information was material and nonpublic. Would this be considered an intentional disclosure that violated Regulation FD because no simultaneous public disclosure was made?
Yes. A disclosure is “intentional” under Regulation FD when the person making it either knows, or is reckless in not knowing, that the information he or she is communicating is both material and nonpublic. In this example, the CEO knew that the information was material and nonpublic, so the disclosure was “intentional” under Regulation FD, even though she did not originally plan to make it.
9. May an issuer provide material nonpublic information to analysts as long as the analysts expressly agree to maintain confidentiality until the information is public?
Yes.
10. If an issuer gets an agreement to maintain material nonpublic information in confidence, must it also get the additional statement that the recipient agrees not to trade on the information in order to rely on the exclusion in Rule  100(b)(2)(ii) of Regulation FD?
No. An express agreement to maintain the information in confidence is sufficient. If a recipient of material nonpublic information subject to such a confidentiality agreement trades or advises others to trade, he or she could face insider trading liability.
11. If an issuer wishes to rely on the confidentiality agreement exclusion of Regulation FD, is it sufficient to get an acknowledgment that the recipient of the material nonpublic information will not use the information in violation of the federal securities laws?
No. The recipient must expressly agree to keep the information confidential.

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12. Must road show materials in connection with a registered public offering be disclosed under Regulation FD?
Any disclosure made “in connection with” a registered public offering of the type excluded from Regulation FD is not subject to Regulation FD. That includes road shows in those offerings. All other road shows are subject to Regulation FD in the absence of another applicable exclusion from Regulation FD. For example, a disclosure in a road show in an unregistered offering is subject to Regulation FD. Also, a disclosure in a road show made while the issuer is not in registration and is not otherwise engaged in a securities offering is subject to Regulation FD. If, however, those who receive road show information expressly agree to keep the material nonpublic information confidential, disclosure to them is not subject to Regulation FD.
13. Can an issuer disclose material nonpublic information to its employees (who may also be shareholders) without making public disclosure of the information?
Yes. Rule 100(b)(1) states that Regulation FD applies to disclosures made to “any person outside the issuer.” Regulation FD does not apply to communications of confidential information to employees of the issuer. An issuer’s officers, directors, and other employees are subject to duties of trust and confidence and face insider trading liability if they trade or tip.
14. If an issuer has a policy that limits which senior officials are authorized to speak to persons enumerated in Rule  100(b)(1)(i) — (b)(1)(iv), will disclosures by senior officials not authorized to speak under the policy be subject to Regulation FD?
No. Selective disclosures of material nonpublic information by senior officials not authorized to speak to enumerated persons are made in breach of a duty of trust or confidence to the issuer and are not covered by Regulation FD. Such disclosures may, however, trigger liability under existing insider trading law.
15. A publicly traded company has decided to conduct a private placement of shares and then subsequently register the resale by those shareholders on a Form S-3 registration statement. The company and its investment bankers conduct mini-road shows over a three-day period during the private placement. Does the resale registration statement filed after completion of the private placement affect whether disclosure at the road shows is covered by Regulation FD?
No. The road shows are made in connection with an offering by the issuer that is not registered (i.e., the private placement), regardless of whether a registration statement is later filed for an offering by those who purchased in the private placement.
    Additional Interpretations Issued December 2000
1. Does the mere presence of the press at an otherwise non-public meeting attended by persons outside the issuer described in paragraph (b)(1) of Rule 100 under Regulation FD render the meeting public for purposes of Regulation FD?

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Regulation FD states that a company can make public disclosure by filing or furnishing a Form 8-K or by disseminating information through another method (or combination of methods) that is reasonably designed to provide broad, non-exclusionary distribution of the information to the public. Some companies may attempt to satisfy the latter method for public dissemination by merely having the press in attendance at a meeting to which the public is not invited or otherwise present. If it is attended by persons outside the issuer described in paragraph (b)(1) of Rule 100 under Regulation FD and if it is not otherwise public, the meeting will not necessarily be deemed public for purposes of Regulation FD by the mere presence of the press at the meeting. Whether or not the meeting would be deemed public would depend, among other things, on when, what and how widely the press reports on the meeting.
2. Is Regulation FD intended to replace the practice of using a press release to disseminate earnings information in advance of a conference call or webcast at which earnings information will be discussed?
No. In adopting Regulation FD, the Commission specifically indicated that it did not intend the regulation to alter or supplant the rules of self-regulatory organizations with respect to the use of press releases to announce material developments. In this regard, the Commission specifically endorsed a model for the planned disclosure of material information, such as earnings, in which the conference call or webcast is preceded by a press release containing the earnings information.

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Supplemental Memorandum on Chinese Wall Policy
As revised August, 2004
The following revised memorandum updates the memo, dated November 19, 1999, and reflects changes to the Advisory Groups. The memorandum sets forth FTI’s policies and procedures for restricting the flow of “Investment Information” and erecting barriers to prevent the flow of such “Investment Information” (the “Chinese Wall”) between the following Advisory Groups:
1.   Franklin Templeton Advisory Group (“Franklin Templeton”);
 
2.   Franklin Floating Rate Trust Advisory Group (“Floating Rate”); and
 
3.   Franklin Mutual Advisory Group (“Franklin Mutual”)
     “Investment Information” of each respective Advisory Group is information relating to:
    actual and proposed trading on behalf of clients of the Advisory Group;
 
    current and prospective Advisory Group client portfolio positions; and
 
    investment research related to current and prospective positions.
Specifically, under the Chinese Wall, access persons 13 from these Advisory Groups (as defined in Appendix A) are prohibited from having access to Investment Information of an Advisory Group other than his or her own Advisory Group with the following exception: Access persons to Floating Rate may have access to Investment Information of Franklin Templeton, but access persons to Franklin Templeton may not have access to Floating Rate.
The Chinese Wall applies to all access persons, including part-time employees, and consultants, and are in addition to those obligations prescribed by the Franklin Templeton Group’s Code of Ethics (the “Code of Ethics”).
Questions regarding these procedures should be directed to the attention of the Director, Legal Global Compliance, Legal Department, San Mateo, California at (650) 312-2832 or e-mailed to jdavis@frk.com.
GENERAL PROCEDURES
Confidentiality . Access persons within one Advisory Group (e.g., Franklin Templeton) may not disclose Investment Information to access persons of the other Advisory Group (e.g., Franklin Mutual). Any communication of Investment Information outside an Advisory Group should be limited to persons (such as Accounting, Investment Operations, Legal and Compliance personnel) who have a valid “need to know” such information and each of whom is specifically prohibited from disclosing Investment Information from one to another except when necessary for regulatory purposes. Nothing contained herein is designed to prohibit the proper exchange of accounting, operational, legal or compliance information among such persons in the normal course of performing his or her duties.
 
13   The definition of access person is the same as that contained in the Code of Ethics.

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Discussions . Access persons within one Advisory Group shall avoid discussing Investment Information in the presence of persons who do not have a need to know the information. Extreme caution should be taken with discussions in public places such as hallways, elevators, taxis, airplanes, airports, restaurants, and social gatherings. Avoid discussing confidential information on speakerphones. Mobile telephones should be used with great care because they are not secure.
Access . Access persons should limit physical access to areas where confidential or proprietary information may be present or discussed. Only persons with a valid business reason for being in such an area should be permitted. In this regard, meetings with personnel who are not members of the same Advisory Group should be conducted in conference rooms rather than employee offices. Work on confidential projects should take place in areas that are physically separate and secure.
Outside Inquiries . Any person not specifically authorized to respond to press or other outside inquiries concerning a particular matter shall refer all calls relating to the matter to the attention of the Director, Corporate Communications, Franklin Templeton Investments, in San Mateo, California, at (650) 312-4701.
Documents and Databases . Confidential documents should not be stored in common office areas where they may be read by unauthorized persons. Such documents shall be stored in secure locations and not left exposed overnight on desks or in workrooms.
Confidential databases and other confidential information accessible by computer shall be protected by passwords or otherwise secured against access by unauthorized persons.
Faxing, Mailing and Emailing Procedures . Confidential documents shall not be faxed, e-mailed or sent via interoffice or other mailto locations where they may be read by unauthorized persons, including to other FRI offices outside the Advisory Group, unless steps have been taken to remove or redact any confidential information included in such documents. Prior to faxing a document that includes confidential information, the sender shall confirm that the recipient is attending the machine that receives such documents.
THE CHINESE WALL
General . FRI has adopted the Chinese Wall to separate investment management activities conducted by certain investment advisory subsidiaries of FRI. The Chinese Wall may be amended or supplemented from time to time by memoranda circulated by the Global Compliance Department.
Chinese Wall Restrictions . Except in accordance with the Wall-crossing procedures described below or in accordance with such other procedures as may be developed by the Global Compliance Department for a particular department or division:
  No access person in any Advisory Group (as defined in Appendix A) shall disclose Investment Information to any access person in the any other Advisory Group, or give such access persons access to any file or database containing such Investment Information; and
 
  No access person in any Advisory Group shall obtain or make any effort to obtain Investment Information within the any other Advisory Group from any person.

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An access person who obtains Investment Information of an Advisory Group other than his or her own in a manner other than in accordance with the Chinese Wall procedures described herein, shall immediately notify an appropriate supervisory person in his or her department who, in turn, should consult with the Global Compliance Department concerning what, if any, action should be taken. Unless expressly advised to the contrary by the Global Compliance Department, such employee shall refrain from engaging in transactions in the related securities or other securities of the related issuer for any account and avoid further disclosure of the information.
Crossing Procedures . Disclosure of Investment Information of one Advisory Group to an access person in another Advisory Group on a “need to know” basis in the performance of his or her duties, should be made only if absolutely necessary. In such instance, the disclosure of such information may be made only in accordance with the specific procedures set forth below.
An access person within one Advisory Group must obtain prior approval from the Global Compliance Department before making any disclosure of Investment Information to an access person within the other Advisory Group.
Before approval is granted, the Global Compliance Department must be notified in writing by an Executive Officer within the Advisory Group (the “Originating Group”) which proposes to cross the Chinese Wall of (1) the identity of the Advisory Group access person(s) who are proposed to cross the Chinese Wall, (2) the identity of the access person(s) in the other Advisory Group (the “Receiving Group”) who are proposed to receive the Investment Information, (3) the applicable issuer(s), (4) the nature of the information to be discussed, and (5) the reason for crossing the Chinese Wall. The form of notice is attached to this Memorandum as Appendix B.
The Global Compliance Department will notify an Executive Officer within the Receiving Group of the identity of the access person(s) who are proposed to cross the Chinese Wall. The Global Compliance Department may not disclose any additional information to such person.
If approval is obtained from an Executive Officer within the Receiving Group, the Global Compliance Department will notify the requesting Executive Officer in the Originating Group that the proposed Wall-crosser(s) may be contacted. Personnel from the Global Compliance Department or their designees must attend all meetings where Wall-crossing communications are made. Communications permitted by these crossing procedures shall be conducted in a manner not to be overheard or received by persons not authorized to receive confidential information.
A record of Wall-crossings will be maintained by the Global Compliance Department.
An access person who has crossed the Chinese Wall under these procedures must maintain the confidentiality of the Investment Information received and may use it only for the purposes for which it was disclosed.
Any questions or issues arising in connection with these crossing procedures will be resolved between the appropriate Executive Officers(s), the Global Compliance Department and the Legal Department.

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APPENDIX A
As of JUNE 2004
FRANKLIN TEMPLETON INVESTMENT’S ADVISORY GROUPS
1.   FRANKLIN/TEMPLETON ADVISORY GROUP
Franklin Advisers, Inc.
Franklin Advisory Services, LLC
Franklin Investment Advisory Services, Inc.
Franklin Private Client Group, Inc.
Franklin Templeton Alternative Strategies, Inc.
Franklin Templeton Asset Management S.A. (France)
Franklin Templeton Fiduciary Bank & Trust Ltd. (Bahamas)
Franklin Templeton Institutional Asia Limited (Hong Kong)
Franklin Templeton Institutional, LLC
Franklin Templeton Investments Corp (Canada)
Franklin Templeton Investment Management, Limited (UK)
Franklin Templeton Investment Trust Management Co., Ltd. (Korea)
Franklin Templeton Investments Japan, Ltd.
Franklin Templeton Investments (Asia) Limited (Hong Kong)
Franklin Templeton Investments Australia Limited
Franklin Templeton Italia Societa di Gestione del Risparimo per Azioni (Italy)
Templeton/Franklin Investment Services, Inc.
Templeton Investment Counsel, LLC
Templeton Asset Management, Limited.
Templeton Global Advisors Limited (Bahamas)
Franklin Templeton Asset Management (India) Pvt. Ltd.
Fiduciary Trust Company International (NY)
Fiduciary International, Inc.
Fiduciary Investment Management International, Inc.
Fiduciary International Ireland Limited (Ireland)
Fiduciary Trust International Limited (UK)
Fiduciary Trust International of California
Fiduciary Trust International of Delaware
Fiduciary Trust International of the South (Florida)
FTI — Banque Fiduciary Trust (Switzerland)
2.   FRANKLIN FLOATING RATE TRUST ADVISORY GROUP
3.   FRANKLIN MUTUAL ADVISORY GROUP
Franklin Mutual Advisers, LLC

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APPENDIX B
M E M O R A N D U M
         
TO:  
The Global Compliance Department — San Mateo
         
FROM:  
 
         
RE:  
Chinese Wall Crossing
         
DATE:  
 
The following access person(s)
                 
Name     Title     Department
               
 
 
                 
 
                 
 
within the                                                                Advisory Group are proposing to cross the Chinese Wall and communicate certain Investment Information to the access persons within the                                           Advisory Group identified below.
                 
Name     Title     Department
               
 
 
                 
 
                 
 
Such access person(s) will cross the Chinese Wall with respect to the following issuer:
 
 
 
The following is a description of the nature of the information to be discussed by such access person(s):
 
 
 
             
APPROVED:
           
 
           
 
  Executive Officer (Originating Group)       Executive Officer (Receiving Group)

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Exhibit (p)(xi)
GOLDMAN, SACHS & CO.
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL
GOLDMAN SACHS HEDGE FUND STRATEGIES LLC
GS INVESTMENT STRATEGIES, LLC
CODE OF ETHICS
Effective January 23, 1991
(as revised January 23, 2007)
I.   DEFINITIONS
  A.   “Access Person” with respect to Goldman, Sachs & Co. (“GS&Co.”), the principal underwriter of any Investment Company (as defined below), means any director, officer or general partner who, in the ordinary course of business, makes, participates in or obtains information regarding the purchase or sale of Covered Securities by any Investment Company or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Investment Company regarding the purchase or sale of Covered Securities.
 
      “Access Person” with respect to Goldman Sachs Asset Management, L.P. (“GSAM”), Goldman Sachs Asset Management International (“GSAMI”), Goldman Sachs Hedge Fund Strategies LLC (“HFS”) and GS Investment Strategies, LLC (“GSIS”) means any of their Supervised Persons (as defined below) who: (1) has access to (a) non-public information regarding any client’s purchase or sale of securities, or (b) non-public information regarding the portfolio holdings of any Reportable Fund (as defined below) or (2) is involved in making securities recommendations to clients or who has access to such recommendations that are non-public. For these purposes, all GSAM, GSAMI, HFS and GSIS directors, officers and partners are considered to be Access Persons. In addition, “Access Person” means (1) any employee of GSAM, GSAMI, HFS or GSIS (and any director, officer, general partner or employee of any company in a control relationship to GSAM, GSAMI, HFS or GSIS) who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of a Covered Security by an Investment Company, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (2) any natural person in a control relationship to the Adviser who obtains information concerning the recommendations made to an Investment Company with regard to the purchase or sale of a Covered Security by an Investment Company.

 


 

  B.   “Adviser” means each of GSAM, GSAMI, HFS and GSIS and, so long as it serves as principal underwriter to any Investment Company, the Goldman Sachs Asset Management unit of GS&Co.
 
  C.   “Automatic Investment Plan” means 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.
 
  D.   “Beneficial Ownership” of a security shall be interpreted in the same manner as it would be under Rule 16a-1 (a) (2) under the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), in determining whether a person is the beneficial owner of a security for purposes of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.
 
  E.   “Board of Trustees” means the board of trustees, directors or managers, including a majority of the disinterested trustees/directors/managers, of any Investment Company for which an Adviser serves as an investment adviser, sub-adviser or principal underwriter.
 
  F.   “Control” shall have the same meaning as that set forth in Section 2(a)(9) of the Investment Company Act of 1940, as amended (the “Investment Company Act”). Section 2(a)(9) generally 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.
 
  G.   “Covered Security” means a security as defined in Section 202(a)(18) of the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”) or Section 2(a)(36) of the Investment Company Act, and open-end ETF shares and UIT ETF shares, except that it does not include: (1) direct obligations of the Government of the United States; (2) banker’s acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments (any instrument having a maturity at issuance of less than 366 days and that is in one of the two highest rating categories of a nationally recognized statistical rating organization), including repurchase agreements; (3) shares issued by money market funds registered under the Investment Company Act; (4) shares issued by open-end investment companies registered under the Investment Company Act other than Reportable Funds; and (5) shares issued by unit investment trusts that are invested exclusively in one or more open-end investment companies registered under the Investment Company Act, none of which are Reportable Funds.
 
  H.   “Exchange-traded fund (ETF)” means an investment company registered under the Investment Company Act as a unit investment trust (“UIT ETF”) or as an open-end investment company (“open-end ETF”) that is comprised of a basket of securities to replicate a securities index or subset of securities underlying an

 


 

    index. ETFs are traded on securities exchanges and in the over-the-counter markets intra-day at negotiated prices.
 
  I.   “Federal Securities Laws” means the Securities Act of 1933, the Securities Exchange Act, the Sarbanes-Oxley Act of 2002, the Investment Company Act, the Investment Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Securities and Exchange Commission (the “Commission”) under any of these statutes, the Bank Secrecy Act as it applies to investment companies and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.
 
  J.   “Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act.
 
  K.   “Investment Company” means a company registered as such under the Investment Company Act, or any series thereof, for which the Adviser is the investment adviser, sub-adviser or principal underwriter.
 
  L.   “Investment Personnel” of the Adviser means (i) any employee of the Adviser (or of any company in a control relationship to the Adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by an Investment Company or (ii) any natural person who controls the Adviser and who obtains information concerning recommendations made to an Investment Company regarding the purchase or sale of securities by an Investment Company.
 
  M.   A “Limited Offering” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505 or Rule 506 under the Securities Act of 1933.
 
  N.   “Purchase or sale of Covered Security” includes, among other things, the writing of an option to purchase or sell a Covered Security or any security that is exchangeable for or convertible into another Covered Security.
 
  O.   “Reportable Fund” means any investment company registered under the Investment Company Act for which the Adviser serves as an investment adviser as defined in Section 2(a)(20) of the Investment Company Act or any investment company registered under the Investment Company Act whose investment adviser or principal underwriter controls the Adviser, is controlled by the Adviser or is under common control with the Adviser.
 
  P.   “Review Officer” means the officer of the Adviser designated from time to time by the Adviser to receive and review reports of purchases and sales by Access Persons. The term “Alternative Review Officer” means the officer of the Adviser

 


 

      designated from time to time by the Adviser to receive and review reports of purchases and sales by the Review Officer, and who shall act in all respects in the manner prescribed herein for the Review Officer. It is recognized that a different Review Officer and Alternative Review Officer may be designated with respect to each Adviser.
 
  Q.   “Supervised Person” means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of GSAM, GSAMI, HFS or GSIS or other person who provides investment advice on behalf of GSAM, GSAMI, HFS or GSIS and is subject to the supervision and control of GSAM, GSAMI, HFS or GSIS.
 
  R.   A security is “being considered for purchase or sale” when a recommendation to purchase or sell a security has been made and communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation. With respect to an analyst of the Adviser, the foregoing period shall commence on the day that he or she decides to recommend the purchase or sale of the security to the Adviser for an Investment Company.
 
  S.   A security is “held or to be acquired” if within the most recent 15 days it (1) is or has been held by the Investment Company, or (2) is being or has been considered by the Adviser for purchase by the Investment Company, and (3) includes any option to purchase or sell and any security convertible into or exchangeable for a security described in (1) or (2).
II.   LEGAL REQUIREMENTS
     Section 17(j) of the Investment Company Act provides, among other things, that it is unlawful for any affiliated person of the Adviser to engage in any act, practice or course of business in connection with the purchase or sale, directly or indirectly, by such affiliated person of any security held or to be acquired by an Investment Company in contravention of such rules and regulations as the Commission may adopt to define and prescribe means reasonably necessary to prevent such acts, practices or courses of business as are fraudulent, deceptive or manipulative. Pursuant to Section 17(j), the Commission has adopted Rule 17j-1 which provides, among other things, that it is unlawful for any affiliated person of the Adviser in connection with the purchase or sale, directly or indirectly, by such person of a Covered Security held or to be acquired by an Investment Company:
  (1)   To employ any device, scheme or artifice to defraud such Investment Company;
 
  (2)   To make any untrue statement of a material fact to such Investment Company or omit to state a material fact necessary in order to make the statements made to such Investment Company, in light of the circumstances under which they are made, not misleading;

 


 

  (3)   To engage in any act, practice, or course of business that operates or would operate as a fraud or deceit upon any such Investment Company; or
 
  (4)   To engage in any manipulative practice with respect to such Investment Company.
     Similarly, Section 206 of the Investment Advisers Act provides that it is unlawful for any investment adviser, directly or indirectly:
  (1)   To employ any device, scheme or artifice to defraud any client or prospective client;
 
  (2)   To engage in any transaction, practice or course of business which operates as a fraud or deceit upon any client or prospective client; or
 
  (3)   To engage in any act, practice or course of business which is fraudulent, deceptive or manipulative.
In addition, Section 204A of the Investment Advisers Act requires the Adviser to establish written policies and procedures reasonably designed to prevent the misuse in violation of the Investment Advisers Act or Securities Exchange Act or rules or regulations thereunder of material, non-public information by the Adviser or any person associated with the Adviser. Pursuant to Section 204A, the Commission has adopted Rule 204A-1 which requires the Adviser to maintain and enforce a written code of ethics.
III.   STATEMENT OF POLICY
     It is the policy of the Adviser that the Adviser and its Supervised Persons shall comply with applicable Federal Securities Laws and that no Supervised Person shall engage in any act, practice or course of conduct that would violate the provisions of Rule 17j-1 under the Investment Company Act or Sections 204 and 206 of the Investment Advisers Act. No Supervised Person shall engage in, or permit anyone within his or her control to engage in, any act, practice or course of conduct which would operate as a fraud or deceit upon, or constitute a manipulative practice with respect to, an Investment Company or other investment advisory clients or an issuer of any security owned by an Investment Company or other investment advisory clients. In addition, the fundamental position of the Adviser is, and has been, that each Access Person shall place at all times the interests of each Investment Company and its shareholders and all other investment advisory clients first in conducting personal securities transactions. Accordingly, private securities transactions by Access Persons of the Adviser must be conducted in a manner consistent with this Code and so as to avoid any actual or potential conflict of interest or any abuse of an Access Person’s position of trust and responsibility. Further, Access Persons should not take inappropriate advantage of their positions with, or relationship to, any Investment Company, any other investment advisory client, the Adviser or any affiliated company.

 


 

     Without limiting in any manner the fiduciary duty owed by Access Persons to the Investment Companies under the provisions of this Code, it should be noted that purchases and sales may be made by Access Persons in the marketplace of securities owned by the Investment Companies; provided, however, that such securities transactions comply with the spirit of, and the specific restrictions and limitations set forth in, this Code. Such personal securities transactions should also be made in amounts consistent with the normal investment practice of the person involved and with an investment, rather than a trading, outlook. Not only does this policy encourage investment freedom and result in investment experience, but it also fosters a continuing personal interest in such investments by those responsible for the continuous supervision of the Investment Companies’ portfolios. It is also evidence of confidence in the investments made. In making personal investment decisions with respect to any security, however, extreme care must be exercised by Access Persons to ensure that the prohibitions of this Code are not violated. Further, personal investing by an Access Person should be conducted in such a manner so as to eliminate the possibility that the Access Person’s time and attention is being devoted to his or her personal investments at the expense of time and attention that should be devoted to management of an Investment Company’s or other investment advisory client’s portfolio. It bears emphasis that technical compliance with the procedures, prohibitions and limitations of this Code will not automatically insulate from scrutiny personal securities transactions which show a pattern of abuse by an Access Person of his or her fiduciary duty to any Investment Company or other investment advisory clients.
     Every Supervised Person shall promptly report any violation of this Code of Ethics to the Adviser’s chief compliance officer and the Review Officer.
IV. EXEMPTED TRANSACTIONS
     The Statement of Policy set forth above shall be deemed not to be violated by and the prohibitions of Section V.A(1) and (2) of this Code shall not apply to:
  A.   Purchases or sales of securities effected for, or held in, any account over which the Access Person has no direct or indirect influence or control;
 
  B.   Purchases or sales of securities which are not eligible for purchase or sale by an Investment Company or other investment advisory clients;
 
  C.   Purchases or sales of securities which are non-volitional on the part of the Access Person, an Investment Company or other investment advisory clients;
 
  D.   Purchases or sales of securities which are part of an Automatic Investment Plan provided that no adjustment is made by the Access Person to the rate at which securities are purchased or sold, as the case may be, under such a plan during any period in which the security is being considered for purchase or sale by an Investment Company or other investment advisory clients;

 


 

  E.   Purchases of securities effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired;
 
  F.   Tenders of securities pursuant to tender offers which are expressly conditioned on the tender offer’s acquisition of all of the securities of the same class;
 
  G.   Purchases or sales of publicly-traded shares of companies that have a market capitalization in excess of $5 billion;
 
  H.   Chief Investment Officer (“CIO”) signature approved de minimis per day purchases or sales ($50,000 or less) of publicly traded shares of companies that have a 10-day average daily trading volume of at least $1 million, subject to the following additional parameters:
  (1)   Access Persons must submit a current (same day) printout of a Yahoo Finance, Bridge or Bloomberg (or similar service) screen with the minimum 10-day average daily trading volume information indicated;
 
  (2)   No Access Person (together with related accounts) may own more than 1 / 2 of 1% of the outstanding securities of an issuer;
 
  (3)   Multiple trades of up to $50,000 on different days are permitted so long as each day the trade is approved; and
 
  (4)   A security purchased pursuant to this exemption must be held for a minimum of 360 days prior to sale unless it appears on the Adviser’s “$5 billion” Self Pre-Clearance Securities List or normal pre-clearance pursuant to Section VII of this Code is obtained, in which case the security must be held for at least 30 days prior to sale.
  I.   Purchases or sales of securities with respect to which neither an Access Person, nor any member of his or her immediate family as defined in Rule 16a-1(c) under the Exchange Act, has any direct or indirect influence, control or prior knowledge, which purchases or sales are effected for, or held in, a “blind account.” For this purpose, a “blind account” is an account over which an investment adviser exercises full investment discretion (subject to account guidelines) and does not consult with or seek the approval of the Access Person, or any member of his or her immediate family, with respect to such purchases and sales; and
 
  J.   Other purchases or sales which, due to factors determined by the Adviser, only remotely potentially impact the interests of an Investment Company or other investment advisory clients because the securities transaction involves a small number of shares of an issuer with a large market capitalization and high average daily trading volume or would otherwise be very unlikely to affect a highly institutional market.

 


 

V.   PROHIBITED PURCHASES AND SALES
  A.   While the scope of actions which may violate the Statement of Policy set forth above cannot be exactly defined, such actions would always include at least the following prohibited activities:
  (1)   No Access Person shall purchase or sell, directly or indirectly, any Covered Security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership and which to his or her actual knowledge at the time of such purchase or sale the Covered Security:
  (i)   is being considered for purchase or sale by an Investment Company or other investment advisory clients; or
 
  (ii)   is being purchased or sold by an Investment Company or other investment advisory clients.
  (2)   No Access Person shall enter an order for the purchase or sale of a Covered Security which an Investment Company or other investment advisory clients is purchasing or selling or considering for purchase or sale until the later of (i) the day after the Investment Company’s or other investment advisory clients’ transaction in that Covered Security is completed or (ii) such time as the Investment Company or other investment advisory clients is no longer considering the security for purchase or sale, unless the Review Officer determines that it is clear that, in view of the nature of the Covered Security and the market for such Covered Security, the order of the Access Person will not adversely affect the price paid or received by the Investment Company or other investment advisory clients. Any securities transactions by an Access Person in violation of this Subsection 2 must be unwound, if possible, and the profits, if any, will be subject to disgorgement based on the assessment of the appropriate remedy as determined by the Adviser.
 
      The preceding restrictions of this Section V.A(2) are not applicable to particular Access Persons with respect to transactions by Investment Companies or other advisory clients whose trading and holdings information is unavailable to such Access Persons due to the presence of an information barrier. Access Persons in GSIS and the Private Equity Group of GSAM for example, are generally “walled off” from non-public trading and holdings information of the Goldman Sachs Mutual Funds and other advisory clients. As a result, these Access Persons would not be subject to the restrictions of Section V.A(2) with respect to those particular client accounts.

 


 

  (3)   No Access Person shall, in the absence of prior approval by the Review Officer, sell any Covered Security that was purchased, or purchase a Covered Security that was sold, within the prior 30 calendar days (measured on a last-in first-out basis).
  B.   In addition to the foregoing, the following provisions will apply to Access Persons of the Adviser:
  (1)   No Access Person shall reveal to any other person (except in the normal course of his or her duties on behalf of an Investment Company or other investment advisory clients) any information regarding securities transactions by an Investment Company or other investment advisory clients or consideration by an Investment Company or other investment advisory clients or the Adviser of any such securities transaction.
 
  (2)   Access Persons must, as a regulatory requirement and as a requirement of this Code, obtain prior approval before directly or indirectly acquiring beneficial ownership in any securities in an Initial Public Offering or in a Limited Offering. In addition, Access Persons must comply with any additional restrictions or prohibitions that may be adopted by the Adviser from time to time.
  C.   In addition to the foregoing, the following provision will apply to Investment Personnel of the Adviser:
  (1)   No Investment Personnel shall accept any gift or personal benefit valued in excess of such de minimis amount established by the Adviser from time to time in its discretion (currently this amount is $100 annually) from any single person or entity that does business with or on behalf of an Investment Company or other investment advisory clients. Gifts of a de minimis value (currently these gifts are limited to gifts whose reasonable value is no more than $100 annually from any single person or entity), and customary business lunches, dinners and entertainment at which both the Investment Personnel and the giver are present, and promotional items of de minimis value may be accepted. Any solicitation of gifts or gratuities is unprofessional and is strictly prohibited.
 
  (2)   No Investment Personnel shall serve on the board of directors of any publicly traded company, absent prior written authorization and determination by the Review Officer that the board service would be consistent with the interests of the Investment Companies and their shareholders or other investment advisory clients. Such interested Investment Personnel may not participate in the decision for any Investment Company or other investment advisory clients to purchase and sell securities of such company.

 


 

VI.   BROKERAGE ACCOUNTS
     Access Persons are required to direct their brokers to supply for the Review Officer on a timely basis duplicate copies of confirmations of all securities transactions in which the Access Person has a beneficial ownership interest and related periodic statements, whether or not one of the exemptions listed in Section IV applies. If an Access Person is unable to arrange for duplicate copies of confirmations and periodic account statements to be sent to the Review Officer, he or she must immediately notify the Review Officer.
VII.   PRECLEARANCE PROCEDURE
     With such exceptions and conditions as the Adviser deems to be appropriate from time to time and consistent with the purposes of this Code (for example, exceptions based on an issuer’s market capitalization, the amount of public trading activity in a security, the size of a particular transaction or other factors), prior to effecting any securities transactions in which an Access Person has a beneficial ownership interest, the Access Person must receive approval by the Adviser. Any approval is valid only for such number of day(s) as may be determined from time to time by the Adviser. If an Access Person is unable to effect the securities transaction during such period, he or she must re-obtain approval prior to effecting the securities transaction.
     The Adviser will decide whether to approve a personal securities transaction for an Access Person after considering the specific restrictions and limitations set forth in, and the spirit of, this Code of Ethics, including whether the security at issue is being considered for purchase or sale for an Investment Company or other investment advisory clients (taking into account the Access Person’s access to information regarding the transactions and holdings of such Investment Company or other investment advisory client). The Adviser is not required to give any explanation for refusing to approve a securities transaction.
VIII.   REPORTING
  A.   Every Access Person shall report to the Review Officer the information: (1) described in Section VIII-C of this Code with respect to transactions in any Covered Security in which such Access Person has, or by reason of such transaction acquires or disposes of, any direct or indirect beneficial ownership in the Covered Security, and (2) described in Sections VIII-D or VIII-E of this Code with respect to securities holdings beneficially owned by the Access Person.
 
  B.   Notwithstanding Section VIII-A of this Code, an Access Person need not make a report to the extent the information in the report would duplicate information recorded pursuant to Rule 204-2(a)(13) under the Investment Advisers Act or if the report would duplicate information contained in broker trade confirmations or account statements so long as the Adviser receives confirmations or statements no later than 30 days after the end of the applicable calendar quarter. The quarterly transaction reports required under Section VIII-A(1) shall be deemed made with respect to (1) any account where the Access Person has made provision for transmittal of all daily trading information regarding the account to be delivered to

 


 

      the designated Review Officer for his or her review or (2) any account maintained with the Adviser or an affiliate. With respect to Investment Companies for which the Adviser does not act as investment adviser or sub-adviser, reports required to be furnished by officers and trustees or managers of such Investment Companies who are Access Persons of the Adviser must be made under Section VIII-C of this Code and furnished to the designated review officer of the relevant investment adviser.
 
  C.   Quarterly Transaction and New Account Reports. Unless quarterly transaction reports are deemed to have been made under Section VIII-B of this Code, every quarterly transaction 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:
  (1)   The date of the transaction, the title, and as applicable the exchange ticker or CUSIP number, the interest rate and maturity date, class and the number of shares, and the principal amount of each Covered Security involved;
 
  (2)   The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
 
  (3)   The price of the Covered Security at which the transaction was effected;
 
  (4)   The name of the broker, dealer or bank with or through whom the transaction was effected;
 
  (5)   The date that the report was submitted by the Access Person; and
 
  (6)   With respect to any account established by an Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:
  (a)   The name of the broker, dealer or bank with whom the Access Person established the account;
 
  (b)   The date the account was established; and
 
  (c)   The date that the report was submitted by the Access Person.
  D.   Initial Holdings Reports. No later than 10 days after becoming an Access Person, each Access Person must submit a report containing the following information (which information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person):
  (1)   The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of each

 


 

      Covered Security in which the Access Person had any direct or indirect beneficial ownership;
 
  (2)   The name of any broker, dealer or bank with which the Access Person maintained an account in which any securities (not just Covered Securities) were held for the direct or indirect benefit of the Access Person; and
 
  (3)   The date that the report is submitted by the Access Person.
  E.   Annual Holdings Reports . Between January 1 st and January 30 th of each calendar year, every Access Person shall submit the following information (which information must be current as of a date no more than 45 days before the report is submitted):
  (1)   The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership;
 
  (2)   The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities (not just Covered Securities) are held for the direct or indirect benefit of the Access Person; and
 
  (3)   The date that the report is submitted by the Access Person.
  F.   These reporting requirements shall apply whether or not one of the exemptions listed in Section IV applies except that: (1) an Access Person shall not be required to make a report with respect to securities transactions effected for, and any Covered Securities held in, any account over which such Access Person does not have any direct or indirect influence or control; and (2) an Access Person need not make a quarterly transaction report with respect to the transactions effected pursuant to an Automatic Investment Plan.
 
  G.   Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that (1) he or she has or had any direct or indirect beneficial ownership in the Covered Security to which the report relates (a “Subject Security”) or (2) he or she knew or should have known that the Subject Security was being purchased or sold, or considered for purchase or sale, by an Investment Company or other investment advisory clients on the same day.
IX.   APPROVAL OF CODE OF ETHICS AND AMENDMENTS TO THE CODE OF ETHICS
     The Board of Trustees of each Investment Company shall approve this Code of Ethics. Any material amendments to this Code of Ethics must be approved by the Board of Trustees of each Investment Company no later than six months after the adoption of the material change. Before

 


 

their approval of this Code of Ethics and any material amendments hereto, the Adviser shall provide a certification to the Board of Trustees of each such Investment Company that the Adviser has adopted procedures reasonably necessary to prevent Access Persons from violating the Code of Ethics.
X.   ANNUAL CERTIFICATION OF COMPLIANCE
     Each Supervised Person shall certify to the Review Officer annually on the form annexed hereto as Form A that he or she (A) has read and understands this Code of Ethics and any procedures that are adopted by the Adviser relating to this Code, and recognizes that he or she is subject thereto; (B) has complied with the requirements of this Code of Ethics and such procedures; and (C) if an Access Person, has disclosed or reported all personal securities transactions and beneficial holdings in Covered Securities required to be disclosed or reported pursuant to the requirements of this Code of Ethics and any related procedures.
XI.   CONFIDENTIALITY
     All reports of securities transactions, holding reports and any other information filed with the Adviser pursuant to this Code shall be treated as confidential, except that reports of securities transactions and holdings reports hereunder will be made available to the Investment Companies and to the Commission or any other regulatory or self-regulatory organization to the extent required by law or regulation or to the extent the Adviser considers necessary or advisable in cooperating with an investigation or inquiry by the Commission or any other regulatory or self-regulatory organization.
XII.   REVIEW OF REPORTS
  A.   The Review Officer shall be responsible for the review of the quarterly transaction reports required under VIII-C, and the initial and annual holdings reports required under Sections VIII-D and VIII-E, respectively, of this Code of Ethics. In connection with the review of these reports, the Review Officer or the Alternative Review Officer shall take appropriate measures to determine whether each reporting person has complied with the provisions of this Code of Ethics and any related procedures adopted by the Adviser. Any violations of the Code of Ethics shall be reported promptly to the Adviser’s chief compliance officer by the Review Officer, or Alternate Review Officer, as applicable.
 
  B.   On an annual basis, the Review Officer shall prepare for the Board of Trustees of each Investment Company and the Board of Trustees of each Investment Company shall consider:
  (1)   A report which describes any issues arising under this Code or any related procedures adopted by the Adviser including without limitation information about material violations of the Code and sanctions imposed in response to material violations. An Alternative Review Officer shall prepare reports with respect to compliance by the Review Officer;

 


 

  (2)   A report identifying any recommended changes to existing restrictions or procedures based upon the Adviser’s experience under this Code, evolving industry practices and developments in applicable laws or regulations; and
 
  (3)   A report certifying to the Board of Trustees that the Adviser has adopted procedures that are reasonably necessary to prevent Access Persons from violating this Code of Ethics.
XIII.   SANCTIONS
     Upon discovering a violation of this Code, the Adviser may impose such sanction(s) as it deems appropriate, including, among other things, a letter of censure, suspension or termination of the employment of the violator and/or restitution to the affected Investment Company or other investment advisory client of an amount equal to the advantage that the offending person gained by reason of such violation. In addition, as part of any sanction, the Adviser may require the Access Person or other individual involved to reverse the trade(s) at issue and forfeit any profit or absorb any loss from the trade. It is noted that violations of this Code may also result in criminal prosecution or civil action. All material violations of this Code and any sanctions imposed with respect thereto shall be reported periodically to the Board of Trustees of the Investment Company with respect to whose securities the violation occurred.
XIV.   INTERPRETATION OF PROVISIONS
     The Adviser may from time to time adopt such interpretations of this Code as it deems appropriate.
XV.   IDENTIFICATION OF ACCESS PERSONS AND INVESTMENT PERSONNEL; ADDITIONAL DISTRIBUTION TO SUPERVISED PERSONS
     The Adviser shall identify all persons who are considered to be Access Persons and Investment Personnel, and shall inform such persons of their respective duties and provide them with copies of this Code and any related procedures or amendments to this Code adopted by the Adviser. In addition, all Supervised Persons shall be provided with a copy of this Code and all amendments. All Supervised Persons (including Access Persons) shall provide the Review Officer with a written acknowledgment of their receipt of the Code and any amendments.
XVI.   EXCEPTIONS TO THE CODE
     Although exceptions to the Code will rarely, if ever, be granted, a designated Officer of the Adviser, after consultation with the Review Officer, may make exceptions on a case by case basis, from any of the provisions of this Code upon a determination that the conduct at issue involves a negligible opportunity for abuse or otherwise merits an exception from the Code. All such exceptions must be received in writing by the person requesting the exception before becoming effective. The Review Officer shall report any exception to the Board of Trustees of the Investment Company with respect to which the exception applies at its next regularly scheduled Board meeting.

 


 

XVII.   RECORDS
     The Adviser shall maintain records in the manner and to the extent set forth below, which records may be maintained using micrographic or electronic storage medium under the conditions described in Rule 204-2(g) of the Investment Advisers Act and Rule 31a-2(f)(1) and Rule 17j-1 under the Investment Company Act, and shall be available for examination by representatives of the Commission.
  A.   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 for a period of not less than five years in an easily accessible place;
 
  B.   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;
 
  C.   A copy of each initial holdings report, annual holdings report and quarterly transaction report made by an Access Person pursuant to this Code (including any brokerage confirmation or account statements provided in lieu of the 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, the first two years in an easily accessible place;
 
  D.   A record of the names of all persons who are, or within the past five years have been, required to make initial holdings, annual holdings or quarterly transaction reports pursuant to this Code shall be maintained in an easily accessible place;
 
  E.   A record of all written acknowledgements for each person who is currently, or within the past five years was, required to acknowledge their receipt of this Code and any amendments thereto. All acknowledgements for a person must be kept for the period such person is a Supervised Person of the Adviser and until five years after the person ceases to be a Supervised Person of the Adviser.
 
  F.   A record of the names of all persons, currently or within the past five years who are or were responsible for reviewing initial holdings, annual holdings or quarterly transaction reports shall be maintained in an easily accessible place;
 
  G.   A record of any decision and the reason supporting the decision to approve the acquisition by Access Person of Initial Public Offerings and Limited Offerings shall be maintained for at least five years after the end of the fiscal year in which the approval is granted; and
 
  H.   A copy of each report required by Section XII-B of this Code shall be maintained for at least five years after the end of the fiscal year in which it was made, the first two years in an easily accessible place.

 


 

XVIII.   SUPPLEMENTAL COMPLIANCE AND REVIEW PROCEDURES
     The Adviser may establish, in its discretion, supplemental compliance and review procedures (the “Procedures”) that are in addition to those set forth in this Code in order to provide additional assurance that the purposes of this Code are fulfilled and/or assist the Adviser in the administration of this Code. The Procedures may be more, but shall not be less, restrictive than the provisions of this Code. The Procedures, and any amendments thereto, do not require the approval of the Board of Trustees of an Investment Company or other investment advisory clients.

 

 

Exhibit 99(p)(xii)
Appendix 2-A
JOINT CODE OF ETHICS
HOTCHKIS AND WILEY CAPITAL MANAGEMENT, LLC
HOTCHKIS AND WILEY FUNDS
May 9, 2006
          This Code of Ethics is adopted by Hotchkis and Wiley Capital Management, LLC (“HWCM”) and Hotchkis and Wiley Funds (the “Funds”) pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended (“1940 Act”) and Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Except where noted, the Code applies to all HWCM employees and all “Advisory Persons” (as defined in Rule 17j-1) of the Funds. 1
Section 1 — Statement of General Fiduciary Principles and Standard of Business Conduct
          The Code of Ethics is based on the fundamental principle that HWCM and its employees must put client interests first. As an investment adviser, HWCM has fiduciary responsibilities to its clients, including the Funds and any other investment companies for which it serves as an investment adviser or sub-adviser. Among HWCM’s fiduciary responsibilities is the responsibility to ensure that its employees conduct their personal securities transactions in a manner which does not interfere or appear to interfere with any client transactions, or otherwise take unfair advantage of HWCM’s relationship to clients. All employees must adhere to this fundamental principle as well as comply with the specific provisions set forth herein.
          More generally, HWCM standards of business conduct are based on principals of openness, integrity, honesty and trust. It bears emphasis that technical compliance with the Code of Ethics will not insulate from scrutiny transactions which show a pattern of compromise or abuse of an employee’s fiduciary responsibilities to the clients. Accordingly, all employees must seek to avoid any actual or potential conflicts, or the appearance of such conflicts, between their personal interests and the interests of /clients.
Section 2 — Standards of Business Conduct
A. Compliance with Laws and Regulations
          Employees must comply with applicable federal securities laws. As part of this requirement, employees are not permitted, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a client:
 
1   The definition of “Advisory Persons” includes, among others, all trustees and officers of the Funds, and all directors and officers of HWCM. Because there are no such persons, other than the Independent Trustees of the Funds, who are not also employees of HWCM, this Code generally refers only to “Employees” or, where necessary, to “Independent Trustees.”
     
2–Code of Ethics
  2006-05

 


 

  a.   To defraud such client in any manner;
 
  b.   To mislead such client, including making a statement that omits material facts;
 
  c.   To engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon such client;
 
  d.   To engage in any manipulative practice with respect to such client; or
 
  e.   To engage in any manipulative practice with respect to securities, including price manipulation.
B. Conflicts of Interest
          As a fiduciary, HWCM has an affirmative duty of care, loyalty, honesty, and good faith to act in the best interests of its clients. Compliance with this duty can be achieved by trying to avoid conflicts of interest and by fully disclosing all material facts concerning any conflict that does arise with respect to any client. Employees must try to avoid situations that have even the appearance of conflict or impropriety.
           Conflicts Among Client Interests. Conflicts of interest may arise where the firm or its employees have reason to favor the interest of one client over another (e.g., larger accounts over smaller accounts, accounts compensated by performance fees over accounts not so compensated). HWCM prohibits inappropriate favoritism of one client over another client that would constitute a breach of fiduciary duty.
           Competing with Client Trades. Employees are prohibited from using knowledge about pending or currently considered securities transactions for clients to profit personally, directly or indirectly, as a result of such transactions, including by purchasing or selling such securities. Conflicts raised by personal securities transactions are also addressed more specifically in Section 3.
C. Insider Trading Policy
          Employees are prohibited from buying or selling any security while in the possession of material nonpublic information about the issuer of the security. Material information is generally defined as information that a reasonable investor would likely consider important in making his or her investment decision or information that is reasonably certain to have a substantial effect on the price of a company’s securities. Information is nonpublic unless it has been effectively communicated to the market place. It is the SEC’s position that the term “material nonpublic information” relates not only to issuers but also to HWCM’s securities recommendations and client securities holdings and transactions.
          Employees are also prohibited from communicating to third parties any material nonpublic information about any security or issuer of securities. Additionally, no employee may use inside information about HWCM activities to benefit any client or to gain personal benefit. Any violation may result in sanctions, which could include termination of employment with HWCM. (See Section 9—Sanctions.)
         
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          For more information regarding HWCM’s Insider Trading Policy, see the Code of Conduct in Tab 3 of the Compliance Manual.
Section 3 — Restrictions Relating to Securities Transactions
A. General Trading Restrictions for all Employees
          The following restrictions apply to all employees:
  1.   Employee Reporting. All employees are subject to the reporting requirements described in Section 5. These requirements extend to accounts of employees’ spouses, dependent relatives, trustee and custodial accounts or any other account in which the employee has a financial interest or over which the employee has investment discretion (other than HWCM managed separate accounts).
 
  2.   Preclearance. All employees must obtain written approval from the Chief Compliance Officer (‘CCO”) or preclearance delegatee prior to entering any securities transaction (with the exception of exempted securities as listed in Section 4) in all accounts. Approval of a transaction, once given, is effective for 3 business days , including the day approval was granted (unless otherwise specified in the written approval), or until the employee discovers that the information provided at the time the transaction was approved is no longer accurate. Any transaction not completed within the 3 day (or other specified) time period will require reapproval.
 
      Transactions in the Funds or other mutual funds advised or sub-advised by HWCM need preclearance. Setting up systematic contributions and/or withdrawals also needs preclearance, but subsequent systematic transactions do not need preclearance. Exchanges into and out of an HWCM-advised mutual fund in the Hotchkis and Wiley 401(k) plan need preclearance. A change in percentage allocation for future contribution in an HWCM-advised mutual fund in the HWCM 401(k) plan does not need preclearance.
 
      Employees may preclear trades only in cases where they have a present intention to transact in the security for which preclearance is sought. It is HWCM’s view that it is not appropriate for an employee to obtain a general or open-ended preclearance to cover the eventuality that he or she may buy or sell a security at some point on a particular day depending upon market developments. This requirement would not prohibit a price limit order, provided that the employee has a present intention to effect a transaction at such price. Consistent with the foregoing, an employee may not simultaneously request preclearance to buy and sell the same security.
 
      Personal trades of Compliance employees must be precleared by another person from the Compliance Department.
         
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  3.   Restrictions on Transactions. No employee may purchase or sell any security which at the time is being purchased or sold, or to the employee’s knowledge is being considered for purchase or sale, by any Fund, or other mutual fund or separate account managed by HWCM (each, an “HWCM Client”).
 
  4.   Restrictions on Related Securities. The restrictions and procedures applicable to the transactions in securities by employees set forth in this Code of Ethics shall similarly apply to securities that are issued by the same issuer and whose value or return is related, in whole or in part, to the value or return of the security purchased or sold or being contemplated for purchase or sale during the relevant period by an HWCM Client. For example, options or warrants to purchase common stock, and convertible debt and convertible preferred stock of a particular issuer would be considered related to the underlying common stock of that issuer for purposes of this policy. In sum, the related security would be treated as if it were the underlying security for the purpose of the pre-clearance procedures described herein.
 
  5.   Private Placements. Employee purchases and sales of “private placement” securities (including all private equity partnerships, hedge funds, limited partnership or venture capital funds) must be precleared directly with the CCO or a preclearance delegatee. No employee may engage in any such transaction unless the CCO or a preclerance delegatee and the employee’s manager have each previously determined in writing that the contemplated investment does not involve any potential for conflict with the investment activities of any HWCM Client.
 
      If, after receiving the required approval, an employee has any material role in the subsequent consideration by any HWCM Client of an investment in the same or affiliated issuer, the employee must disclose his or her interest in the private placement investment to the CCO and the employee’s manager. The decision to purchase securities of the issuer by an HWCM Client account must be independently reviewed and authorized by the employee’s manager.
 
  6.   Initial Public Offerings. Employees are prohibited from acquiring any securities in an initial public offering.
 
  7.   Blackout Periods. Employees may not buy or sell a security within 7 calendar days either before or after a target percentage purchase or sale of the same or related security by an HWCM Client account (excluding cash flow trades). For example, if a Fund trades a security on day 0, day 8 is the first day an employee may trade the security for his or her own account. Personal trades for employees, however, shall have no effect on an HWCM Client account’s ability to trade.
 
  8.   Establishing Positions Counter to HWCM Client Positions. An employee may not establish a long position in his or her personal account in a security if an HWCM Client account would benefit from a decrease in the value of such security. For example, an employee would be prohibited from establishing a long
         
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      position if (1) a Fund holds a put option on such security (aside from a put purchased for hedging purposes where the Fund holds the underlying security); (2) the Fund has written a call option on such security; or (3) the Fund has sold such security short, other than “against-the-box.”
 
      Employees may not purchase a put option or write a call option where an HWCM Client account holds a long position in the underlying security. Employees may not short sell any security where an HWCM Client account holds a long position in the same security or where such HWCM Client account otherwise maintains a position in respect of which the HWCM Client account would benefit from an increase in the value of the security. This restriction does not apply to exchange traded funds which may be used by an HWCM Client account to equitize cash.
 
  9.   Prohibition on Short-Term Profits. Employees are prohibited from profiting on any sale and subsequent purchase, or any purchase and subsequent sale, of the same (or equivalent) securities occurring within 60 calendar days (“short-term profit”). This holding period also applies to all permitted option transactions; therefore, for example, an employee may not purchase or write an option if the option will expire in less than 60 days (unless such a person is buying or writing an option on a security that he or she has held more than 60 days). In determining short-term profits, all transactions within a 60-day period in all accounts related to the employee will be taken into consideration in determining short-term profits, regardless of his or her intentions to do otherwise (e.g., tax or other trading strategies). Should an employee fail to preclear a trade that results in a short-term profit, the trade would be subject to reversal with all costs and expenses related to the trade borne by the employee, and he or she would be required to disgorge the profit. Transactions not required to be precleared under Section 3 will not be subject to this prohibition. Exchanges between the Funds and other HWCM-advised mutual funds within the HWCM 401(k) plan also are not subject to this prohibition. However, transactions in direct holdings of the Funds and other HWCM-advised mutual funds are subject to this prohibition, excluding accounts with systematic contributions and/or withdrawals.
B. Trading Restrictions for Independent Trustees of a Fund
          The following restrictions apply only to Independent Trustees of a Fund (i.e., any Trustee who is not an “interested person” of a Fund, within the meaning of the 1940 Act):
  1.   Restrictions on Purchases. No Independent Trustee may purchase any security which, to the Trustee’s knowledge at the time, is being purchased or is being considered for purchase by a Fund for which he or she is a Trustee.
 
  2.   Restrictions on Sales. No Independent Trustee may sell any security which, to the Trustee’s knowledge at the time, is being sold or is being considered for sale by any Fund for which he or she is a Trustee.
         
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  3.   Restrictions on Trades in Securities Related in Value. The restrictions applicable to the transactions in securities by Independent Trustees shall similarly apply to securities that are issued by the same issuer and whose value or return is related, in whole or in part, to the value or return of the security purchased or sold by any Fund for which he or she is a Trustee (see Section 3.A.4.).
Section 4 — Exempted Transactions/Securities
          HWCM has determined that the following securities transactions do not present the opportunity for improper trading activities that Rule 17j-1 and Rule 204A-1 are designed to prevent; therefore, the restrictions set forth in Section 3 (including preclearance, prohibition on short-term profits and blackout periods) shall not apply.
A.   Purchases or sales in an account over which the employee has no direct or indirect influence or control (e.g., an account managed on a fully discretionary basis by an investment adviser or trustee).
 
B.   Purchases or sales of direct obligations of the U.S. Government.
 
C.   Purchases or sales of bank certificates, bankers acceptances, commercial paper and other high quality short-term debt instruments, including repurchase agreements.
 
D.   Purchases or sales of open-end registered investment companies (including money market funds), variable annuities and unit investment trusts, excluding the Funds and other mutual funds advised or sub-advised by HWCM . However, all ETFs and unit investment trusts (including SPDRs) must be precleared.
 
E.   Employer stock purchased and sold through employer-sponsored benefit plans in which the spouse of an HWCM employee may participate (e.g., employee stock purchase plans or 401(k) plans) and sales of employer stock (or the exercise of stock options) that is received as compensation by an HWCM employee’s spouse.
 
F.   Purchases or sales which are non-volitional on the part of the employee (e.g., an in-the-money option that is automatically exercised by a broker; a security that is called away as a result of an exercise of an option; or a security that is sold by a broker, without employee consultation, i.e., to meet a margin call not met by the employee).
 
G.   Purchases which are made by reinvesting cash dividends pursuant to an automatic dividend reinvestment plan.
 
H.   Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer.
 
I.   Purchases or sales of commodities, futures (including currency futures and futures on broad-based indices), options on futures and options on broad-based indices.
         
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    Currently, “broad-based indices” include only the S&P 100, S&P 500, FTSE 100 and Nikkei 225.
 
J.   The receipt of a bona fide gift of securities. (Donations of securities, however, require preclearance.)
 
K.   Purchases of municipal bonds (including 529 plans) and auction rate securities.
Section 5 — Reporting by Employees
          The requirements of this Section 5 apply to all employees. The requirements will also apply to all transactions in the accounts of spouses, dependent relatives and members of the same household, trustee and custodial accounts or any other account in which the employee has a financial interest or over which the employee has investment discretion. The requirements do not apply to securities acquired for accounts over which the employee has no direct or indirect control or influence.
          Employees are deemed to have complied with the requirements of Section 6.B. and C. provided that the Compliance Department receives duplicate statements and confirmations and such statements and confirms contain all of the information required in Section 5.B and C. Employees who do not have any brokerage accounts are not required to submit a quarterly report noting that they have not transacted in reportable securities. However, they are required to confirm annually that they do not have any brokerage accounts.
          With respect to exempt securities referred to in Section 4 which do not require preclearance/reporting, employees must nonetheless report those exempt securities defined in Section 4.D.-K as described below, except mutual funds not advised by HWCM.
          Employees who effect reportable transactions outside of a brokerage account (e.g., optional purchases or sales through an automatic investment program directly with an issuer) will be deemed to have complied with this requirement by preclearing transactions with the Compliance Department and by reporting their holdings quarterly on the “Personal Securities Holdings” form, as required by the Compliance Department.
A.   Initial Holdings Report. Each new employee will be given a copy of this Code of Ethics upon commencement of employment. All new employees must disclose their personal securities holdings to the Compliance Department within 10 days of commencement of employment with HWCM. (Similarly, securities holdings of all new related accounts must be reported to the Compliance Department within 10 days of the date that such account becomes related to the employee.) Information must be current as of a date no more than 45 days prior to the date the report was submitted.
  1.   Initial holdings reports must identify the title and type of the security (including, as applicable, the exchange ticker symbol or CUSIP number), number of shares, and principal amount with respect to each security holding. Within 10 days of
         
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      commencement of employment, each employee shall file an Acknowledgement stating that he or she has been supplied a copy of and has read and understands the provisions of the Code.
 
  2.   The name of any broker, dealer or bank with whom the employee maintained an account in which any securities were held for the direct and indirect benefit of the employee as of the date the individual became an employee; and
 
  3.   The date that the report is submitted by the employee.
B.   Quarterly Transaction Report. All employees must submit no later than thirty (30) calendar days following the end of each quarter a list of all securities transacted during the quarter.
  1.   Each employee 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 Compliance Department quarterly. Each employee must also report any personal securities accounts established during the quarter. The CCO shall submit confidential quarterly reports with respect to his or her own personal securities transactions and personal securities accounts established to an officer designated to receive his or her reports, who shall act in all respects in the manner prescribed herein for the CCO.
 
  2.   Every report shall be made no 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:
  (i)   The date of the transaction, the title security (including, as applicable, the exchange ticker symbol or CUSIP number), the interest rate and maturity (if applicable), the number of shares and principal amount of each security involved;
 
  (ii)   The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
 
  (iii)   The price of the security at which the transaction was effected;
 
  (iv)   The name of the broker, dealer or bank with or through which the transaction was effected;
 
  (v)   The date the report is submitted by the employee; and
 
  (vi)   With respect to any personal securities account established during the quarter, the broker, dealer or bank with whom the account was established, and the date the account was established.
  3.   In the event the employee has no reportable items during the quarter, the report should be so noted and returned signed and dated.
C.   Annual Holdings Report. All employees must submit an annual holdings report reflecting holdings as of a date no more than 45 days before the report is submitted.
         
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  As indicated above, employees who provide monthly statements directly from their brokers/dealers are deemed to have automatically complied with this requirement, provided the reports contain all required information set forth in Section 5.A above.
 
D.   Annual Certification of Compliance; Amendments to Code. All HWCM employees must certify annually to the Compliance Department that (1) they have read and understand and agree to abide by this Code of Ethics; (2) they have complied with all requirements of the Code of Ethics, except as otherwise notified by or reported to the Compliance Department that they have not complied with certain of such requirements; and (3) they have reported all transactions required to be reported under the Code of Ethics. All HWCM employees must receive and acknowledge receipt of any material amendments to the Code of Ethics.
 
E.   Review of Transactions and Holdings Reports. All transactions reports and holdings reports will be reviewed by Compliance personnel according to procedures established by the Compliance Department.
Section 6 — Reporting by Independent Trustees of the Funds
          An Independent Trustee of the Funds need only report a transaction in a security if the Trustee, at the time of that transaction, knew or, in the ordinary course of fulfilling the official duties of a Trustee of the Funds, should have known that, during the 15-day period immediately preceding the date of the transaction by the Trustee, the security was purchased or sold by any Fund or was being considered for purchase or sale by any Fund for which he or she is a Trustee. In reporting such transactions, Independent Trustees must provide: the date of the transaction, a complete description of the security, number of shares, principal amount, nature of the transaction, price, commission, and name of broker/dealer through which the transaction was effected.
          As indicated in Section 5.D. for employees, Independent Trustees of the Funds are similarly required to certify annually to the Compliance Department that (1) they have read and understand and agree to abide by this Code of Ethics; (2) they have complied with all requirements of the Code of Ethics, except as otherwise notified by or reported to the Compliance Department that they have not complied with certain of such requirements; and (3) they have reported all transactions required to be reported under the Code of Ethics.
Section 7 — Approval and Review by Board of Trustees
          The Board of Trustees of the Funds, including a majority of Trustees who are Independent Trustees, must approve this Code of Ethics. Additionally, any material changes to this Code must be approved by the Board within six months after adoption of any material change. The Board must base its approval of the Code and any material changes to the Code on a determination that the Code contains provisions reasonably necessary to prevent employees from engaging in any conduct prohibited by Rule 17j-1. Prior to approving the Code or any material change to the Code, the Board must receive a
         
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certification from the Funds and HWCM that each has adopted procedures reasonably necessary to prevent employees from violating the Code of Ethics.
Section 8 — Review of HWCM Annual Report
          At least annually, the Funds and HWCM must furnish to the Funds’ Board of Trustees, and the Board of Trustees must consider, a written report that (1) describes any issues arising under this Code of Ethics or procedures since the last report to the Board of Trustees, including, but not limited to, information about material violations of the Code of Ethics or procedures and sanctions imposed in response to the material violations and (2) certifies that the Funds and HWCM have adopted procedures reasonably necessary to prevent HWCM employees from violating this Code of Ethics.
Section 9 — Sanctions
          Potential violations of the Code of Ethics must be brought to the attention of the CCO or her designee, will be investigated and, if appropriate, sanctions will be imposed. Upon completion of the investigation, if necessary, the matter may also be reviewed by the Chief Executive Officer and Chief Operating Officer, which will determine whether any further sanctions should be imposed. Sanctions may include, but are not limited to, a letter of caution or warning, reversal of a trade, disgorgement of a profit or absorption of costs associated with a trade, supervisor approval to trade for a prescribed period, fine or other monetary penalty, suspension of personal trading privileges, suspension of employment (with or without compensation), and termination of employment.
Section 10 — Reporting Violations; Exceptions
          All employees are required to report any violation of this Code of Ethics by any person to the CCO immediately upon first becoming aware of such violation. Failure to report violations may result in any of the sanctions described in Section 9, including termination of employment.
          An exception to any of the policies, restrictions or requirements set forth herein may be granted only upon a showing by the employee to the Chief Executive Officer and Chief Operating Officer that such employee would suffer extreme financial hardship should an exception not be granted. A transaction in a security, a change in the employee’s investment objectives, tax strategies, or special new investment opportunities would not constitute acceptable reasons for a waiver.
Section 11 — Recordkeeping
          HWCM will maintain all records relevant to this Code of Ethics as required under the Advisers Act and the 1940 Act.
         
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Exhibit 99(p)(xiii)
Code of Ethics and Personal Investment Policy
CODE OF ETHICS AND PERSONAL INVESTMENT POLICY
For
Lazard Asset Management LLC
Lazard Asset Management Securities LLC
Lazard Asset Management (Canada) Inc.
Lazard Alternatives LLC
And
Certain Registered Investment Companies
     Lazard Asset Management LLC, Lazard Asset Management Securities LLC, Lazard Asset Management (Canada) Inc., Lazard Alternatives LLC (collectively “LAM”), and those U.S.-registered investment companies advised or managed by LAM that have adopted this policy (“Funds”), have adopted this policy in order to accomplish two primary goals: first , to minimize conflicts and potential conflicts of interest between LAM employees and LAM’s clients (including the Funds and shareholders of the Funds), and between Fund directors or trustees (“Directors”) and their Funds, and second , to provide policies and procedures consistent with applicable law, including Rule 204-2 under the Investment Advisers Act of 1940 (the “Advisers Act”) and Rule 17j-1 under the Investment Company Act of 1940 (“1940 Act”), to prevent fraudulent or manipulative practices with respect to purchases or sales of securities held or to be acquired by client accounts. In addition, it is LAM’s policy that LAM employees should not be engaging in short-term investing, including so-called market timing of any mutual funds, whether or not managed by LAM. This Policy therefore prohibits certain short-term trading activity by LAM employees.
      All employees of LAM, including employees who serve as Fund officers or directors, are “Covered Persons” under this policy and are required to comply with all applicable federal securities laws. Additionally, all Directors are subject to this policy as indicated below.
A. Statement of Principles. All Covered Persons owe a fiduciary duty to LAM’s clients when conducting their personal investment transactions. Covered Persons must place the interest of clients first and avoid activities, interests and relationships that might interfere with the duty to make decisions in the best interests of the clients. All Directors owe a fiduciary duty to each Fund of which they are a director and to that Fund’s shareholders when conducting their personal investment transactions. At all times and in all matters Directors shall place the interests of their Funds before their personal interests. The fundamental standard to be followed in personal securities transactions is that Covered Persons and Directors may not take inappropriate advantage of their positions.
     Covered Persons are reminded that they also are subject to other policies of LAM, including policies on insider trading, and the receipt of gifts and service as a director of a publicly traded company. Covered Persons must never trade in a security while in possession of material,

 


 

non-public information about the issuer or the market for those securities, even if the Covered Person has satisfied all other requirements of this policy.
     LAM’s Chief Executive Officer has appointed the Chief Compliance Officer as the person who shall be responsible for the implementation of this Code of Ethics and Personal Investment Policy and all record-keeping functions mandated hereunder, including the review of all initial and annual holding reports as well as the quarterly transactions reports described below. The Chief Compliance Officer may delegate this function to others in the Legal / Compliance Department, and shall promptly report to LAM’s General Counsel or the Chief Executive Officer all material violations of, or deviations from, this policy.
B. Personal Securities Accounts.
     For purposes of this Policy, “Personal Securities Accounts” include :
  1.   Any account in or through which securities (including open end mutual funds) can be purchased or sold, which includes, but is not limited to, a brokerage account, 401k account, or variable annuity or variable life insurance policy;
 
  2.   Accounts in the Covered Person’s or Director’s name or accounts in which the Covered Person or Director has a direct or indirect beneficial interest (a definition of Beneficial Ownership is included in Exhibit A);
 
  3.   Accounts in the name of the Covered Person’s or Director’s spouse;
 
  4.   Accounts in the name of children under the age of 18, whether or not living with the Covered Person or Director, and accounts in the name of relatives or other individuals living with the Covered Person or Director or for whose support the Covered Person or Director is wholly or partially responsible (together with the Covered Person’s or Director’s spouse and minor children, “Related Persons”); 1
 
  5.   Accounts in which the Covered Person or Director or any Related Person directly or indirectly controls, participates in, or has the right to control or participate in, investment decisions.
     For purposes of this Policy, Personal Securities Accounts do not include :
  1.   Estate or trust accounts in which a Covered Person, Director, or Related Person has a beneficial interest, but no power to affect investment decisions. There must be no communication between the account(s) and the Covered Person, Director or Related Person with regard to investment decisions prior to execution ;
 
  2.   Fully discretionary accounts managed by LAM or another registered investment adviser are permitted if, (i) for Covered Persons and Related Persons, the Covered Persons receives permission from the Legal / Compliance Department, and (ii) for all persons covered by this Code, there is no communication between the adviser to the account and such person with regard to investment decisions prior to execution. Covered Persons with managed accounts must designate that copies of trade confirmations and monthly statements be sent to the Legal / Compliance Department;
 
1   Unless otherwise indicated, all provisions of this Code apply to Related Persons.

 


 

  3.   Direct investment programs, which allow the purchase of securities directly from the issuer without the intermediation of a broker/dealer, provided that the timing and size of the purchases are established by a pre-arranged, regularized schedule (e.g., dividend reinvestment plans). Covered Persons must pre-clear the transaction at the time that the dividend reinvestment plan is being set up. Covered Persons also must provide documentation of these arrangements and direct periodic (monthly or quarterly) statements to the Legal / Compliance Department;
 
  4.   401k and similar retirement accounts that permit the participant to change their investments no more frequently than once per quarter. Such accounts that allow participants to trade more frequently (such as, for example, an “Individually Directed Account”), are Personal Securities Accounts for purposes of this Code.
 
  5.   Other accounts over which the Covered Person or Director has no direct or indirect influence or control;
 
  6.   Qualified state tuition programs (also known as “529 Programs”) where investment options and frequency of transactions are limited by state or federal laws.
C. Opening and Maintaining Employee Accounts. All Covered Persons and their Related Persons must maintain their Personal Securities Accounts at Lazard Capital Markets LLC (“LCM”). If your account is a mutual fund only account, you do not need to maintain it at LCM. Additionally, if LCM does not offer a particular investment product or service, or for Related Persons who, by reason of their employment, are required to conduct their securities transactions in a manner inconsistent with this policy, or in other exceptional circumstances, Covered Persons may submit a request for exemption to the Legal / Compliance Department. For any Personal Securities Account not maintained at LCM Covered Persons and their Related Persons must arrange to have duplicate copies of trade confirmations and statements provided to the Legal and Compliance Department at the following address: Lazard Asset Management LLC, Attn: Chief Compliance Officer, 30 Rockefeller Plaza, 59 th Floor, New York, NY 10112. All other provisions of this policy will continue to apply to any Personal Securities Account not maintained at LCM.
D. Securities.
     For purposes of this Policy, “Security” includes , in general, any interest or instrument commonly known as a security including the following:
  1.   stocks
 
  2.   bonds
 
  3.   shares of open and closed-end funds (including exchange-traded funds) and unit investment trusts
 
  4.   hedge funds
 
  5.   private equity funds
 
  6.   limited partnerships
 
  7.   private placements or unlisted securities
 
  8.   debentures, and other evidences of indebtedness, including senior debt, subordinated debt
 
  9.   investment, commodity or futures contracts
 
  10.   all derivative instruments such as options, warrants and indexed instruments

 


 

      “Security” also includes securities that are “related” to a security being purchased or sold by a LAM client. A “related security” is one whose value is derived from the value of another security (e.g., a warrant, option, or an indexed instrument).
For purposes of this Policy, Security does not include :
  1.   money market mutual funds
 
  2.   U.S. Treasury obligations
 
  3.   mortgage pass-throughs (e.g., Ginnie Maes) that are direct obligations of the U.S. government
 
  4.   bankers’ acceptances 5. bank certificates of deposit 6. commercial paper
 
  5.   bank certificates of deposit
 
  6.   commercial paper
 
  7.   high quality short-term debt instruments (meaning any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization, such as S&P or Moody’s), including repurchase agreements.
E. Restrictions. The following restrictions apply to trading for Personal Securities Accounts of Covered Persons and Related Persons:
  1.   Conflicts with Client Activity. No security, excluding open end mutual funds, may be purchased or sold in any Personal Securities Account seven (7) calendar days before or after a LAM client account trades in the same security.
 
  2.   60 Day Holding Period. Securities transactions, including transactions in mutual funds other than money-market mutual funds, must be for investment purposes rather than for speculation. Consequently, Covered Persons or their Related Persons may not profit from the purchase and sale, or sale and purchase, of the same or equivalent securities within sixty (60) calendar days (i.e., the security may be purchased or sold on the 61 st day), calculated on a First In, First Out (FIFO) basis. All profits from short-term trades are subject to disgorgement. However, with the prior written approval of the Chief Compliance Officer, or in his absence another senior member of the Legal / Compliance Department, and only in the case of hardship, or other rare and/or unusual circumstances, a Covered Person or a Related Person may execute a short-term trade that results in a loss or in break-even status.
 
      Notwithstanding the above, the 60-day holding period will not apply (although the obligation to pre-clear trades will apply) to shares of exchange traded funds, options on exchange traded funds and open-end mutual funds that seek to track the performance of U.S. broad-based large-capitalization indices (i.e., the QQQ or an S&P 500 Index fund). Nevertheless, short-term trading in shares of these funds is discouraged. If a pattern of frequent trading is detected, the Legal / Compliance Department may reject any order to buy or sell these shares.
 
  3.   Initial Public Offerings (IPOs). No transaction for a Personal Securities Account may be made in securities offered pursuant to an initial public offering.
 
  4.   Private Placements. Securities offered pursuant to a private placement (e.g., hedge funds, private equity funds or any other pooled investment vehicle the interests or shares of which are offered in a private placement) may not be purchased or sold by a Covered Person

 


 

      without the prior approval of LAM’s Chief Executive Officer and the Chief Compliance Officer; however, purchases or sales of Lazard sponsored hedge funds do not require such approval. The Alternative Investments Operations Department instead provides the Legal / Compliance Department on at least a quarterly basis with a report for their review of all Covered Persons’ investments in Lazard sponsored hedge funds. In connection with any decision to approve such a private placement, the Legal / Compliance Department will prepare a report of the decision that explains the reasoning for the decision and an analysis of any potential conflict of interest. Any Covered Person receiving approval to acquire securities in a private placement must disclose that investment when the Covered Person participates in a LAM client’s subsequent consideration of an investment in such issuer and any decision by or made on behalf of the LAM client to invest in such issuer will be subject to an independent review by investment personnel of LAM with no personal interest in the issuer.
 
  5.   Hedge Funds. Hedge funds are sold on a private placement basis and as noted above, with the exception of Lazard sponsored hedge funds, are subject to prior approval by LAM’s Chief Executive Officer and Chief Compliance Officer. In considering whether or not to approve an investment in a hedge fund, the Chief Compliance Officer or his designee, will review a copy of the fund’s offering memorandum, subscription documents and other governing documents (“Offering Documents”) in order to ensure that the proposed investment is being made on the same terms generally available to all other investors in the hedge fund. The Chief Compliance Officer may grant exceptions to this general rule under certain circumstances. For example, such as when a family relationship exists between the Covered Person and the hedge fund manager.
 
      Upon receipt of a request by a Covered Person to invest in a hedge fund, the Legal / Compliance Department will contact the Fund of Funds Group (the “Team”) and identify the fund in which the Covered Person has requested permission to invest. The Team will advise the Legal / Compliance Department if the fund is on the Team’s approved list or if the Team is otherwise interested in investing clients assets in the fund. If the fund is not on the Team’s approved list and the Team is not interested in investing in the fund, the Chief Compliance Officer and the Chief Executive Officer will generally approve the Covered Person’s investment, unless other considerations warrant disapproving the investment. If the fund is on the approved list or the Team may be interested in investing in the fund, then the Legal / Compliance Department will determine whether the fund is subject to capacity constraints. If the fund is subject to capacity constraints, then the Covered Person’s request will be denied and priority will be given to the Team to invest client assets in the fund. If the fund is not subject to capacity constraints, then the Covered Person will generally be permitted to invest along with the Team. If the fund is on the approved list or the Team may be interested in investing in the fund, then the Covered Person’s investment must be made generally on the same terms available to all investors as set forth in the fund’s Offering Documents.
 
  6.   Speculative Trading. Absent approval from the appropriate compliance personnel, Covered Persons are prohibited from engaging in the trading of options or futures and from engaging in speculative trading, as opposed to investment activity. The Covered Person must wait 60 days from the date of the opening transaction before effecting the closing transaction.
 
  7.   Short Sales. Covered Persons are prohibited from engaging in short sales of any security. However, provided the investment is otherwise permitted under this Policy and has

 


 

      received all necessary approvals, an investment in a hedge fund that engages in short selling is permitted.
 
  8.   Inside Information. No transaction may be made in violation of the Material Non-Public Information Policies and Procedures (“Inside Information”) as outlined in Section 32 of the LAM Compliance Manual; and
 
  9.   Directorships. Covered Persons may not serve on the board of directors of any corporation (other than a not-for-profit corporation or a related Lazard entity) without the prior approval of LAM’s Chief Compliance Officer or General Counsel.
 
  10.   Control of Issuer. Covered Persons and Related Persons may not acquire any security, directly or indirectly, for purposes of obtaining control of the issuer.
F. Prohibited Recommendations. No Covered Person shall recommend or execute any securities transaction for any client account, or, in the case of a Director, for the Director’s Fund, without having disclosed, in writing, to the Chief Compliance Officer, or in his absence another senior member of the Legal / Compliance Department, any direct or indirect interest in such securities or issuers (including any such interest held by a Related Person). Prior written approval of such recommendation or execution also must be received from the Chief Compliance Officer, or in his absence another senior member of the Legal / Compliance Department. The interest in personal accounts could be in the form of:
  1.   Any direct or indirect beneficial ownership of any securities of such issuer;
 
  2.   Any contemplated transaction by the person in such securities;
 
  3.   Any position with such issuer or its affiliates; or
 
  4.   Any present or proposed business relationship between such issuer or its affiliates and the person or any party in which such person has a significant interest.
G. Transaction Approval Procedures. All transactions by Covered Persons (including Related Persons) in Personal Securities Accounts must receive prior approval as described below. To pre-clear a transaction, Covered Persons must:
1.   Electronically complete and “sign” a “New Equity Order”, “New Bond Order” or “New Mutual Fund Order” trade ticket located in the Firm’s Lotus-Notes e-mail application under the heading “Employee Trades.”
 
2.   The ticket is then automatically transmitted to the Legal / Compliance Department where it will be processed. If approved, the Legal / Compliance Department will route mutual fund orders directly to Securities Processing and will route equity and bond orders directly to the trading desk for execution, provided the employee selected the “Direct Execution” option when completing the equity or bond order ticket. For any account not maintained at LCM, the ticket will be returned to the employee.
 
    Note: In completing an equity or bond order ticket, if the employee does not select the “Direct Execution” button, the ticket will be returned to her/him after Compliance approval for submission to the trading desk, or in the case of an account not maintained at LCM, to the Legal / Compliance Department to indicate that the trade will be executed. In

 


 

  such case, the trade must be submitted within 2 business days or it will expire and be null and void.
     The Legal / Compliance Department endeavors to preclear transactions promptly; however, transactions may not always be approved on the day in which they are received. Certain factors such as time of day the order is submitted or length of time it takes a LAM portfolio manager to confirm there is no client activity, all play a role in the length of time it takes to preclear a transaction. Mutual Fund Orders that are not received by the Legal / Compliance Department by 2:00 p.m. on any business day will most likely not be processed until the next business day (i.e., the order will not receive that business days’ net asset value for the relevant mutual fund).
H. Acknowledgment and Reporting.
1.   Initial Certification. Within 10 days of becoming a Covered Person or Director, such Covered Person or Director must submit to the Legal / Compliance Department an acknowledgement that they have received a copy of this policy, and that they have read and understood its provisions. See Exhibit B for the form of Acknowledgement.
 
2.   Initial Holdings Report. Within 10 days of becoming a Covered Person, all LAM personnel must submit to the Legal / Compliance Department a statement of all securities in which such Covered Person has any direct or indirect beneficial ownership. This statement must include (i) the title, number of shares and principal amount of each security, (ii) the name of any broker, dealer, insurance company, mutual fund or bank with whom the Covered Person maintained an account in which any securities were held for the direct or indirect benefit of such Covered Person and (iii) the date of submission by the Covered Person. The information provided in this statement must be current as of a date no more than 45 days prior to the Covered Person’s date of employment at LAM. Such information should be provided on the form attached as Exhibit B.
 
3.   Quarterly Report. Within 30 days after the end of each calendar quarter, provide information to the Legal / Compliance Department relating to securities transactions executed during the previous quarter for all securities accounts. 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 security to which the report relates.
 
    Note: Covered Persons satisfy this requirement by holding their personal securities accounts at LCM .
 
4.   Annual Report. Each Covered Person shall submit an annual report to the Legal / Compliance Department showing as of a date no more than 45 days before the report is submitted (1) all holdings in securities in which the person had any direct or indirect beneficial ownership and (2) the name of any broker, dealer, insurance company, mutual fund or bank with whom the person maintains an account in which any securities are held for the direct or indirect benefit of the Covered Person or Related Persons.
 
    Note: Covered Persons satisfy this requirement by certifying annually that all transactions during the year were executed in Internal Accounts or Outside Accounts for which the Legal and Compliance Department receives confirmations and periodic statements.

 


 

5.   Annual Certification. All Covered Persons and Directors are required to certify annually that they have (i) read and understand this policy and recognize that they are subject to its terms and conditions, (ii) complied with the requirements of this policy and (iii) disclosed or reported all personal securities accounts and transactions required to be disclosed or reported pursuant to this Code of Ethics and Personal Investment Policy.
I. Fund Directors. A Director who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the 1940 Act, and who would be required to make reports solely by reason of being a Director, is required to make the quarterly transactions reports required by Section H (3.) as to any security if at the time of a transaction by the Director in that security, he/she knew, or in the ordinary course of fulfilling his/her official duties as a Fund Director, should have known that during the 15-day period immediately preceding or following the date of that transaction, that security was purchased or sold by that Director’s Fund or was being considered for purchase or sale by that Director’s Fund.
If a Director introduces a hedge fund to the Team, as previously defined in Section E (5.), the Director is required to inform the Team whether the Director or an affiliated person of the Director has invested in the fund and the terms of such investment. If a Director decides to invest in a hedge fund that he knew or, in the ordinary course of fulfilling his responsibilities as a Director should have known that the hedge fund is held by or is being considered for purchase or sale by the Team, the Director is required, before making the investment, to disclose this to the Team and any different terms or rights that have been granted to the Director. If a Director learns, in the ordinary course of fulfilling his responsibilities as a Director, that the Team has invested in a fund in which the Director has an investment, the Director should advise the Chief Compliance Officer of such investment.
J. Exemptions.
1.   Purchases or sales of securities which receive the prior approval of the Chief Compliance Officer, or in his absence another senior member of the Legal / Compliance Department, may be exempted from certain restrictions if such purchases or sales are determined to be unlikely to have any material negative economic impact on any client account managed or advised by LAM.
 
2.   Section E (1.) (blackout period) shall not apply to any securities transaction, or series of related transactions, involving up to 500 shares of a security, but not to exceed an aggregate transaction amount of $25,000 of any security, provided the issuer has a market capitalization greater than US $5 billion (“Large Cap/De Minimus exemption”). This exemption does not apply to shares of mutual funds or to option contracts on indices or other types of securities whose value is derived from a broad-based index.
K. Sanctions. The Legal / Compliance Department shall report all material violations of this Code of Ethics and Personal Investment Policy to LAM’s Chief Executive Officer, who may impose such sanctions as deemed appropriate, including, among other things, a letter of censure, fine or suspension or termination of the employment of the violator.
L. Confidentiality. All information obtained from any person pursuant to this policy shall be kept in strict confidence, except that such information will be made available to the Securities and Exchange Commission or any other regulatory or self-regulatory organization or to the Fund Boards of Directors to the extent required by law, regulation or this policy.

 


 

M.   Retention of Records. All records relating to personal securities transactions hereunder and other records meeting the requirements of applicable law, including a copy of this policy and any other policies covering the subject matter hereof, shall be maintained in the manner and to the extent required by applicable law, including Rule 204-2 under the Advisers Act and Rule 17j-1 under the 1940 Act. The Legal / Compliance Department shall have the responsibility for maintaining records created under this policy.
 
N.   Board Review. Fund management shall provide to the Board of Directors of each Fund, on a quarterly basis, a written report of all material violations of this policy, and at least annually, a written report and certification meeting the requirements of Rule 17j-1 under the 1940 Act.
 
O.   Other Codes of Ethics. To the extent that any officer of any Fund is not a Covered Person hereunder, or an investment subadviser of or principal underwriter for any Fund and their respective access persons (as defined in Rule 17j-1) are not Covered Persons hereunder, those persons must be covered by separate codes of ethics which are approved in accordance with applicable law.
P. Amendments.
1.   Covered Persons . Unless otherwise noted herein, this policy shall become effective as to all Covered Persons on April 1, 2005. This policy may be amended as to Covered Persons from time to time by the Legal / Compliance Department. Any material amendment of this policy shall be submitted to the Board of Directors of each Fund for approval in accordance with Rule 17j-1 under the 1940 Act.
 
2.   Fund Directors. This policy shall become effective as to a Fund upon the approval and adoption of this policy by the Board of Directors of that Fund in accordance with Rule 17j-1 under the 1940 Act or at such earlier date as determined by the Secretary of the Fund. Any material amendment of this policy that applies to the Directors of a Fund shall become effective as to the Directors of that Fund only when the Board of Directors of that Fund has approved the amendment in accordance with Rule 17j-1 under the 1940 Act or at such earlier date as determined by the Secretary of the Fund.

 


 

Exhibit A
EXPLANATION OF BENEFICIAL OWNERSHIP
     You are considered to have “Beneficial Ownership” of Securities if you have or share a direct or indirect “Pecuniary Interest” in the Securities.
     You have a “Pecuniary Interest” in Securities if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the Securities.
     The following are examples of an indirect Pecuniary Interest in Securities:
  1.   Securities held by members of your immediate family sharing the same household; however, this presumption may be rebutted by convincing evidence that profits derived from transactions in these Securities will not provide you with any economic benefit. “Immediate family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and includes any adoptive relationship.
 
  2.   Your interest as a general partner in Securities held by a general or limited partnership.
 
  3.   Your interest as a manager-member in the Securities held by a limited liability company.
     You do not have an indirect Pecuniary Interest in Securities held by a corporation, partnership, limited liability company or other entity in which you hold an equity interest, unless you are a controlling equityholder or you have or share investment control over the Securities held by the entity.
     The following circumstances constitute Beneficial Ownership by you of Securities held by a trust:
  1.   Your ownership of Securities as a trustee where either you or members of your immediate family have a vested interest in the principal or income of the trust.
 
  2.   Your ownership of a vested interest in a trust.
 
  3.   Your status as a settlor of a trust, unless the consent of all of the beneficiaries is required in order for you to revoke the trust.
The foregoing is a summary of the meaning of “beneficial ownership”. For purposes of the attached policy, “beneficial ownership” shall be interpreted in the same manner, as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder.

 


 

Exhibit B
LAM ACKNOWLEDGEMENT & INITIAL HOLDINGS REPORT
Pursuant to Code of Ethics and Personal Investment Policy (the “Policy”)
This report must be completed and returned to the Legal / Compliance Department within 10 days of employment.
                 
Name:
          Date of Employment:  
   
 
       ( Please print)
         
 
 
Account Information:
q   I do not have a beneficial interest in any account(s) with any financial services firm.
 
q   I maintain the following account(s). Please list any broker, dealer, insurance company, mutual fund or bank, which holds securities for your direct or indirect benefit as of the date of your employment. This includes 401k accounts, insurance company variable insurance contracts, mutual fund-only accounts.*
                 
    Type of Account            
    (Brokerage,            
Name of Financial   Mutual Fund,Variable           Is this a Managed
Services Firm   Annuity, 401k.)   Name on Account   Account Number   Account?
 
 
* 401k accounts and similar retirement accounts that permit the participant to change their investments no more frequently than once per quarter need not be reported.

 


 

Securities Holdings Information:

For each of the accounts listed above, attach to this report a copy of your most recent statements(s) listing all of your securities holdings. All statements must be current as of a date no more than 45 prior to your date of employment at LAM. In addition, please list in the space provided below holdings in hedge funds, private equity funds, limited partnerships or any other type of security that may not be held in an account listed above.
             
Description of Security   Type of Security   No. of Shares   Principal Amount Invested
 
      q I have no securities holdings to report.
I certify that I have received a copy of the Policy, and that I have read and understood its provisions. I further certify that this report represents a complete and accurate description of my account(s) and securities holdings as of my initial date of employment. The information provided is current as of a date no more than 45 days prior to my employment at LAM.
                     
Signature:
          Date:        
 
 
 
 
         
 
 
   

 

 

Exhibit 99(p)(xiv)
Metropolitan West Capital Management, LLC
Code of Ethics
General
The Code of Ethics is based on the principle that MetWest Capital owes a fiduciary duty to its clients. Accordingly, employees must avoid activities, interests and relationships that run contrary (or appear to run contrary) to the best interests of clients. At all times, MetWest Capital’s employees must:
    Place client interests ahead of MetWest Capital’s – As a fiduciary, MetWest Capital must serve in its clients’ best interests. In other words, employees may not benefit at the expense of clients. This concept is particularly relevant when employees are making personal investments in securities traded by MetWest Capital for the accounts of its clients.
 
    Engage in personal investing that is in full compliance with the Code of Ethics – Employees must review and abide by MetWest Capital’s Personal Securities Transaction and Insider Trading Policies.
 
    Avoid taking advantage of their positions – Employees must not accept investment opportunities, gifts or other gratuities from individuals seeking to conduct business with MetWest Capital, or on behalf of a client.
 
    Maintain full compliance with federal securities laws – Employees must abide by the standards regarding personal securities trading and reporting set forth in Rule 204A-1 under the lnvestment Advisers Act and Rule 17j-1 under the Investment Company Act, as outlined in the policy stated below.
As discussed in greater detail below, employees must promptly report any violations of the Code of Ethics to the Chief Compliance Officer. All reported Code of Ethics violations will be treated as being made on an anonymous basis.
1. Personal Securities Transaction Policy
An employee may not purchase or sell any security in which he/she has a beneficial ownership, unless the transaction occurs in an exempted security or the employee has complied with the Personal Securities Transaction Policy set forth below.
Persons Covered by this Policy
This Policy applies to all employees, partners, officers, directors 1 and similar persons, and all non-employees who 1) provide investment advice on behalf of MetWest Capital and 2) are subject to the supervision and control of MetWest Capital (collectively deemed “employees”).
 
1   This does not apply to directors who a) do not devote substantially all their working time to the activities of MetWest Capital and b) do not have access to information about the day-to-day activities of MetWest Capital.
October 2, 2006

1


 

Pre-Authorization Procedures
MetWest Capital’s employees must receive written pre-authorization for the personal securities transactions described below.
Employees shall complete MetWest Capital’s Personal Trading Pre-Authorization Form. MetWest Capital shall maintain the Pre-Authorization Forms in conjunction with the record keeping rule.
Once pre-authorization is granted by Gary Lisenbee, Howard Gleicher, David Graham, Jeffrey Peck or Sandra Incontro, the employee has the remainder of the day and the following trading day to execute the transaction. In the event that the transaction cannot be completed on the day the approval is granted or by the next trading day, the employee must obtain a new pre-authorization. Unless otherwise noted, no pre-authorization is required for the exempted transactions noted below.
Messrs. Lisenbee, Gleicher, Graham and Peck and Ms. Incontro shall maintain lists of securities that are currently held, in the process of being traded or being evaluated. A portfolio manager will be responsible for promptly updating the lists accordingly. The lists shall be compiled from information provided by the investment team and portfolio managers/administrators and include companies that MetWest Capital is evaluating through the due diligence process.
MetWest Capital strictly forbids “front-running” client accounts, which is a practice generally understood to involve employees who personally trade ahead of client accounts. As a control against front-running, MetWest Capital’s employees are prohibited from trading in a security that is included on a list until after 10:00 a.m. on the day the pre-authorization approval is granted and until after 10:00 a.m. on the next trading day. The employee will be informed of the 10:00 a.m. restriction, if applicable, at the time pre-authorization is granted.
An employee is prohibited from buying or selling any security for his/her own account for a period of three business days before or after MetWest Capital initiates or effects a block transaction in a given security for a material number of client accounts. The blackout period may also apply if MetWest Capital elects to reduce a security holding (but not fully divest) across many or all client accounts. (It shall be at the best judgment of the person granting pre-authorization to determine whether a block is considered material.) For clarification purposes, the “three business day” blackout determination might best be demonstrated by example:
If, on a Monday, MetWest Capital initiates and completes a block purchase of a given security for a material number of client accounts, the employee would not be permitted to effect a personal transaction in that security from the preceding Wednesday (three business days before) through the Thursday following the trade date (three business days after); or
If, on a Tuesday, MetWest Capital initiates a block sale of a given security for a material number of accounts, but completes the sale transactions across accounts on the following Thursday morning, the employee would not be permitted to effect a personal transaction in that security from the Thursday preceding the first transactions within the block (three business days before) through the Tuesday following the completion of the block trade (three business days after). Violation of this prohibition may require reversal of the transaction and any resulting profits may be subject to disgorgement.

 


 

This Policy is not intended to prevent employees from buying or selling securities that are also bought or sold for clients. MetWest Capital frequently obtains new clients and may not know when such clients’ accounts will come under its management or when an existing client may add funds to its account, causing MetWest Capital to purchase additional securities for that account. Similarly, on any day, a client may instruct that a given security in its portfolio be sold, provide instructions to divest all securities in its portfolio or inform MetWest Capital that it will withdraw cash from its account, which may cause MetWest Capital to sell securities to raise the required cash.
Securities and Instruments that are not Securities
For the purpose of complying with this Policy, MetWest Capital will regard the following as securities: any note, stock, Treasury security, bond, closed-end mutual fund, exchange-traded fund, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, fractional undivided interest in oil, gas or other mineral right, any option, or in general, any interest or instrument commonly known as a security.
Commodities, futures and options traded on a commodities exchange, including currency futures, are not considered securities. However, futures and options on any group or index of securities shall be considered securities.
Exempt Securities
Investments in Treasury securities, certificates of deposit, commercial paper and other similar money market instruments, unit investment trusts (provided the trust is not invested in shares of a mutual fund sub-advised by MetWest Capital) and shares of open-end mutual fund companies are not required to be reported by employees under the Personal Securities Transaction Policy. However, this exemption does not apply to shares of open-end mutual funds that are sub-advised by MetWest Capital, such as the Pinnacle Fund, the American Beacon Large Cap Fund and the American Beacon Small Cap Fund. Therefore, employees are required to report investments in shares of open-end mutual funds that are advised by MetWest Capital. However, they are not required to obtain pre-authorization for such investments.
Beneficial Ownership
Employees are considered to have beneficial ownership of securities if they have or share a direct or indirect pecuniary interest in the securities. Employees have a pecuniary interest in securities if they have the ability to directly or indirectly profit from a securities transaction.
The following are examples of indirect pecuniary interests in securities:
    Securities held by members of the employee’s immediate family sharing the same household. Immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law. Adoptive relationships are included;
 
    An employee’s interest as a general partner in securities held by a general or limited partnership; and

 


 

    An employee’s interest as a manager/member in the securities held by a limited liability company.
An employee does not have an indirect pecuniary interest in securities held by entities in which he/she holds an equity interest unless he/she is a controlling equity holder or he/she shares investment control over the securities held by the entity.
The following circumstances constitute beneficial ownership by employees of securities held by a trust:
    Ownership of securities as a trustee where either the employee or members of the employee’s immediate family have a vested interest in the principal or income of the trust;
 
    Ownership of a vested beneficial interest in a trust; and
 
    An employee’s status as a settlor/grantor of a trust, unless the consent of all the beneficiaries is required for the employee to revoke the trust.
Exempt Transactions
The following transactions are considered exempt transactions:
    Any transaction in an account over which the employee does not have any direct or indirect influence or control. For example, presuming that such relatives do not reside in the same household as the employee, their accounts would not be subject to review.
 
    Any transactions occurring in an account that is managed on a fully discretionary basis by an unaffiliated money manager.
 
    Purchases of securities in dividend reinvestment plans (DRIPs).
 
    Purchases of securities by the exercise of rights issued to holders of a class of securities on a pro-rata basis.
 
    Acquisitions or dispositions of securities as a result of a stock dividend, stock split or other corporate action.
From time to time, the Chief Compliance Officer may exempt certain transactions on a trade-by-trade basis.

 


 

Initial Public Offerings (“IPO”) 2
No employee shall acquire, directly or indirectly, any beneficial ownership in an IPO without first obtaining prior approval from the President, in order to preclude any possibility of his/her profiting improperly from his/her position on behalf of a client. The President shall (a) obtain from the employee full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the employee’s activities on behalf of a client); and (b) conclude that no clients have any foreseeable interest in purchasing such security. A record of such approval by the President and the reasons supporting those decisions shall be kept as required in the Records section of this Policy.
NASD Conduct Rule 2790 prohibits the sale of IPOs to any account in which a “restricted person” has a beneficial interest, except under certain situations. The term “restricted person” includes any person of an investment adviser who has the authority to buy or sell securities (defined in Rule 2790 as “portfolio managers”) and an immediate family member of a portfolio manager who materially supports, or receives material support from, such person. Thus, all portfolio managers/administrators of MetWest Capital, including members of the investment team, are prohibited, in almost all circumstances, except as noted in further detail below, from purchasing IPOs.
The prohibitions on the purchase and sale of IPOs with respect to Rule 2790 do not apply to 1) Issuer-Directed Securities , or those that are specifically directed by the issuer to persons who are restricted persons (i.e., directors), subject to certain conditions; 2) the account of a restricted person who is an existing equity owner of an issuer ( Anti-Dilution Provisions ), subject to certain conditions; and 3) Stand-By Purchasers, or those who purchase and sell securities pursuant to a stand-by agreement subject to certain conditions.
Employees are encouraged to review Rule 2790 and discuss it with the Chief Compliance Officer prior to the purchase and/or sale of any IPO.
Private Placements
Employees wishing to acquire beneficial ownership of securities in a private placement must seek written approval to do so from the Chief Compliance Officer. In determining whether to grant the approval, the Chief Compliance Officer will seek to determine whether or not the employee’s acquisition of the security precluded advisory clients from purchasing the security. In addition, the Chief Compliance Officer must determine that the investment was not being offered to the employee strictly by virtue of the employee’s position at MetWest Capital. If applicable, all records relating to the Chief Compliance Officer’s approval of employee requests to invest in private placement securities shall be maintained in a written format.
 
2   The term “new issue” is defined as any initial public offering of an equity security as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, made pursuant to a registration statement or offering circular. This restriction does not apply to, among other securities, secondary offerings, offerings of debt securities, offerings of securities of a commodity pool, rights offerings, exchange offers and offerings of convertible or preferred securities. (See NASD Conduct Rule 2790, Restrictions on the Purchase and Sale of IPOs of Equity Securities.)

 


 

Reporting
           Initial
New employees are required to disclose all their personal securities holdings at the commencement of their employment on the Initial Holdings Form. The reported initial holdings must be current as of a date not more than 45 days prior to the individual becoming an access person. MetWest Capital shall maintain these records in accordance with the record keeping rule.
           Quarterly
Employees may only personally trade securities through a registered broker-dealer or through a company-sponsored DRIP. Each employee must require his/her broker-dealer to send MetWest Capital duplicate brokerage account statements and trade confirmations no less frequently than 30 days after the end of each calendar quarter. If an employee’s trades do not occur through a broker-dealer (e.g., purchase of a private placement fund), such transactions shall be reported separately on the Quarterly Securities Transaction Report. The Report shall contain at least the following information for each transaction in a Reportable Security in which the employee had, or as a result of the transaction acquired, any direct or indirect beneficial ownership 3 : (a) the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Reportable 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 Reportable Security at which the transaction was effected; (d) the name of the broker-dealer or bank with or through which the transaction was effected; and (e) the date that the report is submitted.
Employees shall also report on a quarterly basis, not later than 30 days after the end of the calendar quarter, the name of any account established by the employee during the quarter in which any securities were held during the quarter for the direct or indirect benefit of the employee, the date the account was established and the date the report was submitted.
           Annual
Employees are required to provide MetWest Capital with a complete list of securities holdings on an annual basis, or on or before February 14 (as determined by MetWest Capital) of each year. The report shall be current as of December 31, which is a date no more than 45 days from the final date the report is due to be submitted.
 
3     “Beneficial Ownership,” as set forth under Rule 16a-1(a)(2), determines whether a person is subject to the provision of Section 16 of the Securities Exchange Act of 1934, and the rules and regulations thereunder, which generally encompasses those situations in which the beneficial owner has the right to enjoy some direct or indirect “pecuniary interest” (i.e., some economic benefit) from the ownership of a security. This may also include securities held by members of an employee’s immediate family sharing the same household; provided however, this presumption may be rebutted. The term immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and includes adoptive relationships. Any report of beneficial ownership required thereunder shall not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the Covered Securities to which the report relates.

 


 

Each holdings report (both the initial and annual) must contain, at a minimum: (a) the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each reportable security in which the access person has any direct or indirect beneficial ownership; (b) the name of any broker, dealer or bank with which the access person maintains an account in which any securities are held for the access person’s direct or indirect benefit; and (c) the date the access person submits the report.
Trading and Review
For purposes of Rule 17j-1 under the Investment Company Act of 1940, no employee may profit from the purchase and sale, or sale and purchase, of the same securities within thirty (30) calendar days. The Chief Compliance Officer will closely monitor employees’ investment patterns to detect these abuses. The President will monitor the Chief Compliance Officer’s personal securities transactions for compliance with the Personal Securities Transaction Policy.
If MetWest Capital discovers that an employee is personally trading contrary to the policies set forth above, the employee shall meet with the Chief Compliance Officer and President to review the facts surrounding the transactions. This meeting shall help MetWest Capital to determine the appropriate course of action.
Remedial Actions
MetWest Capital takes the potential for conflicts of interest caused by personal investing very seriously. As such, MetWest Capital requires its employees to promptly report any violations of the Code of Ethics to the Chief Compliance Officer. MetWest Capital’s management is aware of the potential matters that may arise as a result of this requirement, and shall take action against any employee who seeks retaliation against another for reporting violations of the Code of Ethics. MetWest Capital has zero tolerance for retaliatory actions and therefore may subject offenders to more severe action than set forth below. To minimize the potential for such behavior, all reports of Code of Ethics violations will be treated as being made anonymously.
MetWest Capital has implemented remedial actions designed to discourage its employees from violating the Personal Securities Transaction Policy. Employees should be aware that MetWest Capital reserves the right to impose sanctions on policy violators, depending on the severity of the policy violation.
    First Violation – Written warning included in the employee’s file;
 
    Second Violation – Written warning included in the employee’s file and disgorgement of profits to a charity specified by MetWest Capital; and
 
    Third Violation – Possible termination of employment.
Disclosure
MetWest Capital shall describe its Code of Ethics to clients in Part II of Form ADV and, upon request, furnish clients with a copy of the Code of Ethics. All client requests for MetWest Capital’s Code of Ethics shall be directed to the Chief Compliance Officer.

 


 

The requirement to report on issues to MetWest Capital’s clients, including fund boards, under this Code and securities regulations may include significant conflicts of interest that arise involving the personal investment policies, even if the conflicts have not resulted in a violation of this Code. For example, MetWest Capital may be required to report to the mutual fund’s board if a portfolio manager is a director of a company whose securities are held by the client’s portfolio.
If the Chief Compliance Officer determines that a material violation of this Code has occurred, she shall promptly report the violation, and any enforcement action taken, to MetWest Capital’s senior management. If MetWest Capital’s senior management determines that such material violation appears to involve a fraudulent, deceptive or manipulative act, MetWest Capital must report its findings to the fund’s board of directors or trustees pursuant to Rule 17j-1.
Record Keeping
MetWest Capital shall maintain a copy of its Code of Ethics (and amendments), records of violations of the Code of Ethics and actions taken as a result of the violations. In addition, MetWest Capital shall maintain copies of its supervised persons’ written acknowledgment of receipt of the Code of Conduct on the Code of Conduct and Regulatory Compliance Manual Acknowledgement Form. MetWest Capital is further required to keep a record of the names of its access persons, the holdings and transaction reports made by access persons and records of decisions approving access persons’ acquisition of securities in IPOs and other limited offerings.
All records described above are required to be maintained for a period no less than five years from the end of the fiscal year in which the document was last altered/amended.
Responsibility
The Chief Compliance Officer will be responsible for administering the Personal Securities Transaction Policy. All questions regarding the Policy should be directed to the Chief Compliance Officer.
2. Insider Trading Policy
Section 204A of the Advisers Act requires every investment adviser to establish, maintain and enforce written policies and procedures reasonably designed, taking into consideration the nature of such investment adviser’s business, to prevent the misuse of material, non-public information by such investment adviser or any person associated with such investment adviser. In accordance with Section 204A, MetWest Capital has instituted procedures to prevent the misuse of non-public information.
Although “insider trading” is not defined in securities laws, it is generally described as trading either personally or on behalf of others on the basis of material, non-public information or communicating material, non-public information to others in violation of the law. In the past, securities laws have been interpreted to prohibit the following activities:
    Trading by an insider while in possession of material, non-public information; or
 
    Trading by a non-insider while in possession of material, non-public information, where the information was disclosed to the non-insider in violation of an insider’s duty to keep it confidential; or
 
    Communicating material, non-public information to others in breach of a fiduciary duty.

 


 

MetWest Capital’s Insider Trading Policy applies to all employees. Any questions should be directed to the Chief Compliance Officer and/or the President.
Whom Does the Policy Cover?
This Policy covers all MetWest Capital employees (“covered persons”), as well as transactions in any securities participated in by family members, trusts or corporations directly or indirectly controlled by such persons. In addition, the Policy applies to transactions engaged in by corporations in which the covered person is an officer, director or 10% or greater stockholder and a partnership of which the covered person is a partner, unless the covered person has no direct or indirect control over the partnership.
What Information is Material?
Individuals may not be held liable for trading on insider information unless the information is material. “Material information” is generally defined as information for which there is a substantial likelihood that an investor would consider it important in making his/her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s securities.
Advance knowledge of the following types of information is generally regarded as material:
    Dividend or earnings announcements
 
    Write-downs or write-offs of assets
 
    Additions to reserves for bad debts or contingent liabilities
 
    Expansion or curtailment of company or major division operations
 
    Merger or joint venture announcements
 
    New product/service announcements
 
    Discovery or research developments
 
    Criminal, civil and governmental investigations and indictments
 
    Pending labor disputes
 
    Debt service or liquidity problems
 
    Bankruptcy or insolvency problems
 
    Tender offers or stock repurchase plans
 
    Recapitalization
Information provided by a company could be material because of its expected effect on a particular class of the company’s securities, all the company’s securities, the securities of another company or the securities of several companies. The misuse of material, non-public information applies to all types of securities, including equity, debt, commercial paper, government securities and options.
Material information does not have to relate to a company’s business. For example, material information about the contents of an upcoming newspaper column may affect the price of a security and therefore be considered material.
What Information is Non-Public?
In order for issues concerning insider trading to arise, information must not only be material, but also “non-public.” Non-public information generally means information that has not been available to the investing public.

 


 

Once material, non-public information has been effectively distributed to the investing public, it is no longer classified as material, non-public information. However, the distribution of non-public information must occur through commonly recognized channels for the classification to change. In addition, the information must not only be publicly disclosed, there must be adequate time for the public to receive and digest the information. Lastly, non-public information does not become public information solely by selective dissemination.
MetWest Capital’s employees must be aware that even where there is no expectation of confidentiality, a person may become an insider upon receiving material, non-public information. Whether the “tip” made to the employee makes him/her a “tippee” depends on whether the corporate insider expects to benefit personally, either directly or indirectly, from the disclosure.
The “benefit” is not limited to a present or future monetary gain; it could be a reputational benefit or an expectation of a quid pro quo from the recipient by a gift of the information. Employees may also become insiders or tippees if they obtain material, non-public information by happenstance, such as at social gatherings or by overhearing conversations.
Penalties for Trading on Insider Information
Severe penalties exist for firms and individuals that engage in the act of insider trading, including civil injunctions, treble damages, disgorgement of profits and jail sentences. Further, fines for individuals and firms found guilty of insider trading are levied in amounts up to the greater of $1,000,000 or three times the profit gained or loss avoided, respectively.
Procedures to Follow if an Employee Believes He/She Possesses Material, Non-Public Information
If an employee has questions as to whether he/she is in possession of material, non-public information, he/she must inform the Chief Compliance Officer and President as soon as possible. The employee, Chief Compliance Officer and President will conduct research to determine if the information is likely to be considered important to investors in making investment decisions and whether the information has been publicly disseminated.
Given the severe penalties imposed on individuals and firms engaging in insider trading, employees:
    Shall not trade the securities of any company in which they are deemed insiders who may possess material, non-public information about the company.
 
    Shall not engage in securities transactions of any company, except in accordance with MetWest Capital’s Personal Securities Transaction Policy and the securities laws.
 
    Shall submit personal security trading reports in accordance with the Personal Securities Transaction Policy.
 
    Shall not discuss any potentially material, non-public information with colleagues, except as specifically required by their position.
 
    Shall immediately report to the Chief Compliance Officer and President the potential receipt of non-public information.

 


 

    Shall not proceed with any research, trading, etc. until the Chief Compliance Officer and President inform the employee of the appropriate course of action.
Serving As Officers, Trustees and/or Directors of Outside Organizations
Employees may, under certain circumstances, be granted permission to serve as directors, trustees or officers of outside organizations. These organizations can include public or private corporations, partnerships, charitable foundations and other not-for-profit institutions. Employees may also receive compensation for such activities.
At certain times, MetWest Capital may determine that it is in its clients’ best interests for employees to serve as officers or board members of outside organizations. For example, a company held in clients’ portfolios may be undergoing a reorganization that may affect the value of the company’s outstanding securities and the future direction of the company. Service with organizations outside MetWest Capital may, however, raise serious regulatory issues and concerns, including conflicts of interests and access to material, non-public information.
As an outside board member or officer, an employee may come into possession of material, non-public information about the outside company or other public companies. It is critical that a proper information barrier exists between MetWest Capital and the outside organization and that the employee does not communicate such information to other MetWest Capital employees in violation of the information barrier.
Similarly, MetWest Capital may have a business relationship with the outside organization or may seek a relationship in the future. In those circumstances, the employee must not be involved in the decision to retain or hire MetWest Capital.
MetWest Capital’s employees are prohibited from engaging in such outside activities without prior written approval from the Chief Compliance Officer. Approval will be granted on a case-by-case basis, subject to proper resolution of potential conflicts of interest. Outside activities will be approved only if any conflict of interest issues can be satisfactorily resolved and all necessary disclosures are made on Form ADV Part II.
Gifts
Employees may not accept investment opportunities, gifts or other gratuities from individuals seeking to conduct business with MetWest Capital, or on behalf of an advisory client. However, employees may accept gifts from a single giver in aggregate amounts not exceeding $250, and may attend business meals, sporting events and other entertainment events at the expense of a giver, as long as the expense is reasonable.
Responsibility
The Chief Compliance Officer will be responsible for administering the Insider Trading and Gift Policies. All questions regarding the Policy should be directed to the Chief Compliance Officer.

 

 

Exhibit 99(p)(xv)
CODE OF ETHICS AND PERSONAL TRADING GUIDELINES
MORGAN STANLEY INVESTMENT MANAGEMENT
Effective December 15, 2006

 


 

Table of Contents 1
             
   
 
       
I.  
INTRODUCTION
    3  
   
A. General
    3  
   
B. Standards of Business Conduct
    3  
   
C. Overview of Code Requirements
    4  
   
D. Definitions
    4  
   
E. Grounds for Disqualification from Employment
    8  
   
F. Other Policies and Procedures
    9  
   
 
       
II.  
PRE-CLEARANCE REQUIREMENTS
    9  
   
A. Employee Securities Accounts
    9  
   
B. Personal Trading
    12  
   
C. Other Pre-Clearance Requirements
    17  
   
 
       
III.  
REPORTING REQUIREMENTS
    17  
   
A. Initial Holdings and Brokerage Account(s) Reports and Certification
    17  
   
B. Quarterly Transactions Report
    18  
   
C. Annual Holdings Report and Certification of Compliance
    19  
   
 
       
IV.  
OUTSIDE ACTIVITIES AND PRIVATE PLACEMENTS
    19  
   
A. Approval to Engage in an Outside Activity
    19  
   
B. Approval to Invest in a Private Placement
    20  
   
C. Approval Process
    20  
   
D. Client Investment into Private Placement
    20  
   
 
       
V.  
POLITICAL CONTRIBUTIONS
    20  
   
 
       
VI.  
GIFTS AND ENTERTAINMENT
    21  
   
 
       
VII.  
CONSULTANTS AND TEMPORARY EMPLOYEES
    21  
   
 
       
VIII.  
REVIEW, INTERPRETATIONS AND EXCEPTIONS
    22  
   
 
       
IX.  
ENFORCEMENT AND SANCTIONS
    22  
 
1   Previous versions: August 16, 2002, February 24, 2004, June 15, 2004, December 31, 2004.

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I.   INTRODUCTION 2
  A.   General
 
      The Morgan Stanley Investment Management (“MSIM”) Code of Ethics (the “Code”) is reasonably designed to prevent legal, business and ethical conflicts, to guard against the misuse of confidential information, and to avoid even the appearance of impropriety that may arise in connection with your personal trading and outside activities as an MSIM employee. It is very important for you to read the “Definitions” section below to understand the scope of this Code, including the individuals, accounts, securities and transactions it covers. You are required to acknowledge receipt and your understanding of this Code at the start of your employment at MSIM or when you become a Covered Person, as defined below, when amendments are made, and annually.
 
  B.   Standards of Business Conduct
 
      MSIM seeks to comply with the Federal securities laws and regulations applicable to its business. This Code is designed to assist you in fulfilling your regulatory and fiduciary duties as an MSIM employee as they relate to your personal securities transactions.
    Fiduciary Duties.
 
      As an MSIM employee, you owe a fiduciary duty to MSIM’s Clients. This means that in every decision relating to personal investments, you must recognize the needs and interests of Clients and place those ahead of any personal interest or interest of the Firm.
 
    Personal Securities Transactions and Relationship to MSIM’s Clients.
 
      MSIM generally prohibits you from engaging in personal trading in a manner that would distract you from your daily responsibilities. MSIM strongly encourages you to invest for the long term and discourages short-term, speculative trading. You are cautioned that short-term strategies may attract a higher level of regulatory and other scrutiny. Excessive or inappropriate trading that interferes with job performance or that compromises the duty that MSIM owes to its Clients will not be tolerated.
 
2   This Code is intended to fulfill MSIM’s requirements under Rule 204A-1 of the Investment Advisers Act of 1940 (Advisers Act) and Rule 17j-1 under the Investment Company Act of 1940 (Company Act). Please note that there is a separate Fund Code for each of the Morgan Stanley and Van Kampen fund families.

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      If you become aware that you or someone else may have violated any aspect of this Code, you must report the suspected violation to Compliance immediately.
 
  C.   Overview of Code Requirements
 
      Compliance with the Code is a matter of understanding its basic requirements and making sure the steps you take regarding activities covered by the Code are in accordance with the letter and spirit of the Code. Generally, you have the following obligations:
     
Activity   Code Requirements
Employee Securities Account(s)
  -Pre-clearance, Reporting
Personal Trading
  -Pre-clearance, Holding Period, Reporting
Participating in an Outside Activity
  -Pre-clearance, Reporting
Investing in a Private Placement
  -Pre-clearance, Reporting
Political Contributions
  -Pre-clearance, Reporting
Gifts and Entertainment
  -Reporting
      You must examine the specific provisions of the Code for more details on each of these activities and are strongly urged to consult with Compliance if you have any questions.
 
  D.   Definitions
 
      These definitions are here to help you understand the application of the Code to various activities undertaken by you and other persons related to you who may be covered by the Code. They are an integral part of the Code and a proper understanding of them is essential. Please refer back to these Definitions as you read the Code.
    “Client” means and includes shareholders or limited partners of registered and unregistered investment companies and other investment vehicles, institutional, high net worth and retail separate account clients, employee benefit trusts and all other types of clients advised by MSIM.
 
    “Compliance” means your local Compliance group (New York, London, Singapore, Tokyo and Mumbai).
 
    “Consultant” means a non-employee of MSIM who falls under the definition of a Covered Person.

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    “Covered Persons” 3 means and includes:
  Ø   All MSIM employees;
 
  Ø   All directors, officers and partners of MSIM;
 
  Ø   Any person who provides investment advice on behalf of MSIM, is subject to the supervision and control of MSIM and who has access to nonpublic information regarding any Client’s purchase or sale of securities, or who is involved in making securities recommendations to Clients, or who has access to such recommendations that are nonpublic (such as certain consultants, leased workers or temporary employees).
 
  Ø   Any personnel with responsibilities related to MSIM or who support MSIM as a business and have frequent interaction with Covered Persons or Investment Personnel as determined by Compliance (e.g., IT, Internal Audit, Legal, Compliance, Corporate Services and Human Resources).
 
      The definition of “Covered Person” may vary by location. Please contact Compliance if you have any question as to your status as a Covered Person.
 
  Ø   Any other persons falling within such definition under Rule 17j-1 of the Company Act or Rule 204A-1 under the Advisers Act and such other persons that may be so deemed by Compliance from time to time.
    “Covered Securities” includes generally all equity or debt securities, including derivatives of securities (such as options, warrants and ADRs), futures, commodities, securities indices, exchange-traded funds, open-end mutual funds for which MSIM acts as adviser or sub-adviser, closed-end funds, corporate and municipal bonds and similar instruments, but do not include “Exempt Securities,” as defined below. Please refer to Schedule A for application of the Code to various security types.
 
    “Employees” means MSIM employees. For purposes of this Code, all Employees are considered Covered Persons.
 
    “Employee Securities Account” is any account in your own name and other accounts you could be expected to influence or control,
 
3   The term “Access Person” is no longer used in this Code in order to avoid confusion with the Morgan Stanley Code of Conduct.

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      in whole or in part, directly or indirectly, whether for securities or other financial instruments, and that are capable of holding Covered Securities, as defined below. This includes accounts owned by you and:
  Ø   accounts of your spouse or domestic partner;
 
  Ø   accounts of your children or other relatives of you or your spouse or domestic partner who reside in the same household as you and to whom you contribute substantial financial support (e.g., a child in college that is claimed as a dependent on your income tax return or who receives health benefits through you);
 
  Ø   accounts where you obtain benefits substantially equivalent to ownership of securities;
 
  Ø   accounts that you or the persons described above could be expected to influence or control, such as:
  §   joint accounts;
 
  §   family accounts;
 
  §   retirement accounts ;
 
  §   corporate accounts;
 
  §   trust accounts for which you act as trustee where you have the power to effect investment decisions or that you otherwise guide or influence;
 
  §   arrangements similar to trust accounts that benefit you directly;
 
  §   accounts for which you act as custodian; and
 
  §   partnership accounts.
    “Exempt Securities” are securities that are not subject to the pre-clearance, holding and reporting requirements of the Code, such as:
  §   Bankers’ acceptances, bank certificates of deposit and commercial paper;
 
  §   High quality short-term debt instruments, including repurchase agreements (which for these purposes are repurchase agreements and any instrument that has a maturity at issuance of fewer than 366 days that is rated in one of the two highest categories by a nationally recognized statistical rating organization);

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  §   Direct obligations of the U.S. Government 4 ;
 
  §   Shares held in money market funds;
 
  §   Variable insurance products that invest in funds for which MSIM does not act as adviser or sub-adviser; and
 
  §   Open-end mutual funds for which MSIM does not act as adviser or sub-adviser.
      Please refer to Schedule A for application of the Code to various security types.
 
    “Firm” means Morgan Stanley, MSIM’s parent company.
 
    “Investment Personnel” means and includes:
  §   Employees in the Global Equity, Global Fixed Income and Alternative Investments Groups, including portfolio managers, traders, research analysts, support staff, etc., and any other Covered Person who obtains or has access to information concerning investment recommendations made to any Client; and
 
  §   Any persons designated as Investment Personnel by Compliance.
    “IPO” means an initial public offering of equity securities registered with the U.S. Securities and Exchange Commission or a foreign financial regulatory authority.
 
    “Morgan Stanley Broker” means a broker-dealer affiliated with Morgan Stanley.
 
    “Morgan Stanley Investment Management” or “MSIM” means the companies and businesses comprising Morgan Stanley’s Investment Management Division. See Schedule B .
 
    “Mutual Funds” includes all open-end mutual funds and similar pooled investment vehicles established in non-U.S. jurisdictions, such as registered investment trusts in Japan, but do not include shares of open-end money market mutual funds (unless otherwise directed by Compliance).
 
    “Outside Activity” means any organized or business activity
 
4   Includes securities that are backed by the full faith and credit of the U.S. Government for the timely payment of principal and interest, such as Ginnie Maes, U.S. Savings Bonds, and U.S. Treasuries, and equivalent securities issued by non-U.S. governments.

7


 

      conducted outside of MSIM. This includes, but is not limited to, participation on a board of a charitable organization, part-time employment or formation of a limited partnership.
 
    “Portfolio Managers” are Employees who are primarily responsible for the day-to-day management of a Client portfolio.
 
    “Private Placement” means a securities offering that is exempt from registration under certain provisions of the U.S. securities laws and/or similar laws of non-U.S. jurisdictions (if you are unsure whether the securities are issued in a private placement, please consult with Compliance).
 
    “Proprietary or Sub-advised Mutual Fund” means any open-end Mutual Fund for which MSIM acts as investment adviser or sub-adviser.
 
    “Research Analysts” are Employees whose assigned duties solely are to make investment recommendations to or for the benefit of any Client portfolio.
 
    “Senior Loan Employee” means any MSIM employee who has knowledge of, or has access to, investment decisions of any MSIM senior loan fund.
 
    “Unit Investment Trust(s)” or “UIT(s)” include registered trusts in which a fixed, unmanaged portfolio of securities is purchased.
  E.   Grounds for Disqualification from Employment
 
      Pursuant to the terms of Section 9 of the Advisers Act, no director, officer or employee of MSIM may become, or continue to remain, an officer, director or employee without an exemptive order issued by the U.S. Securities and Exchange Commission if such director, officer or employee:
  Ø   within the past ten years has been convicted of any felony or misdemeanor (i) involving the purchase or sale of any security; or (ii) arising out of his or her conduct as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the U.S. Commodity Exchange Act, or as an affiliated person, salesman or employee of any investment company, bank, insurance company or entity or

8


 

      person required to be registered under the U.S. Commodity Exchange Act; or
 
  Ø   is or becomes permanently or temporarily enjoined by any court from: (i) acting as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the U.S. Commodity Exchange Act, or as an affiliated person, salesman or employee of any investment company, bank, insurance company or entity or person required to be registered under the U.S. Commodity Exchange Act; or (ii) engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any security.
      You are obligated to report any conviction or injunction described here to Compliance immediately.
 
  F.   Other Policies and Procedures
 
      In addition to this Code, you are also subject to the Morgan Stanley Investment Management Compliance Manuals and the Morgan Stanley Code of Conduct.
 
      Please contact Compliance for additional policies applicable in your region.
II.   PRE-CLEARANCE REQUIREMENTS
  A.   Employee Securities Accounts
 
      Generally, you must maintain all Employee Securities Accounts that may invest in Covered Securities at a Morgan Stanley Broker. Situations in non-U.S. offices may vary. New Employees must transfer, at their expense, their Employee Securities Account(s) to a Morgan Stanley Broker as soon as practical (generally within 30 days of becoming a Covered Person). Failure to do so will be considered a significant violation of this Code .
    Process for Opening a Morgan Stanley Brokerage Account.
 
      In order to open an account at a Morgan Stanley Broker, you are required to pre-clear the account by submitting a completed and signed copy of the Account Pre-Approval Form to Compliance. See Schedule C . This approval process is necessary to enable Compliance to initiate the automated reporting of your account information and activity. You are responsible for reporting your

9


 

      Morgan Stanley Brokerage account number to Compliance as soon as it becomes available. The process in non-U.S. offices may vary.
 
    Non-Morgan Stanley Accounts by Special Permission only.
 
      Exceptions to the requirement to maintain Employee Securities Accounts at a Morgan Stanley Broker are rare and will be granted only with the prior written approval of Compliance. If your request is approved, you will be required to ensure that duplicate confirmations and statements are sent to Compliance. Situations in non-U.S. offices may vary.
 
      If you maintain an outside account without appropriate approval, you must immediately disclose this to Compliance.
 
    Individual Savings Accounts (for employees of MSIM Ltd.)
 
      MSIM Ltd. employees are permitted to establish ISAs with outside managers but details may require pre-clearance. The degree of reporting that will be required will depend on the type of ISA held. Fully discretionary managed ISAs (i.e. an independent manager makes the investment decisions) may be established and maintained without the prior approval of Compliance, provided that you exercise no influence or control on stock selection or other investment decisions. Once an ISA is established, details must be disclosed via the Firm’s Outside Business Interests system “OBI”. Non-discretionary ISAs (including single company ISAs) where an employee makes investment decisions may only be established and maintained if pre-clearance from Compliance is sought, duplicate statements are supplied to Compliance and the Code of Ethics quarterly and annual reporting requirements are met.
 
    Mutual Fund Accounts
 
      You may open an account for the purchase of Proprietary or Sub-advised Mutual Funds, such as an account directly with a fund transfer agent, if a completed and signed copy of an Account Pre-Approval Form and is submitted to Compliance for approval. See Schedule C . If approved, and if the account is held outside of Morgan Stanley (i.e. for Sub-advised Funds), duplicate confirmations of all transactions and statements must be sent to Compliance.
 
      Please note that you may open a Mutual Fund-only account (i.e. accounts at Vanguard or Fidelity which may not hold any Covered Security) without prior approval from Compliance .

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    Discretionary Managed Accounts.
 
      You may open a fully discretionary managed account (“Discretionary Managed Account”) at Morgan Stanley if the account meets the standards set forth below. In certain circumstances and with the prior written approval of Compliance, you may appoint non-Morgan Stanley managers (e.g., trust companies, banks or registered investment advisers) to manage your account.
 
      In order to establish a Discretionary Managed Account, you must grant to the manager complete investment discretion over your account. Pre-clearance is not required for trades in this account; however, you may not participate, directly or indirectly, in individual investment decisions or be made aware of such decisions before transactions are executed. This restriction does not preclude you from establishing investment guidelines for the manager, such as indicating industries in which you desire to invest, the types of securities you want to purchase or your overall investment objectives. However, those guidelines may not be changed so frequently as to give the appearance that you are actually directing account investments.
 
      To open a Discretionary Managed Account, you must submit the Account Pre-Approval Form to Compliance, along with the required documentation (i.e. the advisory agreement or contract with the manager). See Schedule C . If it is managed by a non-Morgan Stanley manager, you must designate duplicate copies of trade confirmations and statements to be sent to Compliance. To the extent that you direct trades in a Discretionary Managed Account for tax purposes, you must obtain pre-clearance for each of these transactions from Compliance.
 
    Issuer Purchase Plans.
 
      You may open an account directly with an issuer to purchase its shares, such as a dividend reinvestment plan, or “DRIP,” by notifying your local Compliance group and by pre-clearing the initial purchase of shares. See Schedule C . You must also report holdings annually to Compliance.
 
    Other Morgan Stanley Accounts:
Employee Stock Purchase Plan (ESPP)
Employee Stock Ownership Plan (ESOP)
Employee Incentive Compensation Plan (EICP)
Morgan Stanley 401(k) ( 401(k) ).

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      You do not have to pre-clear participation in the Morgan Stanley ESPP, ESOP, EICP or 401(k) Plan with Compliance. However, you must disclose participation in any of these plans (quarterly, upon initial participation, and on annual certifications).
 
      NOTE: PARTICIPATION IN A NON-MORGAN STANLEY 401(k) PLAN OR SIMILAR ACCOUNT THAT PERMITS YOU TO TRADE COVERED SECURITIES MUST BE PRE-APPROVED BY COMPLIANCE.
 
    Investment Clubs
 
      You may not participate in or solicit transactions on behalf of investment clubs in which members pool their funds to make investments in securities or other financial products.
 
    529 Plans
 
      You do not have to pre-clear participation in a 529 Plan with Compliance.
  B.   Personal Trading
 
      You are required to obtain pre-clearance of personal securities transactions in Covered Securities, other than transactions in Proprietary or Sub-advised Mutual Funds. Exempt Securities do not require pre-clearance. Please see the Securities Transaction Matrix attached as Schedule A for additional information about when pre-clearance is or may not be required.
    Initiating a Transaction. 5
 
      Pre-clearance must be obtained by entering the trade request into the Trade Pre-Clearance System by typing “TPC” into your internet browser. For regions without access to TPC, please complete the Personal Securities Transaction Approval Form and submit it to Compliance. See Schedule C . Once Compliance has performed the necessary checks, Compliance will notify you promptly regarding your request.
 
    Pre-Clearance Valid for One Day Only.
 
      If your request is approved, such approval is valid only for the day it is granted. Any transaction not completed on that day will require a
 
5   Will change once pre-clearance is automated.

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      new approval. This means that open orders, such as limit orders and stop-loss orders, must be pre-cleared each day until the transaction is effected. 6
 
    Holding Requirement and Repurchase Limitations
 
      Proprietary or Sub-advised Mutual Funds
You may not redeem or exchange Proprietary Mutual Funds (i.e., Morgan Stanley or Van Kampen funds) until at least 60 calendar days from the purchase trade date.
 
      Sub-advised Mutual Funds are not subject to a holding period but do carry a reporting requirement, as detailed below.
 
      All other Covered Securities
You may not sell a Covered Security until you have held it for at least 30 days.
 
      If you sell a Covered Security, you may not repurchase the same security for at least 30 days.
 
      MSAITM Employees . In case of selling equity and equity-linked notes, Covered Persons at MSAITM must hold such instruments for at least six months; however, Compliance may grant an exception if the instruments are held for at least 30 calendar days from the date of purchase. This includes transactions in MS stock.
 
    Restrictions and Requirements for Portfolio Managers and Investment Personnel .
 
      Blackout Period . No purchase or sale transaction may be made in any Covered Security or a related investment (i.e., derivatives) by a Portfolio Manager for a period of seven calendar days before or seven calendar days after the Portfolio Manager purchases or sells the security on behalf of a Client. A Portfolio Manager may request an exception from the blackout period if the Covered Security was traded for an index fund or index portfolio.
 
      In addition, Investment Personnel who have knowledge of a Portfolio Manager’s trading activity are subject to the same blackout period.
 
      Investment Personnel must also obtain an additional signature from their manager prior to pre-clearance.
 
6   In the case of trades in international markets where the market has already closed, transactions must be executed by the next close of trading in that market.

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      UITs . Investment Personnel involved in determining the composition of a UIT portfolio, or who have knowledge of the composition of a UIT portfolio prior to deposit, are considered Portfolio Managers and may not buy or sell a Covered Security within seven calendar days before or seven calendar days after such Covered Security is included in the initial deposit of a UIT portfolio.
 
      Closed-End Funds . Portfolio Managers are permitted to purchase closed-end funds that they manage and that are not traded on an exchange with prior approval from Compliance.
 
    Restrictions for Research Analysts
 
      Research Analysts may not own or trade any Covered Security for which he or she provides research coverage. If a Research Analyst commences research coverage for a Covered Security that he or she already owns, the Research Analyst may be asked to sell the Covered Security to avoid any potential or actual conflict of interest.
 
    Restrictions for Senior Loan Employees
 
      Senior Loan Employees may not purchase any Covered Security issued by any company that has a loan or loans held in any senior loan fund.
 
      As a reminder, Senior Loan Employees are also subject to the MSIM Senior Loan Firewall Procedures.
 
    Transactions in Morgan Stanley (MS) Stock
 
      You may only transact in MS stock during designated window periods. If you are purchasing or selling MS stock through a brokerage account, you must pre-clear the transaction through Compliance. All other holding and reporting requirements for Covered Securities also apply.
 
      For MSAITM employees, as noted above, a six-month holding period applies.
 
      You do not have to pre-clear transactions in MS stock sold out of your EICP, ESOP, ESPP or 401(k) Plan.
 
      Additional Restrictions for “Access Persons.”
 
      Morgan Stanley imposes additional restrictions on selling MS stock for Access Persons, defined as:

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  Ø   Morgan Stanley and Van Kampen Management Committee members;
 
  Ø   Managing Directors (and other employees with the highest title in a business or infrastructure unit, e.g., Executive Vice President); and
 
  Ø   Certain other employees who are considered to be Access Persons because of their job functions. (Global Compliance will contact you on a quarterly basis if you fall into this category.)
      Firm policy requires Access Persons to hold a position in MS stock for a minimum of six months in their employee and employee-related accounts. Shares acquired as part of equity-based compensation are exempt from this holding period requirement. In addition, Access Persons may not transact in the common stock or options of Goldman Sachs, Merrill Lynch or Lehman Brothers, except during a window period. Additionally, employees may never buy or sell MS stock if in possession of material, non-public information regarding Morgan Stanley.
 
    Trading Derivatives
 
      You may not trade forward contracts, physical commodities and related derivatives, currencies, over-the-counter warrants or swaps. In addition, you may not trade futures under this Code.
 
      The following is a list of permitted options trading:
 
      Call Options .
 
      Listed Call Options . You may purchase a listed call option only if the call option has a period to expiration of at least 30 days from the date of purchase and you hold the call option for at least 30 days prior to sale. If you choose to exercise the option, you must also hold the underlying security delivered pursuant to the exercise for 30 days.
 
      Covered Calls . You may also sell (or “write”) a call option only if you have held the underlying security (in the corresponding quantity) for at least 30 days.
 
      Put Options .
 
      Listed Put Options . You may purchase a listed put option only if the put option has a period to expiration of at least 30 days from

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      the date of purchase and you hold the put option for at least 30 days prior to sale. If you purchase a put option on a security you already own, you may only exercise the put once you have held the underlying security for 30 days.
 
      Selling Puts . You may not sell (“write”) a put.
 
      Please note that you must obtain pre-clearance to exercise an option as well as to purchase or sell an option.
 
    Other Restrictions
 
      IPOs and New Issues . Consistent with the Code of Conduct, you and your Employee Securities Account(s) are prohibited from acquiring any equity security in an IPO.
 
      Please note that this restriction applies to your immediate family as well, regardless of whether the accounts used to purchase IPOs are considered Employee Securities Accounts.
 
      Purchases of new issue debt are permitted, provided such purchases are pre-cleared and meet other relevant requirements of the Code.
 
      Open Client Orders . Personal trade requests will be denied if there is an open order for any Client in the same security or related security. Exemptions are granted if the Covered Security is being purchased or sold for a passively-managed index fund or index portfolio.
 
      Short Sales . You may not engage in short selling of Covered Securities.
 
      Restricted List . You may not transact in Covered Securities that appear on the Firmwide Restricted List. Compliance will check the Restricted List as part of its pre-clearance process.
 
    Other Criteria Considered in Pre-Clearance
 
      In spite of adhering to the requirements specified throughout this Section, Compliance, in keeping with the general principles and objectives of the Code, may refuse to grant pre-clearance of a Personal Securities Transaction in its sole discretion without being required to specify any reason for the refusal.

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    Reversal and Disgorgement
 
      Any transaction that is prohibited by this Section may be required to be reversed and any profits (or any differential between the sale price of the Personal Security Transaction and the subsequent purchase or sale price by a relevant Client during the enumerated period) will be subject to disgorgement at the discretion of Compliance. Please see the Code Section regarding Enforcement and Sanctions below.
  C.   Other Pre-Clearance Requirements
 
      Please note that the following activities also require pre-clearance under the Code:
    Outside Activities
 
    Investments in Private Placements
 
    Political Contributions
    Please refer to the Sections below for more details on the additional Code requirements regarding these activities.
 
III.   REPORTING REQUIREMENTS
  A.   Initial Holdings and Brokerage Account(s) Reports and Certification
 
      When you begin employment with MSIM or you otherwise become a Covered Person, you must provide an Initial Listing of Securities Holdings and Brokerage Accounts Report to Compliance no later than 10 days after you become a Covered Person. The information must not be more than 45 days old from the day you became a Covered Person and must include:
  Ø   the title and type, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of any Covered Security;
 
  Ø   the name of any broker-dealer, bank or financial institution where you hold an Employee Securities Account;
 
  Ø   any Outside Activities; and
 
  Ø   the date you submitted the Initial Holdings Report.
    Certification
 
      All new Covered Persons will receive training on the principles and procedures of the Code. As a Covered Person, you must also

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      certify that you have read, understand and agree to abide by the terms of the Code. See Schedule C .
  B.   Quarterly Transactions Report
 
      You must submit a Quarterly Transaction Report no later than 10 calendar days after the end of each calendar quarter to Compliance. The report must contain the following information about each transaction involving a Covered Security:
  Ø   the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares and principal amount of any Covered Security;
 
  Ø   the nature of the transaction (i.e. purchase, sale or other type of acquisition or disposition);
 
  Ø   the price of the security at which the transaction was effected;
 
  Ø   the name of the broker-dealer or bank with or through which the transaction was effected; and
 
  Ø   the date you submitted the Quarterly Report.
    Exceptions
 
      You do not have to submit a Quarterly Transactions Report if it would duplicate information in broker trade confirmations or account statements Compliance already receives or may access, such as Morgan Stanley brokerage accounts pre-approved by Compliance, direct accounts for the purchase of Proprietary Mutual Funds and employee-benefit related accounts (i.e. Morgan Stanley 401(k), ESPP, ESOP, and EICP). For non-Morgan Stanley confirmations and account statements, Compliance must receive this information no later than 30 days after the end of the applicable calendar quarter.
 
      A reminder to complete the Quarterly Transaction Report will be provided to you by Compliance at the end of each calendar quarter. See Schedule C .

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  C.   Annual Holdings Report and Certification of Compliance
 
      Annually, you must report holdings and transactions in Covered Securities by completing the Annual Holdings Report and Certification of Compliance, which includes the following information:
  Ø   a listing of your current Morgan Stanley brokerage account(s);
 
  Ø   a listing of all securities beneficially owned by you in these account(s);
 
  Ø   all your approved Outside Activities, including non-Morgan Stanley brokerage accounts, Private Placements and Outside Activities; and
 
  Ø   all other investments you hold outside of Morgan Stanley (such as DRIPs, other 401(k)s and any securities held in certificate form).
      The information must not be more than 45 days old on the day you submit the information to Compliance. You must also certify that you have read and agree to abide by the requirements of the Code and that you are in compliance with the Code. The Report must be submitted within 30 days after the end of each year.
 
      The link to the Annual Holdings Report and Certification of Compliance will be provided to you by Compliance within the first week of each calendar year. See Schedule C .
IV.   OUTSIDE ACTIVITIES AND PRIVATE PLACEMENTS
  A.   Approval to Engage in an Outside Activity
 
      You may not engage in any Outside Activity, regardless of whether or not you receive compensation , without prior approval from Compliance. If you receive approval, it is your responsibility to notify Compliance immediately if any conflict or potential conflict of interest arises in the course of the Outside Activity.
 
      Examples of an Outside Activity include providing consulting services, organizing a company, giving a formal lecture or publishing a book or article, accepting compensation from any person or organization other than the Firm, serving as an officer, employee, director, partner, member, or advisory board member of a company or organization not affiliated with the Firm, whether or not related to the financial services industry

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      (including charitable organizations or activities for which you do not receive compensation). Generally, you will not be approved for any Outside Activity related to the securities or financial services industry other than activities that reflect the interests of the industry as a whole and that are not competitive with those of the Firm.
 
      A request to serve on the board of any company, especially the board of a public company, will be granted in very limited instances only. If you receive an approval, your directorship will be subject to the implementation of information barrier procedures to isolate you from making investment decisions for Clients concerning the company in question, as applicable.
 
  B.   Approval to Invest in a Private Placement
 
      You may not invest in a Private Placement of any kind without prior approval from Compliance. Private Placements include investments in privately held corporations, limited partnerships, tax shelter programs and hedge funds (including those sponsored by Morgan Stanley or its affiliates).
 
  C.   Approval Process
 
      You may request pre-clearance of Outside Activities and Private Placements by using the web-based Outside Business Interest (OBI) system, which can be found under Quick Links on the Legal and Compliance Division portal. You must complete the Form, (including obtaining your supervisor’s signature), before you submit the request to Compliance.
 
  D.   Client Investment into Private Placement
 
      If you have a personal position in an issuer through a Private Placement, you must contact Compliance immediately if you are involved in considering any subsequent investment decision on behalf of a Client regarding any security of that issuer or its affiliate. In these instances, the relevant Chief Investment Officer will make an independent determination of the final investment decision and document the same, with a copy to Compliance.
V.   POLITICAL CONTRIBUTIONS
 
    Morgan Stanley places certain restrictions and obligations on its employees in connection with their political contributions and solicitation activities. Morgan Stanley’s Policy on U.S. Political Contributions and Activities (the “Policy”) is designed to permit Employees, Morgan Stanley and the Morgan Stanley Political Action Committee to pursue legitimate political activities and to make political

20


 

    contributions to the extent permitted under applicable regulations. The Policy prohibits any political contributions, whether in cash or in kind, to state or local officials or candidates in the United States that are intended or may appear to influence the awarding of municipal finance business to Morgan Stanley or the retention of that business.
 
    You are required to obtain pre-clearance from Compliance prior to making any political contribution to or participating in any political solicitation activity on behalf of a U.S. federal, state or local political candidate, official, party or organization by completing a Political Contributions Pre-Clearance Form. See Schedule C .
 
    Restricted Persons, as defined in the Policy, and certain executive officers are required to report to Compliance, on a quarterly basis, all state and local political contributions. Compliance will distribute disclosure forms to the relevant individuals each quarter. The information included on these forms will be used by Morgan Stanley to ensure compliance with the Policy and with any applicable rules, regulations and requirements. In addition, as required by applicable rules, Morgan Stanley will disclose to the appropriate regulators on a quarterly basis any reported political contributions by Restricted Persons.
 
    Violations of this Policy can have serious implications on Morgan Stanley’s ability to do business in certain jurisdictions. Contact Compliance if you have any questions.
 
VI.   GIFTS AND ENTERTAINMENT
 
    Morgan Stanley’s Code of Conduct sets forth specific conditions under which employees and their family members may accept or give gifts or entertainment. In general, employees and their families may not accept or give gifts or special favors (other than an occasional non-cash gift of nominal value) from or to any person or organization with which Morgan Stanley has a current or potential business relationship. Please contact Compliance for your region’s Gifts and Entertainment policy.
 
VII.   CONSULTANTS AND TEMPORARY EMPLOYEES
 
    Consultants and other temporary employees who fall under the definition of a Covered Person by virtue of their duties and responsibilities with MSIM (i.e. any person who provides investment advice on behalf of MSIM, is subject to the supervision and control of MSIM and who has access to nonpublic information regarding any Client’s purchase or sale of securities, or who is involved in making securities recommendations to Clients, or who has access to such recommendations that are nonpublic) must adhere to the following Code provisions:
  Ø   Reporting on an initial, quarterly and annual basis;

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  Ø   Duplicate confirmations and statements sent to Compliance for transactions in any Covered Security;
 
  Ø   Restriction from participating in any IPOs;
 
  Ø   Pre-clearance of any Outside Activities and Private Placements.
    Only consultants or temporary employees hired for more than one year are required to transfer any brokerage accounts to Morgan Stanley.
 
VIII.   REVIEW, INTERPRETATIONS AND EXCEPTIONS
 
    Compliance is responsible for administering the Code and reviewing your Initial, Quarterly and Annual Reports. Compliance has the authority to make final decisions regarding Code policies and may grant an exception to a policy as long as it determines that no abuse or potential abuse is involved. Compliance will grant exceptions only in rare and unusual circumstances, such as financial hardship. You must contact Compliance with any questions regarding the applicability, meaning or administration of the Code, including requests for an exception, in advance of any contemplated transaction.
 
IX.   ENFORCEMENT AND SANCTIONS
 
    All violations of this Code must be reported to the Chief Compliance Officer and on a quarterly basis to senior management and the applicable funds’ board of directors. MSIM may impose sanctions as appropriate, including notifying the Covered Person’s manager, issuing a reprimand (orally or in writing), monetary fine, demotion, suspension or termination of employment. The following is a schedule of sanctions for failure to abide by the requirements of the Code. Violations are considered on a cumulative basis.
 
    These sanctions are intended to be guidelines only. Compliance, in its discretion, may recommend imposition of more severe sanctions if deemed warranted by the facts and circumstances of each violation. Senior management at MSIM, including the Chief Compliance Officer, are authorized to determine the choice of sanctions to be imposed in specific cases, including termination of employment.
 
    Sanctions may vary based on regulatory concerns in your jurisdiction.

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Violation       Sanction
Failing to complete documentation or meet reporting requirements (i.e. Annual Certification or Code of Ethics acknowledgement; provision of statements and confirms) in a timely manner
  1 st Offense   Letter of Warning
  2 nd Offense   Violation Letter plus $200 Fine
  3 rd Offense   Violation Letter and $300 Fine plus 3-month trading ban
 
       
Failing to obtain authorization for a trade or trading on day after pre-clearance is granted for a personal securities transaction
  1 st Offense   Letter of Warning; possible reversal of trade with any profits donated to charity
  2 nd Offense   Violation Letter; possible reversal of trade with any profits donated to charity plus a fine representing 5% of net trade amount donated to charity
  3 rd Offense   Violation Letter; possible reversal of trade with any profits donated to charity and a fine representing 5% of net trade amount donated to charity plus a 3-month trading ban
 
       
Trading within 30 day holding period (6 months for MSAITM) or trading MS stock outside designated window periods
  1 st Offense   Letter of Warning; mandatory reversal of trade with any profits donated to charity
  2 nd Offense   Violation Letter; mandatory reversal of trade with any profits donated to charity plus a fine representing 5% of net trade amount donated to charity
  3 rd Offense   Violation Letter; mandatory reversal of trade with any profits donated to charity and a fine representing 5% of net trade amount donated to charity, plus a 3-month trading ban.

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Violation   Sanction
Failing to get outside brokerage account approved
  1 st Offense   Letter of Warning; account moved to a MS Broker immediately
 
  2 nd Offense   Violation Letter; account moved to a MS Broker immediately, plus $200 fine
 
  3 rd Offense   Violation Letter; account moved to a MS Broker immediately, plus $300 fine
 
       
Failing to get an Outside Activity or Private Placement pre-approved)
  1 st Offense   Letter of Warning; possible termination of OBI
 
  2 nd Offense   Violation Letter; possible termination of OBI plus $200 fine
 
  3 rd Offense   Violation Letter; termination of OBI plus $300 fine
 
       
Trading in seven day blackout period or purchasing an IPO
  1 st Offense   Letter of Warning; reversal of trade with any profits donated to charity
  2 nd Offense   Violation Letter, reversal of trade with any profits donated to charity, plus a fine representing 5% of net trade amount donated to charity and a ban from trading for three months
  3 rd Offense   Violation Letter, reversal of trade with any profits donated to charity, a fine representing 5% of net trade amount donated to charity and a ban from trading for six months
 
       
Front running (trading ahead of a Client)   Each case to be considered on its merits. Possible termination and reporting to regulatory authorities.
 
       
Insider trading (trading on material
non-public information)
  Each case to be considered on its merits. Possible termination and reporting to regulatory authorities.

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SCHEDULE A
SECURITIES TRANSACTION MATRIX
                         
    Pre-Clearance     Reporting     Holding  
TYPE OF SECURITY   Required     Required     Required  
Covered Securities                        
 
                       
Pooled Investment Vehicles:
                       
Closed-End Funds
  Yes   Yes   Yes
Open-End Mutual Funds advised or sub-advised by MSIM
  No   Yes   Yes
Unit Investment Trusts
  No   Yes   No
Exchange Traded Funds (ETFs)
  Yes   Yes   Yes
 
                       
Equities:
                       
MS Stock 7
  Yes   Yes   Yes
Common Stocks
  Yes   Yes   Yes
ADRs
  Yes   Yes   Yes
DRIPs 8
  Yes   Yes   Yes
Stock Splits
  No   Yes   Yes
Rights
  Yes   Yes   Yes
Stock Dividend
  No   Yes   Yes
Warrants (Exercised)
  Yes   Yes   Yes
Preferred Stock
  Yes   Yes   Yes
Initial Public Offerings (equity IPOs)
          PROHIBITED        
Hedge Funds
  Yes   Yes   No
 
                       
Derivatives
                       
MS (stock options)
  Yes   Yes   Yes
Common Stock Options
  Yes   Yes   Yes
Forward Contracts
          PROHIBITED        
Commodities
          PROHIBITED        
Currencies
          PROHIBITED        
OTC warrants or swaps
          PROHIBITED        
Futures
          PROHIBITED        
 
7   Employees may only transact in MS stock during designated window periods.
 
8   Automatic purchases for dividend reinvestment plan are not subject to pre-approval requirements.


 

                         
    Pre-Clearance     Reporting     Holding  
TYPE OF SECURITY   Required     Required     Required  
Covered Securities                        
 
                       
Fixed Income Instruments:
                       
Fannie Mae
  Yes   Yes   Yes
Freddie Mac
  Yes   Yes   Yes
Corporate Bonds
  Yes   Yes   Yes
Convertible Bonds (converted)
  Yes   Yes   Yes
Municipal Bonds
  Yes   Yes   Yes
New Issues (fixed income)
  Yes   Yes   Yes
 
                       
Private Placements (e.g. limited partnerships)
  Yes   Yes     N/A  
Outside Activities
  Yes   Yes     N/A  
Investment Clubs
          PROHIBITED        
                         
Exempt Securities                        
Mutual Funds (open-end) not advised or sub-advised by MSIM
  No   No   No
US Treasury 9
  No   No   No
CDs
  No   No   No
Money Markets
  No   No   No
GNMA
  No   No   No
Commercial Paper
  No   No   No
Bankers’ Acceptances
  No   No   No
High Quality Short-Term Debt Instruments 10
  No   No   No
 
9   For international offices, the equivalent shares in fixed income securities issued by the government of their respective jurisdiction (i.e. international government debt).
 
10   For which these purposes are repurchase agreements and any instrument that has a maturity at issuance of fewer than 366 days that is rated in one of the two highest categories by a nationally recognized statistical rating organization.


 

SCHEDULE B
MSIM AFFILIATES
Registered Investment Advisers
Morgan Stanley Investment Advisors Inc.
Morgan Stanley Investment Management Inc.
Morgan Stanley AIP GP LP
Morgan Stanley Alternative Investment Partners LP
Private Investment Partners, Inc.
Morgan Stanley Hedge Fund Partners GP LP
Morgan Stanley Hedge Fund Partners LP
Van Kampen Asset Management
Van Kampen Advisors Inc.
Morgan Stanley Investment Management Limited (London)
Morgan Stanley Investment Management Company (Singapore)
Morgan Stanley Asset & Investment Trust Management Co., Limited (Tokyo)

Morgan Stanley Investment Management Private Limited (Mumbai)*
Registered Investment Advisers Private Equity
Early Adopter Fund Manager, Inc.
Morgan Stanley Capital Partners III, Inc.
Morgan Stanley Global Emerging Markets, Inc.
Morgan Stanley Leveraged Equity Fund II, Inc.
MSDW Capital Partners IV, Inc.
MSDW Venture Partners IV Inc.
Morgan Stanley Private Equity Asia, Inc.
MSVP 2002, Inc.
Morgan Stanley Venture Capital III, Inc.
Morgan Stanley Private Equity Asia, Inc.
Morgan Stanley Private Equity Asia III, Inc.
Morgan Stanley Infrastructure Fund Inc.
Broker-Dealers
Morgan Stanley Distributors Inc.
Morgan Stanley Distribution Inc.
Transfer Agents
Morgan Stanley Services Company Inc.
Morgan Stanley Trust Co.
Van Kampen Investments, Inc.
Van Kampen Funds Inc.
Van Kampen Trust Company
Van Kampen Investor Services Inc.
 
*Not registered with the Securities and Exchange Commission.


 

SCHEDULE C
CODE OF ETHICS FORMS
Procedures in non-U.S. offices may vary
Account Opening Forms
Brokerage
Mutual Funds

Discretionary Managed Accounts
Dividend Reinvestment Plan (DRIPs) (As per the Code of Ethics, you must only pre-clear the
initial purchase in a DRIP Plan)
Transaction Pre-Clearance
Trade Pre-Clearance System
Outside Business Interest System (Outside Activities and Private Placements)
Political Contributions
Reporting Forms
Initial Holdings Report (Please contact your local Compliance group)
Quarterly Transactions Report
Annual Holdings Report and Certification of Compliance (Please contact your local Compliance group)
Certification
Initial Certification (Please contact your local Compliance group)
Certification of Amended Code
Annual Certification

 

Exhibit 99(p)(xvi)
NISA Investment Advisors, L.L.C.
Code of Ethics *
Standards of Professional Conduct * *
     The following is a general overview of the standards expected of all employees. Many of these standards are explained and expanded in further detail in other sections of this Compliance Manual. If policies overlap or conflict, the employee shall abide by the more stringent standard. Since these policies are adapted from the CFA Institute, not all of these policies may be applicable to all or any employees.
I. Overview
  A.   The employee shall:
    Act with integrity, competence, diligence, respect, and in an ethical manner with the public, clients, prospective clients, employer, employees, colleagues in the investment profession, and other participants in the global capital markets.
 
    Place the integrity of the investment profession and the interests of clients above his/her own personal interests.
 
    Use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, taking investment actions, and engaging in other professional activities.
 
    Practice and encourage others to practice in a professional and ethical manner that will reflect credit on themselves and the profession.
 
    Promote the integrity of, and uphold the rules governing capital markets.
 
    Maintain and improve his/her professional competence and strive to maintain and improve the competence of other investment professionals.
  B.   Whistleblower
The purpose of this policy is to provide protections for employees who, in good faith, report concerns regarding NISA’s business activities or the activities of NISA employees that may be illegal, unethical, dishonest or in contravention of NISA’s policies.
A “Whistleblower” as defined by this policy is a NISA employee who reports an activity that he/she believes to be illegal, unethical, dishonest or in contravention of NISA’s policies or an employee who, in the course of an investigation of alleged illegal, unethical or dishonest activity, provides information requested by those investigating such allegations.
If an employee has knowledge of, or a concern about, illegal, unethical or dishonest activity or an activity that contravenes NISA’s policies, the employee should contact his/her immediate supervisor, the President, General Counsel, Chief Compliance Officer, Manager — Human Resources & Administration or a NISA Ombudsman.
 
*   NISA’s Code of Ethics applies to all employees, temporary workers and consultants working for NISA.
 
* *   Adapted from the CFA Institute Standards of Professional Conduct, effective January 1, 2006.
         
Section II.   Code of Ethics
A. Standards of Professional Conduct
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A Whistleblower is entitled to confidentiality to the extent possible, and to protections from reprisal or retaliation as a result of reporting such allegations or cooperating in the investigation of such allegations. The confidentiality of a Whistleblower shall be maintained to the extent practical and consistent with NISA’s obligation and the need to undertake a full and fair investigation of the activity. Further, no employee of NISA shall retaliate against a Whistleblower. This includes, but is not limited to, protection from retaliation in the form of an adverse employment action such as termination, compensation decreases, poor work assignments and/or threats of physical harm. Any Whistleblower who believes he/she is being retaliated against must contact the President, General Counsel, Chief Compliance Officer, Manager — Human Resources & Administration or a NISA Ombudsman immediately. The right of a Whistleblower to protection against retaliation does not include immunity for any personal wrongdoing on the part of the Whistleblower that may have occurred, whether related to the activity in question or otherwise.
All reports from employees of alleged illegal, unethical or dishonest activities or an activity that contravenes NISA’s policies shall be promptly submitted to the General Counsel, who will coordinate the investigation, reporting and resolution of the matter.
An employee who knowingly files a false report of wrongdoing shall be subject to discipline up to and including termination.
Any questions regarding this policy should be directed to the Manager — Human Resources & Administration.
II. Standards of Professional Conduct
  A.   Professionalism
  1.   Knowledge of the Law
 
      The employee shall understand and comply with all applicable laws, rules, and regulations of any government, regulatory organization, licensing agency, or professional association governing his/her professional activities. In the event of conflict, the employee shall comply with the more strict law, rule, or regulation. The employee shall not knowingly participate or assist in, must dissociate from, and must notify the appropriate personnel at NISA of any violation of such laws, rules, or regulations.
 
  2.   Independence and Objectivity
 
      The employee shall use reasonable care and judgment to achieve and maintain independence and objectivity in his/her professional activities. The employee shall not offer, solicit, or accept any gift, benefit, compensation, or consideration that reasonably could be expected to compromise his/her own or another’s independence and objectivity.
 
  3.   Misrepresentation
 
      The employee shall not knowingly make any misrepresentations relating to investment analysis, recommendations, actions, or other professional activities.
 
  4.   Misconduct
 
      The employee shall not engage in any professional conduct involving dishonesty, fraud or deceit, or commit any act that reflects adversely on his/her professional reputation, integrity, or competence.
         
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  B.   Integrity of Capital Markets
  1.   Material Nonpublic Information
 
      If the employee possesses material nonpublic information that could affect the value of an investment, he/she shall not act or cause others to act on the information.
 
  2.   Market Manipulation
 
      The employee shall not engage in practices that distort prices or artificially inflate trading volume with the intent to mislead market participants.
  C.   Duties to Clients
  1.   Loyalty, Prudence, and Care
 
      The employee has a duty of loyalty to NISA’s clients and must act with reasonable care and exercise prudent judgment. In performing its investment management duties, the employee shall act for the benefit of NISA’s clients and place NISA’s clients’ interests before NISA’s or his/her own interests. In relationships with clients, the employee shall determine applicable fiduciary duty and shall comply with such duty to persons and interests to whom it is owed.
 
  2.   Fair Dealing
 
      The employee shall deal fairly and objectively with all clients when providing investment analysis, making investment recommendations, taking investment action, or engaging in other professional activities.
 
  3.   Suitability
  a.   Each employee understands that the advisory relationship with a client is between NISA and the client. Accordingly, if it is within such employee’s responsibilities at NISA, he/she must:
  (1)   Make a reasonable inquiry into a client’s or prospective client’s investment experience, risk and return objectives, and financial constraints prior to making any investment recommendation or taking investment action, and must reassess and update this information regularly.
 
  (2)   Determine that an investment is suitable to the client’s financial situation and consistent with the client’s written objectives, mandates, and constraints before making an investment recommendation or taking investment action.
 
  (3)   Judge the suitability of investments in the context of the client’s Guidelines.
  b.   When the employee is responsible for managing a portfolio to a specific mandate, strategy, or style, he/she shall only make investment recommendations or take investment actions that are consistent with the stated objectives and constraints of the portfolio.
  4.   Performance Presentation
 
      When communicating investment performance information, the employee shall make reasonable efforts to determine that it is fair, accurate, and complete as further detailed in Section VI.A.
 
  5.   Preservation of Confidentiality
 
      The employee shall keep information about current, former, and prospective clients confidential unless:
  a.   The information concerns illegal activities on the part of the client or prospective client.
         
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  b.   Disclosure is required by law, a court or a regulatory agency.
 
  c.   The client or prospective client permits disclosure of the information.
 
  d.   Directed by the President, General Counsel or Chief Compliance Officer to do so. See Section II. H. for more information.
  D.   Duties to Employers
  1.   Loyalty
 
      In matters related to his/her employment, the employee shall act for the benefit of NISA and not deprive NISA of the advantage of his/her skills and abilities, divulge confidential information, or otherwise cause harm to NISA.
 
  2.   Additional Compensation Arrangements
 
      The employee shall not accept gifts, benefits, compensation, or consideration that competes with, or might reasonably be expected to create a conflict of interest with, NISA’s interest. See Section II. E. for more information.
 
  3.   Responsibilities of Supervisors
 
      The employee shall make reasonable efforts to detect and prevent violations of applicable laws, rules, regulations, and the Code and Standards by anyone subject to his/her supervision or authority.
  E.   Investment Analysis, Recommendations, and Action
  1.   Diligence and Reasonable Basis
 
      The employee shall, as appropriate:
  a.   Exercise diligence, independence, and thoroughness in analyzing investments, making investment recommendations, and taking investment actions.
 
  b.   Have a reasonable and adequate basis, supported by appropriate research and investigation, for any investment analysis, recommendation, or action.
  2.   Communication with Clients and Prospective Clients
 
      The employee shall:
  a.   Disclose to clients and prospective clients the basic format and general principles of the investment processes used to analyze investments, select securities, and construct portfolios, and must promptly disclose any changes that might materially affect those processes.
 
  b.   Use reasonable judgment in identifying which factors are important to his/her investment analyses, recommendations, or actions, and include those factors in communications with clients and prospective clients.
 
  c.   Distinguish between fact and opinion in the presentation of investment analysis and recommendations.
  3.   Record Retention
 
      The employee shall develop and maintain appropriate records to support his/her investment analysis, recommendations, actions, and other investment-related communications with clients and prospective clients.
         
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  F.   Conflicts of Interest
  1.   Disclosure of Conflicts
 
      The employee shall make full and fair disclosure to the President, General Counsel or Chief Compliance Officer of all matters that could reasonably be expected to impair his/her independence and objectivity or interfere with respective duties to NISA, NISA’s clients and NISA’s prospective clients. The employee shall verify that such disclosures are prominent, are delivered in plain language, and communicate the relevant information effectively.
 
  2.   Priority of Transactions
 
      Investment transactions for clients and employers must have priority over investment transactions in which the employee has a beneficial interest.
 
  3.   Referral Fees
 
      The employee shall disclose to the Legal/Compliance Group, clients, and prospective clients, as appropriate, any compensation, consideration, or benefit received from, or paid to, others for the recommendation of products or services.
(02/2007)
         
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NISA Investment Advisors, L.L.C.
Code of Ethics
*
Insider Trading Detection and Prevention
I. Policy on Insider Trading
  A.   Introduction
 
      NISA seeks to foster a reputation for integrity and professionalism. That reputation is a vital business asset. The confidence and trust placed in us by our advisory clients is something we value and endeavor to protect. To further that goal, this Policy specifies procedures to prevent improper trading activities resulting from the use of material, nonpublic information in securities transactions.
 
      Trading securities, whether for a personal portfolio or for NISA’s clients, while in possession of material, nonpublic information, or improperly communicating that information to others, may expose the employee to stringent penalties. Criminal sanctions may include a fine of $1,000,000 or more and/or ten or more years of imprisonment. Moreover, the SEC can recover the profits gained or losses avoided through insider trading, impose a penalty of up to three times the illicit windfall, and issue an order permanently barring the employee from the securities industry. The employee may also be sued by investors seeking to recover damages for insider trading violations. Regardless of whether a government inquiry or private lawsuit occurs, NISA views seriously any violation of this Policy.
 
  B.   Scope of the Policy
 
      This Policy is drafted broadly; it will be applied and interpreted in a similar manner. This Policy applies to securities trading and information handling by NISA employees for NISA’s clients’ portfolios as well as personal portfolios subject to Section II. C. of this Compliance Manual.
 
      The law of insider trading is unsettled. An individual may legitimately be uncertain about the application of the Policy in a particular circumstance. Often, a single question can prevent disciplinary action or complex legal problems. The employee should direct any questions relating to the Policy to the General Counsel or Chief Compliance Officer. The employee also must promptly notify the General Counsel or Chief Compliance Officer if the employee has any reason to believe that a violation of the Policy has occurred or is about to occur, or if the employee believes he/she may be in possession of material, non-public information.
 
  C.   General Policy on Insider Trading
 
      No person to whom this Policy applies, including the employee, may trade , either personally or on behalf of others (including accounts managed by NISA), while in possession and on the basis of material, nonpublic information; nor may NISA personnel communicate material, nonpublic information to others in violation of the law. This Section reviews principles important to the Policy.
 
*   NISA’s Code of Ethics applies to all employees, temporary workers and consultants working for NISA.
         
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  1.   What is Material Information?
 
      Information is “material” when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this is information that would likely affect the price of a company’s securities if disclosed. No simple “bright line” test exists to determine when information is material; an assessment of materiality involves a highly fact-specific inquiry. For this reason, the employee shall direct any questions about whether information is material to the General Counsel or Chief Compliance Officer.
 
      Material information also may relate to the market for a company’s securities. Information about NISA’s trading, as well as information about a significant order to purchase or sell securities may be deemed material. Similarly, prepublication information regarding reports in the financial press also may be deemed material. For example, the Supreme Court upheld the criminal convictions of insider trading defendants who capitalized on prepublication information about the WALL STREET JOURNAL’s Heard on the Street column.
 
  2.   What is Nonpublic Information?
 
      Information is “public” when it has been disseminated broadly to investors in the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. For example, information is public after it has become available to the general public through a public filing with the SEC or some other governmental agency, Bloomberg, the Dow Jones “tape,” the WALL STREET JOURNAL or some other publication of general circulation, and after sufficient time has passed so that the information has been disseminated widely.
 
  3.   Contacts with Public Companies
 
      Contacts with public companies may represent an important part of our research efforts. NISA may make investment decisions on the basis of our conclusions formed through such contacts and analysis of publicly-available information. Moreover, in the course of providing certain investment advisory services to public companies, NISA employees may become aware of material , nonpublic information, in which case difficult legal issues may arise. This could happen, for example, (i) if a company’s Chief Financial Officer prematurely discloses quarterly results to an analyst, (ii) if an investor relations representative makes a selective disclosure of adverse news to a handful of investors, or (iii) if NISA’s public company client, or potential client, discloses news or strategies related to the company to NISA employees and such information has not been disclosed publicly. In such situations, NISA must make a judgment as to its further conduct. To protect employees, our clients and NISA, the employee shall contact the General Counsel or Chief Compliance Officer as soon as possible if the employee believes that he may have received material, nonpublic information. NISA has set up “information barriers” to prevent employees on NISA’s trading desks from learning potentially material nonpublic information. See II. B. and II. C. below for additional information.
 
  4.   Tender Offers
 
      Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces extraordinary fluctuations in the price of the target company’s securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule that expressly forbids trading and “tipping” while in possession of material, nonpublic information regarding a tender offer received
         
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      from the tender offeror, the target company, or anyone acting on behalf of either. NISA employees and others subject to this Policy should exercise particular caution any time they become aware of nonpublic information relating to a tender offer.
 
  5.   Identifying Inside Information
 
      Before the employee executes any trade for himself or others, including any accounts managed by NISA, the employee must determine whether he has access to material, nonpublic information. If the employee thinks that he might have access to material, nonpublic information, the employee shall take the steps outlined in II. below.
    The employee shall consult ONLY with the President, Chief Compliance Officer or General Counsel before taking any action. This degree of caution is designed to protect the employee, NISA’s clients and NISA.
II.   Procedures to Implement the Policy on Insider Trading
 
    The following procedures have been established to aid NISA employees in avoiding insider trading, and to aid NISA in preventing, detecting and imposing sanctions against insider trading. Every NISA employee shall follow these procedures or risk serious sanctions, up to and including termination of employment, substantial personal liability and criminal penalties. If there are any questions about these procedures, the employee shall consult the General Counsel or Chief Compliance Officer.
  A.   Personal Securities Trading
 
      All employees are subject to NISA’s Personal Securities Transactions Policy set out in Section II. C. of this Compliance Manual.
 
  B.   Access to Material Nonpublic Information
 
      If the employee thinks that he/she might have access to or knowledge of material nonpublic information, the employee shall take each of the following steps:
  1.   Report the information and proposed trade, if any, as soon as possible to the General Counsel or Chief Compliance Officer. The information must be reported regardless of whether any trade is contemplated by the employee or others.
 
  2.   Do not purchase or sell the securities on behalf of the employee or others, including accounts managed by NISA.
 
  3.   Do not communicate the information inside or outside NISA, other than to the General Counsel or Chief Compliance Officer.
 
  4.   After the General Counsel or Chief Compliance Officer has reviewed the issue, the Legal/Compliance Group will determine whether the information is material and nonpublic and, if so, what action NISA should take. Should he or she deem it necessary, the appropriate officer shall advise the employee of his determination.
  C.   Restrictions on Disclosures
 
      NISA employees shall not disclose any nonpublic information (whether it is material or not) relating to NISA or its securities transactions to any person outside of NISA (unless such disclosure has been authorized by the General Counsel or the Chief Compliance Officer).
         
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      Potentially material, nonpublic information learned as a result of our research efforts or through an inadvertent disclosure by a client or a potential client may not be communicated to anyone, including persons within NISA, except as provided in II. B. above.
 
      Certain types of investment management assignments increase the likelihood that information disclosed by a public company prior to or in the course of the engagement may constitute material nonpublic information (such engagements and prospective engagements are termed “restricted engagements”). The following procedures shall be followed in connection with each prospective or new client, or a change or additional strategy of an existing client:
      In connection with each prospective or new engagement for a public company, the Client Services Group shall determine whether (i) the engagement is of a type in which NISA is likely to receive potentially material nonpublic information, and (ii) the public company has outstanding securities of a type that NISA could reasonably anticipate buying or selling for NISA clients.
  1.   If neither of the above is true, or if (i) is false but (ii) is true, then the account may be set up without any additional restrictions. The employee should continue to be aware of potential insider trading issues in connection with any additional information he may receive from a client or prospective client.
 
  2.   If (i) is true but (ii) is false, then the account may be set up without any additional restrictions. The employee should continue to be aware of potential insider trading issues in connection with his personal securities trading in connection with securities of such clients.
 
  3.   If (i) and (ii) are true, then the individual in the Client Services Group responsible for the coordination of the account shall notify the Legal/Compliance Group of the prospective or new engagement as soon as possible. If the Legal/Compliance Group, after consultation with the President, determines that the engagement should be a “restricted engagement,” then the Legal/Compliance Group shall implement measures to secure information that may be material nonpublic information. These procedures shall include restricting (i) access to physical files containing potentially material, nonpublic information, (ii) access to computer files containing such information, and (iii) communications about the potentially material nonpublic information among employees with access to such information and those without access to such information. The Legal/Compliance Group shall notify all employees involved in a “restricted engagement” that such engagement is restricted. NISA’s employees should be aware that conversations containing potentially material nonpublic information, if appropriate at all, should be conducted in private (for example, not in the general vicinity of the trading desks and not by cellular telephone, to avoid potential interception).
      Periodically, the Legal/Compliance Group shall review the “restricted engagements” list to determine whether an engagement or prospective engagement may no longer need to be a “restricted engagement” and add new engagements as necessary. For example, if the nonpublic information that NISA may have received has become public, then the engagement may no longer be deemed restricted.
         
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  D.   No Trade or Restricted Trade Orders
 
      NISA reserves the right at any time to name one or more securities with respect to which no trading (or only limited trading) will be allowed as determined by the President, Chief Compliance Officer or General Counsel. If NISA issues such a no-trade or restricted trade order, the existence of such order and the security(ies) subject to such order are to be kept strictly confidential, as determined by the President, Chief Compliance Officer or General Counsel. These restrictions may be applied to trading for NISA’s clients as well as personal securities transactions that are subject to NISA’s policies. These restrictions shall be communicated by the Legal/Compliance Group to the appropriate employees.
III.   Supervisory Procedures
 
    The Legal/Compliance Group has the primary responsibility for implementing and maintaining this policy. Supervisory Procedures can be divided into two classifications — prevention of insider trading and detection of insider trading.
  A.   Prevention of Insider Trading
 
      To prevent insider trading, the Legal/Compliance Group shall:
  1.   Undertake such educational activities as it deems necessary to familiarize employees with NISA’s policy and procedures;
 
  2.   Answer questions regarding NISA’s policy and procedures;
 
  3.   Resolve issues of whether information received by a NISA employee is material and nonpublic and determine what action, if any, should be taken;
 
  4.   Determine whether a prospective or new engagement should be a “restricted engagement”;
 
  5.   Implement measures to secure information related to “restricted engagements”;
 
  6.   Review on a regular basis and update as necessary NISA’s policy and procedures and list of “restricted engagements”; and
 
  7.   When it has been determined that a NISA employee has material, nonpublic information:
  a.   Implement measures to prevent dissemination of such information, and
 
  b.   If necessary, restrict trading in the relevant securities.
  B.   Detection of Insider Trading
 
       To detect insider trading, the Legal/Compliance Group shall:
  1.   In approving personal securities transactions, consider restricted and potentially restricted clients and prospective clients;
 
  2.   Review the quarterly personal securities trading reports filed by each employee;
 
  3.   Review the trading activity of the accounts managed by NISA;
 
  4.   Review trading activity of NISA’s proprietary account, if any;
 
  5.   Promptly investigate all reports of any possible violations of NISA’s Insider Trading Detection and Prevention Policy; and
 
  6.   Coordinate the review of such reports with other appropriate NISA employees.
         
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  C.   Special Reports to Management
 
      Promptly upon learning of a potential violation of NISA’s Insider Trading Detection and Prevention Policy, the Legal/Compliance Group shall prepare a written report to the President providing full details, which may include: (i) the name of particular securities involved, if any; (ii) the date(s) the Legal/Compliance Group learned of the potential violation and began investigating; (iii) the accounts and individuals involved; (iv) actions taken as a result of the investigation, if any; and (v) recommendations for further action.
(02/2007)
         
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NISA Investment Advisors, L.L.C.
Code of Ethics
*
Personal Securities Transactions
I.   Overview
 
    As part of fulfilling NISA’s fiduciary duty to clients and in order to comply with applicable laws, this policy shall govern employees’ securities transactions. This policy covers (i) the employee’s trading of securities for accounts other than those of NISA’s clients, and (ii) trading by other persons for any account in which the employee has a beneficial interest. For purposes of this policy, the following are included within the meaning of accounts in which the employee has beneficial ownership: accounts involving (a) the employee’s spouse or minor children or person(s) whose relationship to the employee is similar to that of a spouse or minor child, (b) any relative of the employee (or employee’s spouse) living in the same household as the employee, or (c) any other person if the employee obtains benefits from the accounts of such person substantially equivalent to those of ownership.
 
    Definition of Security. For purposes of this policy, the term “security” means any interest or instrument commonly known as a security, whether debt, equity, or commodities, including but not limited to, options on such instruments.
 
    For the purpose of this policy only, the foregoing definition of security notwithstanding, securities in portfolios managed by an independent third party fiduciary, shares of open-end investment companies (mutual and money market funds) or interests in collective trusts not managed or subadvised by NISA, securities representing direct U.S. Government obligations, variable insurance products, and certain high quality short-term investments, commercial paper, bankers’ acceptances, and certificates of deposit are not considered securities (except for the prohibitions stated in II. C. below with respect to the “60-day rule”).
 
    Because the personal securities transactions of the employee may conflict with NISA’s duty to its clients, the personal securities transactions of all employees shall be closely monitored and regularly reviewed by the Legal/Compliance Group to verify compliance with this policy. The Legal/Compliance Group will consider, among other things, whether the employee’s specific personal securities transactions conflict with recommendations or transactions in NISA’s clients’ accounts.
 
    Certain high-risk trading activities, if used in the management of the personal trading portfolios, pose additional risks not only because of the nature of the securities transactions themselves, but also because of the potential that the action necessary to close out the transactions may become prohibited during the term of the transactions. An example of such activities includes trading in derivative instruments such as option contracts to purchase (“call”) or sell (“put”) securities at certain predetermined prices. NISA employees should understand that in addition to involving special risks, the employee may find himself “frozen” in a position.
 
    The President, Chief Compliance Officer or General Counsel may prohibit trading in any security at any time without advance notice.
 
    NISA shall not bear any losses incurred in personal accounts as a result of this policy.
 
*   NISA’s Code of Ethics applies to all employees, temporary workers and consultants working for NISA.
         
Section II.   Code of Ethics
C. Personal Securities Transactions
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II.   Personal Trading Policy
 
    The purchase of shares of Energizer Securities or the American Beacon Treasury Inflation Protected Securities Fund is prohibited.
  A.   Pre-approval of a personal security transaction (buy or sell) by the appropriate person as described in III. below and the General Counsel or Chief Compliance Officer is required prior to execution.
 
  B.   Purchase of Private Placements and Initial Public Offerings of equity or equity-related securities is prohibited if any member of the syndicate group is a firm with whom NISA currently does business or with whom NISA anticipates doing business. Pre-approval of a purchase of Private Placements and Initial Public Offerings must include pre-approval by the Chief Compliance Officer or the General Counsel to ascertain that no member of the syndicate group is a firm with which NISA currently does business or with which NISA anticipates doing business.
 
  C.   In order to encourage long term investing, NISA has adopted the “60-day rule” which prohibits employees from the purchase and sale or sale and purchase of the same (or equivalent) securities within sixty (60) calendar days. This rule applies to all financial instruments including those not defined as securities for purposes of this polic y (except money market funds), and to strategies that, in effect, accomplish the foregoing. Any profits realized on such short-term trades will be required to be disgorged and will be donated to a charitable organization chosen by the Chief Compliance Officer or President.
 
  D.   The following are prohibited:
  1.   Margin trading, or strategies that could result in the account being margined;
 
  2.   Short sales;
 
  3.   Orders other than “same-day” orders; and,
 
  4.   Holding more than one (1) percent of the outstanding securities of any one publicly traded company.
  E.   The Legal/Compliance Group shall regularly review trading activity to determine whether, after consultation with the President, further limits should be placed on employee trading.
 
  F.   Employees shall maintain accounts and execute transactions only with brokerage firms that do not do business with NISA, unless advance written approval is obtained from the President, Chief Compliance Officer or General Counsel.
III.   Pre-approval Process
  A.   The employee shall complete the Personal Securities Transaction Approval Request Form (the “PST Approval Form”), available on the NISAnet, for any transactions requiring pre-approval.
 
  B.   The employee shall obtain written confirmation on the PST Approval Form from a Senior Investment Officer, Fixed Income Trading (for bond trades), the Director of Equity Portfolio Trading (for equity trades), or their designated representatives, stating by their approval of each security on the PST Approval Form that NISA does not have an order pending, does not anticipate an order on the current day or next day and has not executed an order on the current day or on the prior trading day in that particular security or related security of the same issuer.
         
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  C.   Once the appropriate trading desk representative has approved the proposed personal security(ies) trade , the employee shall present the form to the General Counsel or Chief Compliance Officer for approval, such approval to be evidenced by the General Counsel’s or Chief Compliance Officer’s signature on the PST Approval Form. Once pre-approved, the trade may be executed. A pre-approved trade can only be executed on the day it is approved. If a pre-approved trade is not executed on the day it is approved, the pre-approval expires and the approval process described above must be repeated.
 
  D.   Once a pre-approved trade is executed, the employee shall enter the trade into NISA’s trade monitoring system within seven (7) calendar days and submit the original fully completed PST Approval Form to the Legal/Compliance Group.
IV.   Reporting
 
  The requirements listed below apply to all accounts that hold instruments that meet the definition of security as described in I. above.
  A.   Employees are required to disclose each brokerage account’s broker name, account holder, the name and number of shares held in the account, the trading authority and account number to the Legal/Compliance Group within seven (7) calendar days of (i) starting employment at NISA, (ii) any opening of a new brokerage account, (iii) of being granted trading authority in an account or obtaining beneficial ownership in an account as described in I. above, or (iv) upon request from the Legal/Compliance Group, which shall be no less than annually. The Legal/Compliance Group shall direct the broker to mail duplicate account statements to NISA and the employee shall consent to such request if required by the broker.
 
  B.   All employees shall submit a report listing all securities transactions for each calendar quarter within seven (7) calendar days of a quarter’s end. The report shall include: (i) the name of the security and the ticker (for equity) or the cusip (for debt), (ii) the number of shares in the transaction, (iii) the date of the transaction, (iv) the nature of the transaction (i.e., purchase, sale or other acquisition or disposition), (v) the price, (vi) the name of the broker or bank with whom the transaction was effected, and (vii) the date the report is submitted. The report shall include all acquisitions and dispositions including, but not limited to: programs that automatically reinvest dividends, charitable contributions, acquisition or disposition through gift or inheritance or through the exercise of warrants. The acquisition of securities through merger, acquisition or spin-offs, programs that automatically reinvest dividends, gift, inheritance or the exercise of warrants do not have to be pre-approved, but shall be reported. Similarly, the disposition of securities through charitable contributions or gifts need not be pre-approved, but shall be reported. The Legal/Compliance Group shall determine whether securities transactions reports are accurate, comply with applicable policies, and are received in a timely manner.
 
  C.   Each quarter, all employees shall attest that they have complied with the 60-day rule with respect to all financial instruments except money market funds and attest that they disclosed all new accounts subject to the policy.
 
  D.   The Legal/Compliance Group shall regularly review all relevant documents for compliance with this policy.
    It is not possible that this policy will cover all situations. We rely on our employees operating with the clients’ best interests in mind. Any questions on the application of this policy to a particular situation should be directed to the Legal/Compliance Group.
(02/2007)
         
Section II.   Code of Ethics
C. Personal Securities Transactions
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NISA Investment Advisors, L.L.C.
Code of Ethics
*
Political Contributions
Pay to Play Policy
NISA is committed to maintaining the integrity of its relationships with its government and public fund clients. In order to prevent the practice of making contributions to government officials, candidates, or trustees of public funds in order to influence the awarding/retention of advisory contracts (known as “pay-to-play”), employees are prohibited from making certain political contributions.
Employees are prohibited from making, directly or indirectly, contributions to any state or local officer or candidate for state or local office for whom the employee cannot vote.
Moreover, due to the potential conflict of interest, employees shall obtain pre-approval from the President, General Counsel or Chief Compliance Officer prior to making any contribution to any charity at the behest of any state or local employee, state or local office holder or candidate for such office.
Employees are permitted to make limited monetary contributions to state or local officials or candidates for state or local office for whom the employee can vote. These contributions may not exceed an aggregate of $250 per candidate annually. This aggregate includes contributions made by the employee’s immediate family. For the purpose of this policy, immediate family shall mean spouse and dependents only.
Upon request, employees shall disclose any contributions covered by this policy.
(02/2007)
 
* NISA’s Code of Ethics applies to all employees, temporary workers and consultants working for NISA.
         
Section II.   Code of Ethics
D. Political Contributions
  Page 1

 


 

NISA Investment Advisors, L.L.C.
Code of Ethics
*
Gifts
I.   Overview
 
    The giving or receiving of gifts and related items described below, to or from persons doing business or seeking to do business with NISA, could raise questions as to the independence of our judgment or harm NISA’s business reputation. The mere perception of impropriety may damage NISA’s client relationships and business reputation. In order to avoid compromising or potentially compromising situations, and to reinforce the perception of clients and vendors that all of our business transactions take place on a professional and ethical level, NISA has instituted this policy governing gifts, with which all employees shall comply.
 
    No employee shall give or receive, directly or indirectly, business-related gifts, favors, entertainment, special accommodations, or other things of material value, that could place the employee or NISA in a compromising position, or create an actual or perceived conflict of interest.
 
    This policy is intended to provide guidance, and cannot anticipate every situation. Each employee must use his/her own discretion to determine whether a gift(s) violates this policy. Questions concerning this policy should be addressed to the General Counsel or Chief Compliance Officer.
 
II.   Gift Policy
  A.   Gifts from vendors that compete for NISA’s business
 
      Meals and entertainment shall not be accepted. All other gifts shall be turned over to the Compliance Group and will either be shared with the entire office, distributed to employees via lottery, contributed to charity, or returned at the discretion of the President or Chief Compliance Officer.
 
  B.   Gifts from other sources
 
      In general, employees may accept gifts from clients and other business associates; however, any business-related gift shall be evaluated by the recipient for appropriateness, considering the nature of the gift (e.g., cash and cash equivalents are NEVER appropriate) and the relationship of the gift giver. Each such business-related gift with a market value of over $100 shall be promptly reported by the employee in writing to the Legal/Compliance Group. Employees are encouraged to share gifts with co-workers.
 
  C.   Gifts to clients, customers or prospective clients
 
      In general, employees shall not provide any business-related gift to a client, customer or prospective client or their agents if the purpose of the gift is to influence the recipient in the performance of his/her job, including influencing the awarding/retention of advisory contracts or recommending NISA to another party. No employee shall provide any extraordinary or extravagant gift (deemed to be anything with a market value greater than
 
*   NISA’s Code of Ethics applies to all employees, temporary workers and consultants working for NISA.
         
Section II.   Code of Ethics
E. Gifts
  Page 1

 


 

    $100) to a client, customer or prospective client or their agents. The employee may provide reasonable and customary entertainment to a client, consultant or prospective client, including their agents, consultants and other advisors. The Investment Management Agreement, Guidelines or other documents of a client may prohibit or limit gifts conferred to such clients. Moreover, certain laws or rules in various jurisdictions may prohibit or limit gifts given to a client. Employees shall consult with the President, Chief Compliance Officer or General Counsel prior to bestowing any gift (including, for example, entertainment at which the NISA employee is not present) to a client. NISA’s customary annual holiday gifts and reasonable customary entertainment need not be pre-approved.
 
    Should any employee make a personal gift to a client, consultant or prospective client or their agents, including any entertainment, each such gift with a market value of over $150 shall be promptly reported by the employee in writing to the Legal/Compliance Group.
 
D.   Prohibition on Solicitation
 
    Employees are expressly prohibited from soliciting for themselves, NISA or others gifts, entertainment or anything of value from any source.
 
E.   Reporting
 
    Gifts given or received that are in violation of this policy shall be promptly reported to the General Counsel or Chief Compliance Officer, who shall decide on an appropriate course of action.
(02/2007)
         
Section II.   Code of Ethics
E. Gifts
  Page 2

 


 

NISA Investment Advisors, L.L.C.
Code of Ethics
*
Conflicts of Interest
As a fiduciary, NISA has an affirmative duty to act in the best interests of its clients and for the sole benefit of the client. Each employee shall act for the benefit of NISA’s clients and shall not participate in any activities that may conflict with any client interests. In addition, each employee shall avoid activities, interests, and relationships that might interfere or appear to interfere with making decisions in the best interests of NISA’s clients. Contact the President, Chief Compliance Officer or General Counsel for more information or questions about conflicts of interest.
The interests of NISA’s clients shall always be placed first. The employee shall not take action with respect to client accounts, for his or her personal benefit rather than the benefit of the client. In addition, the employee shall not favor one client over another client for any reason.
An actual or potential conflict of interest occurs when, for example, the employee is in a position to influence a decision that may result in a benefit to any person or entity other than NISA’s client as a result of NISA’s business dealings.
Personal benefit may result if a person or entity other than NISA’s client receives any benefit or consideration as a result of any transaction or business dealings involving NISA.
The employee shall not engage in any transactions with outside firms that could result in unusual gains for those firms. Unusual gain refers to bribes, product bonuses, special fringe benefits, unusual price breaks, and other windfalls designed to ultimately benefit either NISA, the employee, such other person or any of them. Promotional plans that could be interpreted to involve unusual gains to outside firms require approval by the President.
The foregoing are just a few examples of conflicts of interest. The employee must use his or her discretion to be aware of potential or actual conflicts of interest.
No “presumption of guilt” is created by the mere existence of a relationship with an outside firm. However, if the employee has any influence on transactions involving purchases, contracts, or leases on NISA’s behalf, it is imperative that he or she disclose to the President, Chief Compliance Officer or General Counsel prior to or immediately upon becoming aware of the existence of any actual or potential conflict of interest so that safeguards can be established to protect all parties. No employee shall knowingly take any action while a conflict of interest or a potential conflict of interest exists.
(02/2007)
 
* NISA’s Code of Ethics applies to all employees, temporary workers and consultants working for NISA.
         
Section II.   Code of Ethics
F. Conflicts of Interest
  Page 1

 


 

NISA Investment Advisors, L.L.C.
Code of Ethics
*
Outside Activities
The employee may perform outside activities as long as he or she meets the performance standards of his or her job with NISA. All employees shall be judged by the same performance standards as their peers and are subject to NISA’s scheduling demands, regardless of any existing outside activities.
NISA’s fiduciary duty to its clients dictates that we devote our professional attention to their interests, above our own or those of other organizations. Accordingly, the following restrictions apply:
Employment activities :
    No employee shall serve on a board of directors of a public company without the approval of the President.
 
    No employee shall serve on a creditors committee without the approval of the President.
 
    The employee may serve on a board of directors of a private entity or otherwise participate in such entity, provided the employee shall promptly resign if the entity goes public during such time.
 
    The employee shall obtain prior approval in writing from his/her two most immediate supervisors before conducting any outside employment activities. In determining whether to grant such approval, the supervisor shall consider, among other things, whether such activity constitutes or may be perceived to constitute a conflict of interest.
 
    Any change (other than termination of employment) in outside employment activities, including a change in status or responsibilities, shall be approved in advance by the employee’s two most immediate supervisors.
Other activities :
    The employee may engage in other outside activities provided that such activities do not present a conflict of interest and will not harm NISA’s reputation.
 
    Any outside activity that constitutes or may be perceived to constitute a conflict of interest is prohibited.
    If NISA determines that the employee’s outside activities interfere with performance or the ability to meet the requirements of that person’s job at NISA as they may be modified from time to time, the employee may be asked to terminate the outside activities.
The employee shall not receive any income or material gain from individuals or entities outside NISA for materials produced or services rendered while the employee performs his job at NISA or while using NISA resources or in competition or services similar to NISA.
(02/2007)
 
* NISA’s Code of Ethics applies to all employees, temporary workers and consultants working for NISA.
         
Section II.   Code of Ethics
G. Outside Activities
  Page 1

 


 

NISA Investment Advisors, L.L.C.
Code of Ethics
*
Non-Disclosure
The protection of confidential information and trade secrets is vital to NISA’s interests and success. It is NISA’s policy to keep all current, former and prospective client information strictly confidential and not to disclose any such information to third parties. Such confidential information includes, but is not limited to, the following:
    Client names and client lists (including former clients)
 
    Client preferences, strategies and investment intentions
 
    Clients’ confidential information, including any financial information about the client obtained from a source other than publicly available sources
 
    NISA’s financial information
 
    Investment intentions, activities or strategies
 
    Proprietary trading or portfolio management strategies
 
    Portfolio holdings
 
    New product research
 
    Pending projects and proposals
 
    Marketing strategies
 
    Research and development strategies
 
    Technological data
 
    Technological prototypes
The employee shall not reveal any confidential information except to employees at NISA who need to know that information in order to carry out their duties to clients. NISA shall not disclose information about any client to third parties except as necessary to establish and manage the client’s account(s), as requested by the client, as permitted by the client, as required by applicable law, regulatory agency or court of competent jurisdiction or as directed by the President, Chief Compliance Officer or General Counsel.
All employees shall sign a non-disclosure agreement as a condition of employment. Any employee who improperly uses or discloses confidential information is subject to the penalties discussed in Section I. of this manual, even if he or she does not actually benefit from the disclosed information.
All information is the sole property of NISA.
(02/2007)
 
* NISA’s Code of Ethics applies to all employees, temporary workers and consultants working for NISA.
         
Section II.   Code of Ethics
H. Non-Disclosure
  Page 1

 


 

NISA Investment Advisors, L.L.C.
Code of Ethics
*
Network Users Policy
I.   Introduction
 
    The computer network and associated files are a key component of NISA’s operations and are the sole property of NISA. For purposes of this policy, network shall mean any computer equipment owned by NISA and any computer or other electronic device (including NISA-owned Blackberries) used to access or store programs and files owned by NISA. To maintain orderly operations and reduce threats to the computer network, NISA has developed the following Network Users Policy.
 
    Because it is not possible to list all forms of behavior that are considered unacceptable and/or that may pose a threat to our network, all employees are expected to use NISA’s computer equipment and network resources in a reasonable and responsible manner.
 
II.   Privacy
 
    NISA reserves the right to monitor all aspects of network use, including personal computers attached to the network and to inspect all files, including personal files. Employees have no privacy, or any expectation of privacy, with respect to the content of any documents or e-mails, and employees shall expect that all documents and e-mails will be reviewed by NISA, its auditors, regulators and other parties.
 
III.   Policy
  A.   General Network User’s Policy
  1.   Passwords and IDs
 
      The employee shall not share his password(s) with anyone. The employee is solely responsible for any action that occurs under his/her network ID.
 
  2.   Unauthorized Access
 
      The employee shall not delete, examine or modify any data belonging to another user without his/her consent. The employee shall not attempt to decrypt other users’ passwords or secure a higher level of network privilege.
 
  3.   Limited Access
 
      The employee shall not use the network to access any written or visual materials that could be considered violent, intimidating, hostile, abusive, offensive or inappropriate to or in the workplace.
 
  4.   Copying Files
 
      The employee shall not copy any files saved on the network for his/her personal use with the prior approval of his/her immediate supervisor and the General Counsel.
 
  5.   Password Protected Files
 
      The employee shall not password protect a file without the prior approval of his/her immediate supervisor and the Chief Compliance Officer or General Counsel.
 
* NISA’s Code of Ethics applies to all employees, temporary workers and consultants working for NISA.
         
Section II.   Code of Ethics
I. Network Policy
  Page 1

 


 

  6.   Unattended Workstations
 
      The employee shall log out of the network or otherwise secure his/her workstation when leaving his/her desk for longer than fifteen (15) minutes.
 
  7.   Network logout
 
      The employee shall log out of the network before leaving the office each day or upon notice from the network that time has expired. The System Administrator shall maintain a log of users who do not log out of the network each evening and send an e-mail to such persons informing them that they must log out each evening, copying the Chief Compliance Officer and such person’s immediate supervisor.
 
  8.   Installing software
 
      Employees are prohibited from installing any software on their computer or the network regardless of whether the software is used for personal or business purposes. The only persons who may install any software on the network are members of the Information Technology Group.
  B.   Internet Policy
 
      NISA network users shall adhere to local, state, and international laws when using the Internet, and use it in a manner that is ethical, legal, and not to the detriment of others.
 
  C.   E-Mail Policy
 
      All external and internal e-mails sent from, and received at, any NISA-owned domain (e.g., nisanet.com) or from e-mail accounts maintained by Bloomberg or other providers from whom NISA contracts services are the exclusive property of NISA. Sending junk e-mail or chain letters is prohibited. Forgery of e-mail is prohibited.
 
  D.   Instant Messaging
 
      The use of instant messaging, other than through Bloomberg, is prohibited.
 
  E.   Anti-Virus Network Policy
 
      The introduction of computer viruses to the network, either intentionally or unintentionally, is a serious offense. If an infection is traced to the employee’s files, the System Administrator shall notify the Chief Compliance Officer and the employee’s supervisor. The employee shall follow the Virus Detection and Prevention Procedures posted on the NISAnet from time to time.
 
      It is critical that you notify Systems personnel immediately when your system detects a virus. DO NOT log out of the network. DO NOT try to remove the virus yourself.
(02/2007)
         
Section II.   Code of Ethics
I. Network Policy
  Page 2

 

 

Exhibit 99(p)(xvii)

 
 
 
OPUS CAPITAL MANAGEMENT
CODE OF BUSINESS CONDUCT AND ETHICS
Dated: January 7, 2005
Revised: January 31, 2006
 
 
 
 
 


 

TABLE OF CONTENTS
         
SECTION 1. DEFINITIONS
    1  
SECTION 2. STATEMENT OF GENERAL FIDUCIARY PRINCIPLES
    2  
SECTION 3. GENERAL STANDARDS OF BUSINESS CONDUCT
    3  
A. Corporate Conduct
    3  
B. Individual Conduct
    3  
SECTION 4. ETHICAL BUSINESS PRACTICES
    4  
A. Compliance with Laws and Regulations
    4  
B. Falsification or Alteration of Records
    4  
C. Political Contributions
    4  
D. Payments to Government Officials or Employees
    5  
E. Competition and Fair Dealing
    5  
F. Privacy of Personal Information
    5  
SECTION 5. PROTECTION OF PROPRIETARY AND CONFIDENTIAL INFORMATION
    5  
A. Confidentiality of Company Information
    5  
B. Confidentiality of Investor Information
    6  
SECTION 6. PROHIBITION AGAINST INSIDER TRADING
    6  
A. Policy on Insider Trading
    6  
B. Material Nonpublic Information
    7  
1) Material Information.
    7  
2) Non-Public Information.
    7  
3) Identifying Inside Information
    8  
4) Contacts with Public Companies
    8  
5) Tender Offers
    9  
C. Conflicts of Interest and Prohibited Activities; Gifts
    9  
1) Conflicts of Interest and Prohibited Activities
    9  
2) Gifts
    9  
3) Service as Director
    10  
4) Confidentiality
    10  
5) Involvement in Litigation
    11  
6) Regulatory Inquiries
    11  
7) Disciplinary Matters – Reportable Events
    12  
D. Securities Trading Policy
    13  
SECTION 7. PROCEDURES TO MONITOR PERSONAL INVESTING ACTIVITIES
    13  
A. Initial Public Offerings
    13  
B. Limited Offerings
    14  
C. Prohibition on Short-Term Trading Profits
    14  
D. Brokerage Restrictions
    14  
E. Blackout Period
    14  
F. Pre-Clearance
    14  
G. Reporting.
    14  
1) Initial Holding Report.
    15  
Code of Ethics
Page i


 

         
2) Quarterly Transaction Report.
    15  
3) Annual Holdings Report.
    15  
SECTION 8. IMPLEMENTATION AND ENFORCEMENT
    16  
A. Management Responsibility
    16  
B. Record Retention
    16  
C. Enforcement
    16  
SECTION 9. PERSONS COVERED
    16  
SECTION 10. HELP AND INFORMATION
    17  
SECTION 11. GENERAL
    17  
SECTION 12. ACKNOWLEDGMENT OF RECEIPT AND COMPLIANCE WITH THE CODE
    17  
Code of Ethics
Page ii


 

OPUS CAPITAL MANAGEMENT
Code OF BUSINESS CONDUCT AND Ethics
SECTION 1. DEFINITIONS
“Access Person ” means any director, officer, or employee of Opus Capital Management (referred to herein as “Opus” or the “Company”).
“Chief Compliance Officer” is the employee designated by the Company CEO as being responsible for compliance operations as designated by the Code.
“Client Accounts” include all accounts managed by the Company.
“Client” is any person or entity for which the Company provides investment advisory services.
“Code” refers to this Code of Business Conduct and Ethics.
“Company” refers to Opus Capital Management.
“Immediate Family” of any person includes his or her spouse, minor children, and relatives living in his or her principal residence.
“Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not            subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.
“Investment Professional” is an employee of the Company, or any of its affiliates, who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of Securities by the Company.
Every Investment Professional is also an Access Person.
“Limited Offering” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to rule 504, rule 505 or rule 506 under the Securities Act of 1933. A Limited Offering thus includes an offering commonly referred to as a private placement, as well as a non-public offering in limited amounts available only to certain investors. A Limited Offering includes any offer to you to purchase any Securities, whether stock, debt securities, or partnership interests, from any entity, unless those Securities are registered under the Securities Act of 1933 (that is, are publicly offered/publicly traded Securities).
“SEC ” refers to the Securities and Exchange Commission.
 


 

“Securities” means notes, stocks, treasury stocks, bonds, debentures, evidences of indebtedness, certificates of interest or participation in any profit sharing agreement, collateral trust certificates, pre-organization certificates or subscriptions, transferable shares, investment contracts, voting trust certificates, certificates of deposit for a security, fractional undivided interests in oil, gas, or other mineral rights, puts, calls, straddles, options, or privileges on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or puts, calls, straddles, options, or privileges entered into on a national securities exchange relating to foreign currency, or, in general, any interests or instruments commonly known as “securities,” or any certificates of interest or participation in, temporary or interim certificates for, receipts for, guarantees of, or warrants or rights to subscribe to or purchase any of the foregoing, investment in any class of a mutual fund of which Opus is a manager or sub advisor (including any class of the American Beacon Small Cap Value Fund and any class of the UBS PACE Small/Med Co Value Fund), but does not include shares issued by open-end investment companies registered under the Investment Company Act of 1940, individually managed accounts by an unrelated Investment Adviser by which the Access Person does not direct trades, direct obligations of the government of the United States, bankers acceptances, bank certificates of deposit, commercial paper, or high quality short-term debt instruments, including repurchase agreements.
“Supervised Person” refers to any partner, officer, director (or other person occupying a similar status or performing similar functions), or Access Person of the Company, or other person who provides investment advice on behalf of the Company and is subject to the supervision and control of the Company.
SECTION 2. STATEMENT OF GENERAL FIDUCIARY PRINCIPLES
This Code should be read in conjunction with the Opus Compliance Procedures Handbook (“Handbook”).
Opus Capital Management maintains a policy of strict compliance with the highest standards of ethical business conduct and the provisions of applicable federal securities laws, including rules and regulations promulgated by the SEC. This Code applies to each Access Person of the Company and is designed to ensure compliance with legal requirements.
You have the responsibility at all times to place the interests of Clients first, to not take advantage of Client transactions, and to avoid any conflicts, or the appearance of conflicts, with the interests of Clients. Opus’ Personal Securities Transactions policy (see Handbook) provides rules concerning your personal transactions in Securities that you must follow in carrying out these responsibilities. All personal securities transactions must be conducted consistent with the Code and in such a manner as to avoid any actual or potential conflicts of interest or any abuse of an individual’s position of trust and responsibility. You also have a responsibility to act ethically, legally, and in the best interests of Opus and our Clients at all times. You are expected not only to follow the specific rules, but also the spirit of the Code.
Code of Ethics
Page 2


 

While this Code does not address every possible situation that may arise, every Access Person is responsible for exercising good judgment, applying ethical principles, and bringing potential violations of the Code to the attention of the Chief Compliance Officer of Opus. To this end, all Access Persons shall read and understand this Code and uphold the standards in the Code in their day-to-day activities at the Company.
SECTION 3. GENERAL STANDARDS OF BUSINESS CONDUCT
A. Corporate Conduct
The following general standards of conduct guide the Company’s corporate conduct:
  1.   The Company will act in accordance with applicable laws and regulations.
 
  2.   The Company will provide products and services designed to help Clients achieve their financial goals.
 
  3.   The Company will conduct business fairly, in open competition.
 
  4.   The Company will provide employment opportunities without regard to race, color, sex, pregnancy, religion, age, national origin, ancestry, citizenship, disability, medical condition, marital status, sexual orientation, veteran status, political affiliation, or any other characteristic protected by federal or state law.
B. Individual Conduct
The following general principles guide the individual conduct of each Access Person:
  1.   The Access Person will not take any action that will violate any applicable laws or regulations.
 
  2.   The Access Person will adhere to the highest standards of ethical conduct.
 
  3.   The Access Person will maintain the confidentiality of all information obtained in the course of employment with the Company.
 
  4.   The Access Person will bring any issues reasonably believed to place the Company at risk to the attention of the Chief Compliance Officer.
 
  5.   The Access Person will not abuse or misappropriate the Company’s assets or use them for personal gain.
 
  6.   The Access Person will not engage in any activities that create a conflict of interest between the Access Person and the Company.
 
  7.   The Access Person will deal fairly with Clients, colleagues, and others.
 
  8.   The Access Person will comply with this Code.
Code of Ethics
Page 3


 

SECTION 4. ETHICAL BUSINESS PRACTICES
A. Compliance with Laws and Regulations
It is the policy of the Company that any violation of applicable laws and of this Code shall be immediately reported to the Chief Compliance Officer. An Access Person must not conduct individual investigations, unless authorized to do so by the Chief Compliance Officer. If an Access Person who in good faith raises an issue regarding a possible violation of law, regulation or Company policy or any suspected illegal or unethical behavior, he or she will be protected from retaliation. In fact, retaliation against an Access Person who reports a violation is prohibited and constitutes a further violation of the Code.
B. Falsification or Alteration of Records
Falsifying or altering records or reports, preparing records or reports that do not accurately or adequately reflect the underlying transactions or activities, or knowingly approving such conduct is prohibited. Examples of prohibited financial or accounting practices include:
  1)   Making false or inaccurate entries or statements in any Company or Client books, records, or reports that intentionally hide or misrepresent the true nature of a transaction or activity.
 
  2)   Manipulating books, records, or reports for personal gain.
 
  3)   Failing to maintain books and records that completely, accurately, and timely reflect all business transactions.
 
  4)   Maintaining any undisclosed or unrecorded Company or Client funds or assets.
 
  5)   Using funds for a purpose other than the described purpose.
 
  6)   Making a payment or approving a receipt with the understanding that the funds will be, or have been, used for a purpose other than what is described in the record of the transaction.
C. Political Contributions
No Company funds, merchandise, or service may be paid or furnished, directly or indirectly, to a political party, committee, organization or to a political candidate or incumbent, for the purpose of obtaining or maintaining business on behalf of the Company. This Code does not apply to or restrict the ability of any Access Person of the Company to participate voluntarily in political activities on their own personal time or to make personal contributions. However, the Company is prohibited from reimbursing any Access Person for political contributions made from such individual’s personal funds.
Code of Ethics
Page 4


 

D. Payments to Government Officials or Employees
Company funds or gifts may not be furnished, directly or indirectly, to a government official, government employee or politician for the purpose of obtaining or maintaining business on behalf of the Company. Such conduct is illegal and may violate federal and state criminal laws. Assistance or entertainment provided to any government office should never, in form or substance, compromise the Company’s arms-length business relationship with the government agency or official involved.
E. Competition and Fair Dealing
The Company seeks to outperform its competition fairly and honestly. The Company seeks competitive advantages through superior performance and client service, not through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each Access Person of the Company should endeavor to respect the rights of and deal fairly with the Company’s Clients, customers, vendors, suppliers, and competitors. No Access Person of the Company should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair dealing or practice. The Company’s Access Persons should not falsely disparage or make unfair negative comments about its competitors or their products and services.
F. Privacy of Personal Information
The Company will acquire and retain only personal information that is required for the effective operation of the business of the Company or that is required by law in the jurisdictions in which the Company operates. Access to such information will be restricted internally to those with a legitimate need to know.
SECTION 5. PROTECTION OF PROPRIETARY AND CONFIDENTIAL INFORMATION
A. Confidentiality of Company Information
Information generated within the Company is a valuable asset. Protecting this information plays a vital role in the Company’s continued growth and ability to compete. Such information includes among other things, technical information such as computer programs and databases, business information such as the Company’s objectives and strategies, processes, analysis, charts, reports, sales, forecasts, relationships with Clients, marketing strategies, training materials, employee compensation and records, and other information of a similar nature. Access Persons must maintain the confidentiality of the Company’s proprietary and confidential information and must not use or disclose such information without the express consent of an officer of the Company or when legally mandated. Adhering to this principle is a condition of continued service or employment.
Code of Ethics
Page 5


 

B. Confidentiality of Investor Information
As a registered investment adviser, we have particular responsibilities for safeguarding our Clients’ information and the proprietary information of the Company. Access Persons should be mindful of this obligation when using the telephone, fax, electronic mail, and other electronic means of storing and transmitting information. Access Persons should not discuss confidential information in public areas, read confidential documents in public places, or leave or discard confidential documents where they can be retrieved by others.
Information concerning the identity of Clients and their transactions and accounts is confidential. Such information may not be disclosed to persons within the Company except as they may need to know it in order to fulfill their responsibilities to the Company. You may not disclose such information to anyone or any firm outside the Company unless (i) the outside firm requires the information in order to perform services for the Company and is bound to maintain its confidentiality; (ii) when the Client has consented or been given an opportunity to request that the information not be shared; (iii) as required by law, or (iv) as authorized by the Chief Compliance Officer.
SECTION 6. PROHIBITION AGAINST INSIDER TRADING
An Access Person who trades Securities while in possession of material, non-public information, or improperly communicating that information to others, may face severe penalties. The Company may impose disciplinary actions which may include termination of employment. Criminal sanctions may include a fine and/or imprisonment. The SEC can recover the profits gained or losses avoided through the illegal trading, which can result in a penalty of up to three times the profit from the illegal trades, and issue an order permanently barring the Access Person from the securities industry. Finally, the Access Person may be sued by investors seeking to recover damages for insider trading violations.
Under certain circumstances, insider trading laws also provide for penalties against a supervisor of an Access Person who is found liable for insider trading.
The law of insider trading is unsettled and continuously developing. An individual legitimately may be uncertain about the application of the rules contained in this Code in a particular circumstance. Often, a single question can forestall disciplinary action or complex legal problems. Access Persons are required to notify the Chief Compliance Officer immediately if you have any reason to believe that a violation of this Code has occurred or is about to occur.
A. Policy on Insider Trading
Access Persons may not trade, either personally or on behalf of others, while in possession of material, non-public information. Access Persons may not communicate material, non-public information to others outside the Company. Furthermore, you may not communicate material, non-public information to anyone except individuals who are entitled to receive it in connection
Code of Ethics
Page 6


 

with the performance of their responsibilities for the Company. Any such communication with third parties must be approved by the Chief Compliance Officer.
Additionally, it is the policy of the Company to require all Investment Professionals to provide the Company with a list of all affiliations either directly or indirectly with any publicly registered companies. Such listing will include the name of the company, the nature of the affiliation, the percentage ownership (either direct or indirect), and the date in which the affiliation first existed.
Finally, Access Persons are required to notify the Chief Compliance Officer immediately if you have any reason to believe that a violation of this Code has occurred or is about to occur.
B. Material Nonpublic Information
      1) Material Information.
    Information is “material” if there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decision with respect to the subject entity. Generally, this includes any information that, if disclosed, will have a substantial effect on the price of a company’s securities. For example, information that the Company is considering whether to buy or sell a publicly traded security of another company or is going to make a trade or has just made a trade of that security should be treated as material information.
 
    Material information often relates to a company’s results and operations, including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.
 
    No simple test exists to determine when information is material. Assessments of materiality involve a highly fact-specific inquiry. If you are uncertain as to whether certain information is material, you should consult with the Chief Compliance Officer prior to making any comment to a third party.
      2) Non-Public Information.
    Non-public information is information that is not generally available to the investing public. Information is “public” when it has been disseminated broadly to investors in the marketplace. For example, information is public after it has become available to the general public through a public filing with the SEC or some other government agency or some publication of general circulation and after sufficient time has passed so that the information has been disseminated widely.
 
    If the information is not available in the general media or in a public filing, it should be treated as non-public. If you are uncertain as to whether certain information is non-public, you should consult with the Chief Compliance Officer prior to making any comment to a third party.
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      3) Identifying Inside Information
    Before executing any trade for yourself or others, including Client Accounts, you must determine whether you have access to material, non-public information. If you think that you might have access to material, non-public information, you should take the following steps:
  (a)   Report the information and proposed trade immediately to the Chief Compliance Officer.
 
  (b)   Do not purchase or sell the securities on behalf of yourself or others, including Client Accounts managed by the Company.
 
  (c)   Do not communicate the information inside or outside the Company, other than to the Chief Compliance Officer.
 
  (d)   After the Chief Compliance Officer has reviewed the issue, the Company will determine whether the information is material and non-public and, if so, what action the Company should take.
You should consult with the Chief Compliance Officer before taking any action. This degree of caution will protect you, Clients and the Company.
4) Contacts with Public Companies
Contacts with public companies represent a part of our research efforts. The Company may make investment decisions on the basis of conclusions formed through such contacts and analysis of publicly-available information.
While you must be especially alert to sensitive information, you may consider information received directly from a company representative to be public information unless you know or have reason to believe that such information is not generally available to the investing public. In addition, information you receive from company representatives during a conference call that is open to the investment community is public. The disclosure of this type of information is covered by SEC Regulation FD.
Difficult legal issues arise, however, when, in the course of contacts with public companies, an Access Person or other person subject to this Code becomes aware of material, non-public information. This could happen, for example, if a company’s Chief Financial Officer prematurely discloses quarterly results to a portfolio manager, or an investor relations representative makes a selective disclosure of adverse news to a handful of investors. In such situations, the Company must make a judgment as to its further conduct. To protect you, Clients and the Company, you should contact the Chief Compliance Officer immediately if you believe that you may have received material, non-public information.
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5) Tender Offers
Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces extreme volatility in the price of the target company’s securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and “tipping” while in possession of material, non-public information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. Access Persons of the Company and others subject to this Code should exercise particular caution any time they become aware of non-public information relating to a tender offer.
C. Conflicts of Interest and Prohibited Activities; Gifts
1) Conflicts of Interest and Prohibited Activities
It is a violation of an Access Person’s duty of loyalty to the Company for any Access Person, without the prior written consent of the Chief Compliance Officer:
  (a)   to rebate, directly or indirectly, to any person, firm or corporation any part of the compensation received from the Company as an Access Person;
 
  (b)   to accept, directly or indirectly, from any person, firm, corporation or association, other than the Company, compensation of any nature as a bonus, commission, fee, gratuity or other consideration in connection with any transaction on behalf of the Company or a Client Account.
2) Gifts
Giving or receiving gifts in a business setting may give rise to an appearance of impropriety or may raise a potential conflict of interest. The Company has adopted the policies set forth below to guide Access Persons in this area.
Generally, Access Persons should not accept or provide any gifts or favors that might influence the recipient’s decisions regarding business transactions involving the Company, or that others might reasonably believe would influence those decisions. Modest gifts and favors, which would not be regarded by others as improper, may be accepted or given on an occasional basis. However, even a nominal gift should not be accepted if, to a reasonable observer, it might appear that the gift would influence the recipient’s business decisions. Where there is a law that affects the conduct of a particular business and the acceptance of gifts of nominal value, the law must be followed. This restriction does not apply to bona fide dining or bona fide entertainment if, during such dining or entertainment, the Access Person is with the person or representative of the entity that does business with the Company.
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To this end, no Access Person shall accept directly or indirectly, give or permit to be given anything of value, including a gift or gratuities, in excess of $100 per individual, per year, to any person, principal, proprietor, employee, agent or representative of the Company, or to any person, principal, proprietor, employee, agent or representative of any other firm engaged in investment advisory or brokerage services, where such payment or gratuity is in relation to the business of the employer of the recipient of the payment or gratuity. Further, each Access Person is responsible for notifying the Chief Compliance Officer of any such gifts, and a written record of all gifts shall be maintained and shall be reviewed by the Chief Compliance Officer.
3) Service as Director
No Access Person may serve on the board of any company whose securities are publicly traded without the prior written approval of the Chief Compliance Officer. If such approval is granted, it may be subject to the implementation of appropriate procedures to isolate Investment Professionals serving as directors from making investment decisions for an account managed by the Company concerning the company in question.
4) Confidentiality
Any information that an Access Person obtains regarding advice furnished by the Company to its Clients, non-public data furnished to the Company by any Client or the analyses and other proprietary data or information of the Company is strictly confidential and may not be revealed to third parties. Such information is the property of the Company and disclosure of such information to any third party without the permission of the Chief Compliance Officer is grounds for immediate dismissal by the Company.
The protection of confidential business and Client information is vital to the interests and the success of the Company. It is the responsibility of each staff member to safeguard as confidential everything known about a Client. Care should be taken that such information is secure. For example, access to files containing material, non-public information and computer files containing such information should be restricted, and conversations containing such information, if appropriate at all, should be conducted in private (for example, not by cellular telephone, to avoid potential interception).
In order to protect the confidential information of Clients and comply with privacy laws and regulations, the Company has adopted a Privacy Policy (see Handbook). Each Access Person must familiarize himself or herself with and strictly adhere to the Company’s Privacy Policy and shall acknowledge their understanding of these procedures by executing the Privacy Policy Acknowledgement.
During the course of your employment, you may come into the possession of non-public information relating to the Company, Clients, Access Persons or other persons. This includes information relating to securities transactions on behalf of Clients, advice furnished by the Company to its Clients, non-public data furnished to the Company by any Client, agent or contractor of the Company, Client lists, vendor names, Clients’ customer lists and other Client information, Company business records, Client files,
Code of Ethics
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financial information, leases, software, licenses, agreements, computer files, documents, business plans, and the analyses and other proprietary data or information of the Company and other persons. All of this information, whether or not material and whether about the Company, its Clients, Access Persons, or other persons, is strictly confidential. This information must not be copied or disclosed to anyone outside the Company, including your family members, or to any Access Person who is not authorized to receive the information, either during or after your employment. Any doubts about the confidentiality of information should be resolved in favor of confidentiality. You should consult the Chief Compliance Officer for guidance on specific cases.
As a condition of your employment by the Company, you agree that all such confidential information and other property of the Company and/or its Clients are the property of the Company and/or its Clients, and will never be given to an outside organization or individual, except through normal channels and only with appropriate authorization by the Company and/or its Clients. You also agree not to make unauthorized copies or disclosure of such confidential information or property and, upon termination of your employment, to return to the Company all such items (and all copies thereof in any media) in your possession or under your control.
Any Access Person who violates this policy will be subject to disciplinary action up to and including possible discharge, whether or not he or she benefits from the disclosed information. Any disclosure or use of such confidential business information or property may also subject an Access Person to civil liability or criminal penalties. If an Access Person breaches this policy, or threatens to commit a breach, in addition to any rights and remedies available to the Company and/or its Clients under law, the Company and/or a Client may seek to enjoin an Access Person from any violation.
5) Involvement in Litigation
Any lawsuits against the Company should be immediately brought to the attention of the Chief Compliance Officer upon receipt of service or other notification of the pending action. An Access Person must advise the Chief Compliance Officer immediately if he or she becomes involved in or threatened with litigation or an administrative investigation or proceeding of any kind, is subject to any judgment, order or arrest, or is contacted by any regulatory authority.
Notice also should be given to the Chief Compliance Officer upon receipt of a subpoena for information relating to any matter in litigation, or receipt of a garnishment lien or judgment against the Company or any of its Clients or Access Persons. The Chief Compliance Officer will determine the appropriate response in consultation with the Company’s legal counsel.
6) Regulatory Inquiries
All inquiries, notices of examination or inspection, and requests for information, from any governmental agency or self regulatory organization concerning the Company should be sent to the Chief Compliance Officer. The intention behind this policy is to ensure that the Company responds in a consistent and uniform basis to all regulatory inquiries.
Code of Ethics
Page 11


 

Regulatory inquiries may be received by mail, telephone, facsimile or personal visit. In the case of a personal visit, demand may be made by a regulator for the immediate production or inspection of documents. While any telephone or personal inquiry should be handled in a courteous manner, the caller or visitor should be informed that a response requires the approval of the Chief Compliance Officer. In the case of a personal visit, the visitor should be asked to wait briefly while a call is made to the Chief Compliance Officer for guidance on how to deal with the matter. In the case of a telephone inquiry, the caller should be informed that his or her call will be promptly returned. Letter inquiries should be forwarded to the Chief Compliance Officer for response.
Under no circumstances should any documents, materials or information be released without prior approval of the Chief Compliance Officer. In addition, Access Persons should not have substantive discussions with any regulatory personnel without prior consultation with the Chief Compliance Officer.
As deemed appropriate by the Chief Compliance Officer, inquiries shall be forwarded to the Company’s legal counsel for review.
7) Disciplinary Matters – Reportable Events
All Access Persons are required to notify the Chief Compliance Officer immediately in the event of any “reportable events.” A reportable event occurs when an Access Person:
  (a)   Violates any provision of any securities law or regulation or any agreement with or rule or standard of any government agency, self-regulatory organization or business or professional organization or has engaged in conduct which is inconsistent with just and equitable principles of trade or detrimental to the interests or welfare of the exchanges;
 
  (b)   Is the subject of any written customer complaint involving allegations of theft or misappropriation of funds or securities or forgery;
 
  (c)   Is named as a defendant or respondent in any proceeding brought by a regulatory or self-regulatory body;
 
  (d)   Is denied registration, expelled, enjoined, directed to cease and desist, suspended or otherwise disciplined by any securities, insurance or commodities industry regulatory or self-regulatory organization; is denied membership or continued membership in any self-regulatory organization; or is barred from becoming associated with any member or member organization of any self-regulatory organization;
 
  (e)   Is arrested, arraigned, indicted or convicted of or pleads guilty to or pleads no contest to any criminal offense (other than minor traffic violations);
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  (f)   Is a director, controlling stockholder, partner, officer or sole proprietor or an associated person with a broker, dealer, or insurance company which was suspended, expelled or had its registration denied or revoked by any agency, jurisdiction or organization or is associated in such a capacity with a bank, trust company or other financial institution which was convicted of or pleaded no contest to any felony or misdemeanor;
 
  (g)   Is a defendant or respondent in any securities or commodities-related civil litigation or arbitration which has been disposed of by judgment, award or settlement for an amount exceeding $15,000;
 
  (h)   Is or becomes associated in any business or financial activity with any person who is subject to a “statutory disqualification” as that term is defined in the Securities Exchange Act of 1934;
 
  (i)   Is the subject of any claim for damages by a customer, broker or dealer which is settled for an amount exceeding $15,000.
    Although any one of these events may not result in dismissal, disciplinary action up to and including termination may result if an Access Person does not properly notify the Chief Compliance Officer immediately following the incident. Where required, the Company will be responsible for notifying the appropriate authorities of the occurrence of such event by an Access Person.
D. Securities Trading Policy
Various regulations require the Company to establish, maintain and enforce written policies reasonably designed to prevent the misuse of inside information by the Company and its Access Persons, particularly with regard to personal trading activity. To comply with these regulations, the Company has adopted certain securities trading policies. Access Persons should read the Personal Securities Transactions policy (see Handbook) closely prior to taking part in any personal securities trading activities. These policies adhere strictly to sound business principles, industry practices and the highest ethical standards. Our policies are intended to ensure full conformity with the laws, rules and regulations of the governmental bodies and self-regulatory organizations that monitor our business activities.
SECTION 7. PROCEDURES TO MONITOR PERSONAL INVESTING ACTIVITIES
A. Initial Public Offerings
Investment Professionals shall not acquire any Securities in an Initial Public Offering.
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B. Limited Offerings
Investment Professionals shall not acquire any Limited Offering without prior clearance by the Chief Compliance Officer. Prior approval by the Chief Compliance Officer shall take into account whether the investment opportunity should be reserved for Client Accounts, and whether the opportunity is being offered by virtue of his or her position with the Company. Records of all investments in Limited Offerings shall be maintained by the Chief Compliance Officer.
C. Prohibition on Short-Term Trading Profits
No Investment Professionals of the Company shall profit in the purchase or sale, or sale and purchase, of the same (or equivalent) securities within 30 calendar days. However, exceptions may be permitted by the Chief Compliance Officer when it is clear that the trades would not create a conflict with the interests of any Client Account.
D. Brokerage Restrictions
The Company may require that Access Persons trade only through certain brokers, or may place limitations on the number of brokerage accounts permitted. The Company will initiate and notify Access Persons of these requirements as they become necessary.
E. Blackout Period
Investment Professionals shall not buy or sell a Security within at least seven days before and after the Company trades in that Security.
F. Pre-Clearance
Investment Professionals shall not buy or sell a Security without written pre-clearance from the Chief Compliance Officer. Requests for pre-clearance shall be made on the appropriate form provided by the Chief Compliance Officer for such purpose. Investment Professionals will typically receive pre-clearance if the requested Security is not on the Chief Compliance Officer’s Restricted Stock List. Investment Professionals are precluded from purchasing any Security on the Restricted Stock List. The Restricted Stock List includes Securities currently in, or being considered for, the Opus Small Cap Value Product, Securities in which one Access Person of Opus maintains board membership, Securities in which one Access Person of Opus has obtained material non-public information, and any other Securities that the Chief Compliance Officer deems capable of creating a conflict of interest between Opus Access Persons and Clients. Pre-clearance shall be granted for a period of seven calendar days only.
G. Reporting.
Every Access Person shall report to the Chief Compliance Officer the information described below with respect to existing holdings and transactions in Securities. All reports shall be made on the form designated for such purpose. Copies of confirmation statements or monthly
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statements of accounts may be attached to the signed form instead of completing the information otherwise required by the form.
1) Initial Holding Report.
Each report shall be made no later than ten days after a person becomes an Access Person and shall contain the following:
  (a)   The title and type of security, ticker/CUSIP, number of shares and principal amount of each Security in which the Access Person or the Access Person’s Immediate Family has ownership when the person became an Access Person;
 
  (b)   The name of any broker, dealer or bank with which the Access Person maintains an account in which any Securities are held as of the date the person became an Access Person;
 
  (c)   The date the Access Person submits the report.
2) Quarterly Transaction Report.
Each report shall be made no later than 30 days after the end of each calendar quarter and shall contain the following:
  (a)   The date of the transaction, the title, ticker/CUSIP, interest rate, maturity date, number of shares, and the principal amount of each Security;
 
  (b)   The nature of the transaction, i.e., purchase, sale or any other type of acquisition or disposition;
 
  (c)   The price at which the transaction was effected;
 
  (d)   The name of the financial institution at which the transaction was effected;
 
  (e)   The date the Access Person submits the report;
 
  (f)   For any account opened during the period, the name of the financial institution and the date of establishment.
3) Annual Holdings Report.
Each report shall be made no later than 30 days after the end of each calendar year and shall contain the following (information must be current as of a date no more than 45 days before the report is submitted):
  (a)   The title and type of security, ticker/CUSIP, number of shares and principal amount of each Security in which the Access Person or the Access Person’s Immediate Family has ownership;
 
  (b)   The name of any broker, dealer or bank with which the Access Person maintains an account in which any Securities are held as of the end of the calendar year;
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  (c)   The date the Access Person submits the report.
SECTION 8. IMPLEMENTATION AND ENFORCEMENT
A. Management Responsibility
The Chief Compliance Officer shall be responsible for explanation of this Code so as to assure Access Person knowledge and compliance, as well as for enforcement of this Code. As no policy can cover all potential topics, this Code may be supplemented from time to time.
B. Record Retention
The Company must keep copies of the Code and Access Persons’ written acknowledgment of receipt of the Code. The Company must also keep records of violations of the Code and records of action taken as a result of violations. In addition, the Company must keep a record of the names of persons who are currently, or within the past five years were, Access Persons of the Company, including holdings and transaction reports made by such Access Persons. Records of Access Persons’ personal securities reports (and duplicate brokerage confirmations or account statements in lieu of those reports) may be maintained electronically in an accessible computer database.
C. Enforcement
Violation of this Code may result in disciplinary action, up to and including termination of employment. Legal proceedings may also be commenced, if necessary, to recover the amount of any improper expenditures, any profits realized by the offending Access Person, and any financial detriment sustained by the Company and its Clients. In appropriate circumstances, violations of this Code will be reported to the applicable authority.
We will work together to ensure compliance with the Code and to take prompt action in response to reported violations of the Code.
SECTION 9. PERSONS COVERED
This Code applies to all Access Persons of the Company. With regard to personal securities trading and certain other matters described in this Code, the Code also applies to Immediate Family. In particular, the Company’s Access Persons may not, indirectly through a family member, do what they cannot do directly. Therefore, all references in the Code to the Company’s Access Persons include such individuals as well as, where appropriate, their Immediate Families.
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SECTION 10. HELP AND INFORMATION
All Access Persons are encouraged to bring any questions or concerns regarding the provisions in this Code or its application to the Chief Compliance Officer. This Code is not intended to be a comprehensive rulebook. Certain situations may require specific advice.
SECTION 11. GENERAL
This Code is a corporate statement of policy, the contents of which may be modified, substituted, or altered at any time by the Company. All amendments to this Code must be approved by the Chief Compliance Officer, Chairman and CEO, and President of the Company. This Code is not intended to create a contract of employment or to alter the employment relationship that exists between Access Persons and the Company.
SECTION 12. ACKNOWLEDGMENT OF RECEIPT AND COMPLIANCE WITH THE CODE
I hereby certify that I have received, read, and understand the Code of Business Conduct and Ethics of Opus Capital Management. I understand that a violation of any provision of the Code is grounds for discipline up to and including termination of my position with the Company. I also understand that if I discover a violation of any provision of the Code, it is my duty to notify the Chief Compliance Officer of Opus Capital Management. I also understand that the Company requires all Access Persons to annually certify that he or she has received, read, and understands a current and updated version of the Code.
I hereby agree to comply with the policies and guidelines set forth in the Company’s Code of Business Conduct and Ethics.
     
 
Signature
   
 
   
 
Print Name
   
 
   
 
Date
   
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Exhibit 99(p)(xviii)
July 15, 2006
CODE OF ETHICS
PanAgora Asset Management, Inc.

 


 

CODE OF ETHICS
It is the personal responsibility of every PanAgora employee to avoid any conduct that could create a conflict, or even the appearance of a conflict, with our fund shareholders and other clients, or to do anything that could damage or erode the trust our fund shareholders and other clients place in PanAgora and its employees.
TABLE OF CONTENTS
         
OVERVIEW
    4  
PREAMBLE
    8  
DEFINITIONS: Code of Ethics
    10  
SECTION I. Personal Securities Rules for All Employees
    13  
A. Pre-clearance and the Restricted List
    13  
Rule 1: Requirements to Pre-Clear
       
B. Prohibited Transactions
    19  
Rule 1: Short Selling Prohibition
       
Rule 2: Initial Public Offerings Prohibition
       
Rule 3: Private Placement Pre-Approval Requirements
       
Rule 4: Trading with Material Non-Public Information
       
Rule 5: No Personal Trading with Client Portfolios
       
Rule 6: Holding of Putnam Mutual Fund Shares
       
Rule 7: Putnam Mutual Fund Employee Restriction
       
Rule 8: Special Orders
       
Rule 9: Excessive Trading
       
C. Discouraged Transactions
    27  
Rule 1: Naked Options
       
D. Exempted Transactions
    28  
Rule 1: Involuntary Transactions
       
Rule 2: Special Exemptions
       
SECTION II. Additional Special Rules for Personal Securities Transactions of Access Persons and Certain Investment Professionals
    30  
Rule 1: 90 Day Short-Term Rule
       
Rule 2: 7 Day Rule
       
Rule 3: Blackout Rule
       
Rule 4: Contra Trading Rule
       
Rule 5: No Personal Benefit
       
SECTION III. General Rules for All Employees
    35  
Rule 1: Compliance with All Laws, Regulations and Policies
       
Rule 2: Conflicts of Interest
       
Rule 3: Gifts and Entertainment Policy
       
Rule 4: Anti-Bribery/Kickback Policy
       
Rule 5: Political Activities, Contributions, Solicitations and Lobbying Policy
       
Rule 6: Confidentiality of PanAgora Business Information
       
Rule 7: Roles at Other Entities
       
Rule 8: Role as Trustee or Fiduciary Outside of PanAgora
       

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Rule 9: Investment Clubs
       
Rule 10: Business Negotiations for PanAgora
       
Rule 11: Accurate Records
       
Rule 12: Family Members’ Conflict Policy
       
Rule 13: Affiliated Entities
       
Rule 14: Computer System/Network Policies
       
Rule 15: CFA Institute Code of Ethics
       
Rule 16: Privacy Policy
       
Rule 17: Anti-Money Laundering Policy
       
Rule 18: Record Retention
       
SECTION IV. Reporting Requirements for All Employees
    48  
Rule 1: Broker Confirmations and Statements
       
Rule 2: Access Person – Quarterly Transaction Report
       
Rule 3: Access Person – Initial/Annual Holdings Report
       
Rule 4: Reporting of Irregular Activity
       
Rule 5: Ombudsman
       
SECTION V. Education Requirements
    51  
Rule 1: Distribution of Code
       
Rule 2: Annual Training Requirement
       
SECTION VI. Compliance and Appeal Procedures
    52  
SECTION VIII. Sanctions
       
APPENDIX A: Policy Statement Concerning Insider Trading Prohibitions
       
Rule 1: Inside Information
       
Rule 2: Material, Non-Public Information
       
Rule 3: Reporting of Material, Non-Public Information
       
PREAMBLE
    54  
DEFINITIONS: Insider Trading
    55  
SECTION I. Rules Concerning Inside Information
    57  
SECTION II. Overview of Insider Trading
    60  
APPENDIX B: Policy Statement Regarding Employee Trades in Shares of PanAgora/Putnam Closed-End Funds
    65  
APPENDIX C: Contra-Trading Rule Clearance Form
    66  
APPENDIX D: CFA Institute Code of Ethics and Standards of Professional Conduct
    67  
APPENDIX E: Report of Entertainment Form
    73  

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OVERVIEW
This overview is provided only as a convenience and is not intended to substitute for a careful reading of the complete document. As a condition of continued employment, every PanAgora employee is required to read, understand, and comply with the provisions of the entire Code of Ethics. Additionally, employees are expected to comply with the policies and procedures contained within PanAgora’s Compliance Program, which can be accessed online through PAMZone or in hard copy through the Code of Ethics Officer.
It is the personal responsibility of every PanAgora employee to avoid any conduct that could create a conflict, or even the appearance of a conflict, with our fund shareholders or other clients, or do anything that could damage or erode the trust our clients place in PanAgora and its employees. This is the spirit of the Code of Ethics. In accepting employment at PanAgora, every employee accepts the absolute obligation to comply with the letter and the spirit of the Code of Ethics. Failure to comply with the spirit of the Code of Ethics is just as much a violation of the Code as failure to comply with the written rules of the Code.
The rules of the Code cover activities, including personal securities transactions, of PanAgora employees, certain family members of employees, and entities (such as corporations, trusts, or partnerships) that employees may be deemed to control or influence.
Sanctions will be imposed for violations of the Code of Ethics. Sanctions may include monetary fines, bans on personal trading, reductions in salary increases or bonuses, disgorgement of trading profits, suspension of employment, and termination of employment. The proceeds resulting from monetary sanctions will be given to a charity chosen by the Code of Ethics Officer.
Insider trading
PanAgora employees are forbidden to buy or sell any security while either PanAgora or the employee is in possession of material, non-public information (inside information) concerning the security or the issuer. A violation of PanAgora’s insider trading policies may result in criminal and civil penalties, including imprisonment, disgorgement of profits, and substantial fines. An employee aware of or in possession of inside information must report it immediately to the Code of Ethics Officer or the Deputy Code of Ethics Officer. See Appendix A: Overview of Insider Trading .
Conflicts of interest
The Code of Ethics imposes limits on activities of PanAgora employees where the activity may conflict with the interests of PanAgora or its clients. These include limits on the receipt and solicitation of gifts and on service as a fiduciary for a person or entity outside of PanAgora.

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For example, PanAgora employees generally may not accept gifts over $100 in total value in a calendar year from any entity or any supplier of goods or services to PanAgora. In addition, a PanAgora employee may not serve as a director of any corporation or other entity without prior written approval of the Code of Ethics Officer, and PanAgora employees may not be members of investment clubs.
Confidentiality
Information about PanAgora clients and PanAgora investment activity and research is proprietary and confidential and may not be disclosed or used by any PanAgora employee outside PanAgora without a valid business purpose.
Putnam mutual funds
All employees and certain family members are subject to a minimum 90-day holding period for shares in Putnam’s open-end mutual funds. This restriction does not apply to Putnam’s money market funds. Except in limited circumstances, all employees must hold Putnam open-end fund shares in accounts at Putnam.
Personal securities trading
PanAgora employees may not buy or sell any security for their own account without clearing the proposed transaction in advance. Clearance is facilitated through the Personal Trading Assistant (PTA), the online pre-clearance system for equity securities, and directly with the Code of Ethics Administrator for fixed-income securities and transactions in PanAgora or Putnam closed-end funds. Certain securities are exempted from this pre-clearance requirement (e.g., shares of open-end (not closed-end) mutual funds).
PanAgora employees may not buy any securities in an initial public offering or in a private placement, except in limited circumstances when prior written authorization is obtained.
Clearance must be obtained in advance, between 9:00 a.m. and 4:00 p.m. Eastern Standard Time (EST) on the day of the trade. A clearance is valid only for the day it is obtained . PanAgora employees are strongly discouraged from engaging in excessive trading for their personal accounts. Employees will be prohibited from making more than 10 trades in individual securities within a quarter. Trading in excess of this level will be reviewed with the Code of Ethics Oversight Committee.
PanAgora/Putnam mutual funds
All employees and certain family members are subject to a minimum 90-day holding period for shares in PanAgora and Putnam’s open-end mutual funds. This restriction does not apply to PanAgora or Putnam’s money market funds. Except in limited circumstances, all employees must hold any PanAgora or Putnam open-end fund shares in accounts at PanAgora or Putnam Preferred Access.

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Short selling
PanAgora employees are prohibited from short selling any security, whether or not it is held in a PanAgora client portfolio, except that short selling against broad market indexes and “against the box” are permitted. Note, however, that short selling “against the box” or otherwise hedging an investment in shares of Marsh & McLennan (MMC) stock is prohibited.
Confirmations of trading and periodic account statements
All PanAgora employees must have their brokers send duplicate confirmations and statements of personal securities transactions , including transactions of those who share the same household as the employee or for accounts over which the employee has investment discretion, to the Code of Ethics Officer. Employees must contact the Code of Ethics Administrator to (a) obtain an authorization letter from PanAgora to hold the account (b) provide instructions to the broker in establishing the Rule 407 Letter from PanAgora for setting up a personal brokerage account and (c) enter broker account profile into PTA.
Quarterly and annual reporting
All employees of PanAgora are Access Persons. Access persons must report all their securities transactions in each calendar quarter to the Code of Ethics Officer within 15 days after the end of the quarter. All Access Persons must disclose all personal securities holdings (even those to which pre-clearance may not apply) upon commencement of employment , quarterly and thereafter on an annual basis. If you fail to report as required, salary increases and bonuses may be reduced. Egregious conduct, e.g., willful failures to report, will be subject to harsher sanctions, which may include termination of employment.
IPOs and private placements
PanAgora employees may not buy any securities in an initial public offering or in a private placement, except in limited circumstances when prior written authorization is obtained.
Personal securities transactions by Access Persons
and certain investment professionals
The Code imposes several special restrictions on personal securities transactions by Access Persons and certain investment professionals, which are summarized as follows. (Refer to Section II for details):
90-Day Short Term Holding Period . No Access Person shall purchase and then sell at a profit, or sell and then repurchase at a lower price, any security or related derivative security within 90 calendar days regardless of tax lot election. .

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7-Day Rule. Before a portfolio manager or research analyst places an order to buy a security for any portfolio he manages/researches, he must sell from his personal account any such security or related derivative security purchased within the preceding seven calendar days and disgorge any profit from the sale.
Blackout Rules . No portfolio manager or research analyst may sell any security or related derivative security for her personal account until seven calendar days have passed since the most recent purchase of that security or related derivative security by any portfolio she manages/researches. No portfolio manager or research analyst may buy any security or related derivative security for his personal account until seven calendar days have passed since the most recent sale of that security or related derivative security by any portfolio he manages/researches.
Contra-Trading Rule . No portfolio manager may sell out of her personal account any security or related derivative security that is held in any portfolio she manages unless she has received the written approval of an appropriate Director in your group and the Code of Ethics Officer.
No portfolio manager may cause a PanAgora client to take action for the manager’s own personal benefit.
Similar rules limit personal securities transactions by analysts and directors. Please read these rules carefully as you are responsible for understanding the restrictions.

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PREAMBLE
It is the personal responsibility of every PanAgora employee to avoid any conduct that would create a conflict, or even the appearance of a conflict, with our fund shareholders or other clients, or do anything that could damage or erode the trust our clients place in PanAgora and its employees. This is the spirit of the Code of Ethics. In accepting employment at PanAgora, every employee also accepts the absolute obligation to comply with the letter and the spirit of the Code of Ethics. Failure to comply with the spirit of the Code of Ethics is just as much a violation of the Code as failure to comply with the written rules of the Code. Sanctions will be imposed for violations of the Code of Ethics, including the Code’s reporting requirements.
Sanctions will include bans on personal trading, reductions in salary increases or bonuses, disgorgement of trading profits, suspension of employment, and termination of employment.
PanAgora is required by law to adopt a Code of Ethics. The purposes of the law are to ensure that companies and their employees comply with all applicable laws and to prevent abuses in the investment advisory business that can arise when conflicts of interest exist between the employees of an investment advisor and its clients. By adopting and enforcing a Code of Ethics, we strengthen the trust and confidence reposed in us by demonstrating that, at PanAgora, client interests come before personal interests.
The Code that follows represents a balancing of important interests. On the one hand, as a registered investment advisor, PanAgora owes a duty of undivided loyalty to its clients, and must avoid even the appearance of a conflict that might be perceived as abusing the trust they have placed in PanAgora. On the other hand, PanAgora does not want to prevent conscientious professionals from investing for their own account where conflicts do not exist or are so attenuated as to be immaterial to investment decisions affecting PanAgora clients.
When conflicting interests cannot be reconciled, the Code makes clear that, first and foremost, PanAgora employees owe a fiduciary duty to PanAgora clients. In most cases, this means that the affected employee will be required to forego conflicting personal securities transactions. In some cases, personal investments will be permitted, but only in a manner, which, because of the circumstances and applicable controls, cannot reasonably be perceived as adversely affecting PanAgora client portfolios or taking unfair advantage of the relationship PanAgora employees have to PanAgora clients.
The Code contains specific rules prohibiting defined types of conflicts. Because every potential conflict cannot be anticipated in advance, the Code also contains certain general provisions prohibiting conflict situations. In view of these general provisions, it is critical that any individual who is in doubt about the applicability of the Code in a given situation seek a determination from the Code of Ethics Officer about the propriety of the conduct in advance. The procedures for obtaining such a determination are described in Section VI of the Code.

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It is critical that the Code be strictly observed. Not only will adherence to the Code ensure that PanAgora renders the best possible service to its clients, it will ensure that no individual is liable for violations of law.
It should be emphasized that adherence to this policy is a fundamental condition of employment at PanAgora. Every employee is expected to adhere to the requirements of this Code of Ethics despite any inconvenience that may be involved. Any employee failing to do so may be subject to such disciplinary action, including financial penalties and termination of employment, as determined by the Code of Ethics Officer, the Code of Ethics Oversight Committee or the Chief Executive Officer of PanAgora.

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DEFINITIONS : Code of Ethics
The words below are defined specifically for the purpose of PanAgora’s Code of Ethics.
Gender references in the Code of Ethics alternate.
Rule of construction regarding time periods
Unless the context indicates otherwise, time periods used in the Code of Ethics shall be measured inclusively, i.e., beginning on the dates from which the measurement is made.
EXCEPTIONS
Unless the context indicates otherwise, there will be no exceptions to the rules.
Access Persons
All employees of PanAgora are considered Access Persons.
Code of Ethics Administrator
The individual designated by the Code of Ethics Officer to assume responsibility for day-to-day, nondiscretionary administration of this Code. The current Code of Ethics Administrator is Kristina Eisnor, who can be reached at extension x6389.
Code of Ethics Officer
The PanAgora officer who has been assigned the responsibility of enforcing and interpreting this Code. The Code of Ethics Officer shall be the Chief Compliance Officer or such other person as is designated by the Chief Executive Officer of PanAgora. If the Code of Ethics Officer is unavailable, the Deputy Code of Ethics Officer shall act in his or her stead. The Code of Ethics Officer is Louis X. Iglesias. The Deputy Code of Ethics Officer is Kristina I. Eisnor.
Code of Ethics Oversight Committee
Has oversight responsibility for administering the Code of Ethics. Members include the Code of Ethics Officer and other members of PanAgora’s senior management approved by the Chief Executive Officer of PanAgora.
Immediate family
Spouse, partner, minor children, or other relatives living in the same household as the PanAgora employee.

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Narrow-based derivative
A future, swap, option, or similar derivative instrument whose return is determined by reference to fewer than 25 underlying issuers. Single stock futures and exchange traded funds based on fewer than 25 issuers are included.
Personal Trading Assistant (PTA)
The Personal Trading Assistant (PTA) is an intuitive, browser-based application that provides an automated and streamlined mechanism for managing employee personal trading practices, e.g. pre-clearance, reporting and certifications in accordance with regulatory requirements and PanAgora’s Code of Ethics.
Policy statements
The Policy Statement Concerning Insider Trading Prohibitions attached to the Code as Appendix A and the Policy Statement Regarding Employee Trades in Shares of PanAgora or Putnam closed-end funds attached to the Code as Appendix B.
Private placement
Any offering of a security not offered to the public and not requiring registration with the relevant securities authorities.
Purchase or sale of a security
Any acquisition or transfer of any interest in the security for direct or indirect consideration; this includes the writing of an option. This definition includes any transfer of a security by an employee as a gift to an individual or a charity.
PanAgora
Any or all of PanAgora, and its subsidiaries, any one of which shall be a PanAgora company.
PanAgora client
Any of the PanAgora mutual funds, or any advisory, trust, or other client of PanAgora.
PanAgora employee (or employee)
Any employee of PanAgora.
Restricted list
The list established in accordance with Rule 1 of Section I.A.

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Security
The following instruments are defined as “securities” and require pre-clearance:
  Any type or class of equity or debt security; any rights relating to a security, such as warrants, convertible securities
 
  Closed-end funds
 
  Narrow-based derivative
Unless otherwise noted, the term security does not include:
    Currencies
 
    Direct and indirect obligations of the U.S. government and its agencies
 
    Commercial paper
 
    Certificates of deposit
 
    Repurchase agreements
 
    Bankers’ acceptances
 
    Any other money market instruments
 
    Exchange traded index funds containing a portfolio or securities of 25 or more issuers (e.g., SPDRs, WEBs, QQQs)
 
    Commodities
 
    Any option on a broad-based market index or an exchange-traded futures contract or option
Transaction for a personal account (or personal securities transaction)
Securities transactions: (a) for the personal account of any employee; (b) for the account of a member of the immediate family of any employee; (c) for the account of a partnership in which a PanAgora employee or immediate family member is a general partner or a partner with investment discretion; (d) for the account of a trust in which a PanAgora employee or immediate family member is a trustee with investment discretion; (e) for the account of a closely-held corporation in which a PanAgora employee or immediate family member holds shares and for which he has investment discretion; and (f ) for any account other than a PanAgora client account, which receives investment advice of any sort from the employee or immediate family member, or as to which the employee or immediate family member has investment discretion.

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SECTION I
Personal Securities Rules for All Employees
A. Pre-clearance and the Restricted List
Rule 1 – Requirement to Pre-Clear
No PanAgora employee shall purchase or sell for his personal account any security (other than shares of open-end investment companies) without prior clearance obtained through procedures set forth by the Code of Ethics Officer. Equity securities are pre-cleared through the Personal Trading Assistant (PTA) Putnam’s intranet pre-clearance system (under the @Putnam tab of www.ibenefitcenter.com). Fixed-income securities must be pre-cleared by calling the Code of Ethics Administrator, and there are special rules for trading in PanAgora or Putnam closed-end funds. See Appendix B. Subject to the limited exceptions below, no clearance will be granted for securities appearing on the Restricted List. Securities will be placed on the Restricted List in the following circumstances:
(a) When orders to purchase or sell such security have been entered for any PanAgora client, or the security is being actively considered for purchase for any PanAgora client, unless the security is a nonconvertible investment grade rated (at least BBB by S&P or Baa by Moody’s) fixed-income investment;
(b) When such a security is a voting security of a corporation in the banking, savings and loan, communications, or gaming (i.e., casinos) industries, if holdings of PanAgora or Putnam clients in that corporation exceed 7% (for public utilities, the threshold is 4%);
(c) When, in the judgment of the Code of Ethics Officer, other circumstances warrant restricting personal transactions of PanAgora employees in a particular security;
(d) When required under the circumstances described in the Policy Statement Concerning Insider Trading Prohibitions, attached as Appendix A.
Reminder: Securities for an employee’s personal account include securities owned by certain family members of a PanAgora employee. Thus, this Rule prohibits certain trades by family members of PanAgora employees. See Definitions.
All employee trading in MMC securities must be pre-cleared in the Code of Ethics system. MMC securities include stock, options and any other securities such as debt. Trades in the MMC Employee Stock Purchase Plan and in all Putnam and MMC employee benefit and bonus plans, i.e., re-allocating, rebalancing or exchanging in and out of the 401(k), Profit Sharing Plan, etc., are included in this requirement.

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Pre-clearance of MMC is required when, for example, you:
    Sell MMC out of the Stock Purchase Plan
 
    Exchange shares into or out of your 401(k) Plan / Profit Sharing Plan
 
    Re-allocate your Putnam Fund choices which results in a buy or sell of MMC from your 401(k) / Profit Sharing/Bonus plans
 
    Trade in MMC securities in other accounts held outside Putnam
           Pre-clearance is not required when you:
    Increase/decrease the amount of money that is automatically deducted (systematic plan) from your paycheck and used to purchase MMC shares in your 401(k)/Profit Sharing Plan/Stock Purchase Plan
 
    Maintain standing instructions to have money deducted (automatic payroll deductions) and want to increase the % or decrease the % allocated or instruct to reduce to “0” in your 401(k) / Profit Sharing / Bonus plans
 
    Apply for a loan and/or make withdrawals
COMMENTS
All transactions of MMC require pre-clearance in PTA before you contact your broker to trade shares in an outside brokerage account and before contacting Smith Barney to sell shares out of your Stock Purchase Plan. Also, if MMC is one of your choices in the 401(k) Salary Savings or Profit Sharing Plans, all exchanges in/out must be cleared. Even though clearance is not required for Putnam Mutual Funds, if you do not wish to include MMC shares when rebalancing any of your fund choices, which will result in an automatic exchange of your MMC shares, you must remember to exclude MMC shares prior to submitting your changes. Online: check the ‘BOX’ to exclude MMC or by telephone with a Putnam representative: ask to exclude MMC before rebalancing the funds.
Additional MMC Related Policies:
    MMC securities may from time to time be restricted due to the federal laws which govern trading on inside information. ALL TRANSACTIONS are prohibited during this period.
 
    Members of the Executive Board of Directors and members of the Chief Financial Officer’s senior staff may not trade in MMC securities during the
calendar quarter end prior to the public announcement of MMC’s earnings.
 
    Transactions in MMC securities are not subject to the 90-Day Short Term Rule (applicable to Access Persons only ) or to the holding periods that apply to Putnam Mutual Funds.
Compliance with this rule does not exempt an employee from complying with any other applicable rules of the Code, such as those described in Section III. In particular, Access Persons and certain investment professionals must comply with the special rules set forth in Section II.

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IMPLEMENTATION
A.  Maintenance of Restricted List. The Restricted List shall be maintained by the Code of Ethics Administrator.
B. Requests to make personal securities transactions may not be made using the system or presented to the Code of Ethics Administrator after 4:00 p.m. EST.
Pre-clearance of fixed income securities and PanAgora or Putnam closed-end funds must be made by calling the Code of Ethics Administrator.
The pre-clearance is obtained through the Personal Trading Assistant (PTA) system. The system may be accessed online either at ibenefitcenter.com by clicking on “Employee Essentials” under the @Putnam tab and selecting “Clear personal trade”, or at iworkplace. Employees may pre-clear securities between 9:00 a.m. and 4:00 p.m. ET. Requests to make personal securities transactions may not be made using the system or presented to the Code of Ethics Administrator before 9:00 a.m. or after 4:00 p.m. ET.
Pre-clearance must be made by calling the Code of Ethics Administrator for fixed-income (munis and corporate) bonds, including non-convertible investment grade rated (BBB by S&P or Baa by Moody’s) and Putnam closed-end funds.
The PTA system will inform the employee whether the security may be traded and whether trading in the security is subject to the “Large Cap” limitation or the “Considered List – Limited Sale Exception”. The response of the pre-clearance system as to whether a security appears on the Restricted List and, if so, whether it is eligible for the exceptions set forth after this Rule shall be final, unless the employee appeals to the Code of Ethics Officer, using the procedure described in Section VII, regarding the request to trade a particular security.
A clearance is only valid for trading on the day it is obtained. Trades in securities listed on Asian or European stock exchanges, however, may be executed within one business day after pre-clearance is obtained .
If a security is not on the Restricted List, other classes of securities of the same issuer (e.g., preferred or convertible preferred stock) may be on the Restricted List. It is the employee’s responsibility to identify with particularity the class of securities for which permission is being sought for a personal investment.
If the pre-clearance system does not recognize a security, or if an employee is unable to use the system or has any questions with respect to the system or pre-clearance, the employee may consult the Code of Ethics Administrator. The Code of Ethics Administrator shall not have authority to answer any questions about a security other than whether trading is permitted. The response of the Code of Ethics Administrator as to whether a security appears on the Restricted List and, if so, whether it is eligible for any applicable exceptions set forth after this Rule shall be final, unless the employee appeals

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to the Code of Ethics Officer, using the procedure described in Section VII, regarding the request to trade a particular security.
EXCEPTIONS
A.  Large Cap Exception. If a security appearing on the Restricted List is an equity security for which the issuer has a market capitalization (defined as outstanding shares multiplied by current price per share) of over $5 billion, then a PanAgora employee may purchase or sell up to 1,000 shares of the security per day for his personal account. This exception does not apply if the security appears on the Restricted List in the circumstances described in subpart (b), (c), or (d) of Rule 1.
B.  Pre-clearing Transactions Effected by Share Subscription . The purchase of securities made by subscription rather than on an exchange are limited to issuers having a market capitalization of $5 billion or more and are subject to a 1,000 share limit. The following are procedures to comply with Rule 1 when effecting a purchase or sale of shares by subscription:
(a) The PanAgora employee must pre-clear the trade on the day he or she submits a subscription to the issuer, rather than on the actual day of the trade since the actual day of the trade typically will not be known to the employee who submits the subscription. At the time of pre-clearance, the employee will be told whether the purchase is permitted (in the case of a corporation having a market capitalization of $5 billion or more), or not permitted (in the case of a smaller capitalization issuer).
(b) The subscription for any purchase or sale of shares must be reported on the employee’s quarterly personal securities transaction report, noting the trade was accomplished by subscription.
(c) Because no brokers are involved in the transaction, the confirmation requirement will be waived for these transactions, although the PanAgora employee must provide the Legal and Compliance Department with any transaction summaries or statements sent by the issuer.
C.  Trades in Approved Discretionary Brokerage Accounts . A transaction does not need to be pre-cleared if it takes place in an account that the Code of Ethics Officer has approved in writing as exempt from the pre-clearance requirement. In the sole discretion of the Code of Ethics Officer accounts that will be considered for exclusion from the pre-clearance requirement are only those for which an employee’s securities broker or investment advisor has complete discretion (a discretionary account) and the following conditions are met (i) the employee certifies annually in writing that the employee has no influence over the transactions in the discretionary account and is not aware of the transactions in the discretionary account prior to their execution, (ii) the compliance department of the employee’s broker or investment advisor certifies annually in writing that the employee has no influence over the transactions in the discretionary account and is not aware of the transactions in the discretionary account prior to their execution; and

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(iii) each calendar quarter, the broker or investment advisor sends PanAgora’s Code of Ethics Administrator copies of each quarterly statement for the discretionary account. Employees wishing to seek such an exemption must send a written request to the Code of Ethics Administrator.
COMMENTS
Pre-clearance . Subpart (a) of Rule 1 is designed to avoid the conflict of interest that might occur when an employee trades for his personal account a security that currently is being traded or is likely to be traded for a PanAgora client. Such conflicts arise, for example, when the trades of an employee might have an impact on the price or availability of a particular security, or when the trades of the client might have an impact on price to the benefit of the employee. Thus, exceptions involve situations where the trade of a PanAgora employee is unlikely to have an impact on the market.
Regulatory Limits. Owing to a variety of federal statutes and regulations in the banking, savings and loan, communications, and gaming industries, it is critical that accounts of PanAgora and Putnam clients not hold more than 10% of the voting securities (5% for public utilities) of any issuer in those industries. Because of the risk that the personal holdings of PanAgora and Putnam employees may be aggregated with PanAgora and Putnam holdings for these purposes, subpart (b) of this Rule limits personal trades in these areas. The 7% limit (4% for public utilities) will allow the regulatory limits to be observed.
Options . For the purposes of this Code, options are treated like the underlying security. See Definitions. Thus, an employee may not purchase, sell, or “write” option contracts for a security that is on the Restricted List. The automatic exercise of an options contract (the purchase or writing of which was previously pre-cleared) does not have to be pre-cleared. Note, however, that the sale of securities obtained through the exercise of options must be pre-cleared.
Involuntary transactions . Involuntary personal securities transactions are exempted from the Code. Special attention should be paid to this exemption. (See Section I.D.)
Tender offers. This Rule does not prohibit an employee from tendering securities from his personal account in response to an any and all tender offer, even if PanAgora clients are also tendering securities. A PanAgora employee is, however, prohibited from tendering securities from his personal account in response to a partial tender offer, if PanAgora clients are also tendering securities.
MMC securities. The pre-clearance, reporting and the rules applicable to personal trading apply to securities of MMC, including MMC shares held in the PanAgora 401(k) plans and in the MMC Stock Purchase Plan.

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Sanctions Guidelines
The Code of Ethics Oversight Committee is responsible for setting sanctions policies for violating the Code. The Committee has adopted the following minimum monetary sanctions for violations of the Code. These sanctions apply even if the exception results from inadvertence rather than intentional misbehavior. The Code of Ethics Officer is authorized to impose the minimum sanction on employees without further Committee action. However, the sanctions noted below are only minimums and the Committee reserves the right to impose additional sanctions such as higher monetary sanctions, trading bans, suspension or termination of employment as it determines to be appropriate.
The minimum sanction for a violation of the following Rules is disgorgement of any profits or payment of avoided losses and the following payments:
Section IA, Rule 1 (Pre-clearance and Restricted List)
Section IB, Rule 1 (Short-selling)
Section IB, Rule 2 (IPOs)
Section IB, Rule 3 (Private Placements)
Section IB, Rule 4 (Trading with Inside Information)
Section IB, Rules 6-8 (Holding and trading of Putnam Funds)
Section II, Rule 2 (7-Day Rule)
Section II, Rule 3 (Black-out Rule
Section II, Rule 4, (Contra-Trading Rule)
Section II, Rule 5 (Trading for personal benefit)
                         
                    Non-Investment
    Director/Officer       PM   Professional
1st violation
  $ 500   $ 250     $ 50  
2nd
  $ 1,000   $ 500     $ 100  
3rd
  Minimum monetary sanction as above with ban on all new personal individual investments
The minimum sanction for violations of all other rules in the Code is as follows:
                         
                    Non-Investment
    Director/Officer       PM   Professional
1st violation
  $ 100   $ 50     $ 25  
2nd
  $ 200   $ 100     $ 50  
3rd
  Minimum monetary sanction as above with ban on all new personal individual investments                
The reference period for determining whether a violation is initial or subsequent will be five years.

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NOTE
These are the sanction guidelines for successive failures to pre-clear personal trades within a two-year period. The Code of Ethics Oversight Committee retains the right to increase or decrease the sanction for a particular violation in light of the circumstances. The Committee’s belief that an employee has violated the Code of Ethics intentionally may result in more severe sanctions than outlined in the guidelines above. The sanctions described in paragraph B apply to Restricted List securities that are: (a) small-cap stocks (i.e., stocks not entitled to the Large Cap exception) and (b) large-cap stocks that exceed the daily 1,000 share maximum permitted under the Large Cap exception. Failure to pre-clear an otherwise permitted trade of up to 1,000 shares of a large-cap security is subject to the sanctions described above in paragraph A.
B. Prohibited Transactions
Rule 1
PanAgora employees are prohibited from short selling any security, whether or not the security is held in a PanAgora client portfolio. Employees are prohibited from hedging investments made in securities of MMC.
EXCEPTIONS
A.  Large Cap Exceptions. If a security appearing on the Restricted List is an equity security for which the issuer has a market capitalization (defined as outstanding shares multiplied by current price per share) of over $5 billion, then upon clearance approval, the Putnam employee may not trade more than 1,000 shares of the security for the day.
B.  Considered List Limited Sale Exemption . As the PanAgora list of considered securities is broad and inclusive, employees will be permitted to make limited sales but not purchase of securities held in their accounts if the security is on the Considered List but not if it is on the Restricted List for any other purpose. Upon pre-clearance of the equity security with a market capitalization of $500 million (but not in excess of $5 billion) the employee will be permitted to sell up to 250 shares.
C.  Pre-clearing Transactions Effected by Share Subscription . Trades of securities made by subscription rather than on an exchange are limited to issuers having a market capitalization of $5 billion or more and are subject to the 1,000 share limit. The following are procedures to comply with Rule 1 when effecting a purchase or sale of shares by subscription:
    The PanAgora employee must pre-clear the trade on the day he or she submits a subscription to the issuer, rather than on the actual day of the trade since the actual day of the trade typically will not be known to the employee who submits the subscription. The employee must contact the Code of Ethics Administrator at the time of pre-clearance and will be told whether the purchase is permitted (in

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      the case of a corporation having a market capitalization of $5 billion or more), or not permitted (in the case of a smaller capitalization issuer).
 
    The subscription for any purchase or sale of shares must be reported on the Access Person’s quarterly personal securities transaction report, noting the trade was accomplished by subscription.
 
    Because no brokers are involved in the transaction, the confirmation requirement will be waived for these transactions, although the PanAgora employee must provide the Compliance Department with any transaction summaries or statements sent by the issuer.
D.  Trades in Approved Discretionary Brokerage Accounts . A transaction does not need to be pre-cleared if it takes place in an account that the Code of Ethics Officer has approved in writing as exempt from the pre-clearance requirement. In the sole discretion of the Code of Ethics Officer accounts that will be considered for exclusion from the pre-clearance requirement are only those for which an employee’s securities broker or investment advisor has complete discretion (a discretionary account) and the following conditions are met (i) the employee certifies annually in writing that the employee has no influence over the transactions in the discretionary account and is not aware of the transactions in the discretionary account prior to their execution, (ii) the compliance department of the employee’s broker or investment advisor certifies annually in writing that the employee has no influence over the transactions in the discretionary account and is not aware of the transactions in the discretionary account prior to their execution; and (iii) each calendar quarter, the broker or investment advisor sends Putnam’s Code of Ethics Administrator copies of each quarterly statement for the discretionary account. Employees wishing to seek such an exemption must send a written request to the Code of Ethics Administrator.
Short selling against broad market indexes (such as the Dow Jones Industrial Average, the NASDAQ index, and the S&P 100 and 500 indexes) and short selling against the box are permitted (except that short selling shares of MMC against the box is not permitted).
Rule 2
No PanAgora employee shall purchase any security for her personal account in an initial public offering.
EXCEPTION
Pre-existing Status Exception . A PanAgora employee shall not be barred by this Rule or by Rule 1(a) of Section I.A. from purchasing securities for her personal account in connection with an initial public offering of securities by a bank or insurance company when the employee’s status as a policyholder or depositor entitles her to purchase securities on terms more favorable than those available to the general public, in connection with the bank’s conversion from mutual or cooperative form to stock form, or the insurance company’s conversion from mutual to stock form, provided that the

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employee has had the status entitling her to purchase on favorable terms for at least two years. This exception is only available with respect to the value of bank deposits or insurance policies that an employee owns before the announcement of the initial public offering. This exception does not apply, however, if the security appears on the Restricted List in the circumstances set forth in subparts (b), (c), or (d) of Section I.A., Rule 1.
IMPLEMENTATION
A.  General Implementation. An employee shall inquire, before any purchase of a security for her personal account, whether the security to be purchased is being offered pursuant to an initial public offering. If the security is offered through an initial public offering, the employee shall refrain from purchasing that security for her personal account unless the exception applies.
B.  Administration of Exception. If the employee believes the exception applies, she shall consult the Code of Ethics Administrator concerning whether the security appears on the Restricted List and if so, whether it is eligible for this exception.
COMMENTS
The purpose of this Rule is designed to avoid the conflict of interest that might occur when an employee trades for his personal account a security that currently is being traded or is likely to be traded for a PanAgora client. Such conflicts arise, for example, when the trades of an employee might have an impact on the price or availability of a particular security, or when the trades of the client might have an impact on price to the benefit of the employee. Thus, exceptions involve situations where the trade of a Putnam employee is unlikely to have an impact on the market.
Purchases of securities in the immediate after-market of an initial public offering are not prohibited, provided they do not constitute violations of other portions of the Code of Ethics. For example, participation in the immediate after-market as a result of a special allocation from an underwriting group would be prohibited by Section III, Rule 3 concerning gifts and other favors.
Public offerings subsequent to initial public offerings are not deemed to create the same potential for competition between PanAgora employees and PanAgora clients because of the pre-existence of a market for the securities.
Rule 3 – Private Placement Pre-Approval Requirements
No PanAgora employee shall purchase any security for his personal account in a limited private offering or private placement. Privately placed limited partnerships are specifically included in this Rule.

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COMMENTS
The purpose of this Rule is to prevent a PanAgora employee from investing in securities for his own account pursuant to a limited private offering that could compete with or disadvantage PanAgora clients, and to prevent PanAgora employees from being subject to efforts to curry favor by those who seek to do business with PanAgora.
Exemptions to the prohibition will generally not be granted where the proposed investment relates directly or indirectly to investments by a PanAgora client, or where individuals involved in the offering (including the issuers, broker, underwriter, placement agent, promoter, fellow investors and affiliates of the foregoing) have any prior or existing business relationship with PanAgora or a PanAgora employee, or where the PanAgora employee believes that such individuals may expect to have a future business relationship with PanAgora or a PanAgora employee.
An exemption may be granted, subject to reviewing all the facts and circumstances, for investments in:
(a) Pooled investment funds, including hedge funds, subject to the condition that an employee investing in a pooled investment fund would have no involvement in the activities or decision-making process of the fund except for financial reports made in the ordinary course of the fund’s business, and subject to the condition that the hedge fund does not invest significantly in registered investment companies.
(b) Private placements where the investment cannot relate, or be expected to relate, directly or indirectly to PanAgora or investments by a PanAgora client.
Employees who apply for an exemption will be expected to disclose to the Code of Ethics Officer in writing all facts and relationships relating to the proposed investment.
Applications to invest in private placements will be reviewed by the Code of Ethics Oversight Committee. This review will take into account, among other factors, the considerations described in the preceding comments.
Rule 4 – Trading with Material Non-Public Information
No PanAgora employee shall purchase or sell any security for her personal account or for any PanAgora client account while in possession of material, nonpublic information concerning the security or the issuer.
EXCEPTIONS
None. Please read Appendix A, Policy Statement Concerning Insider Trading Prohibitions.

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Rule 5 — No Personal Trading with Client Portfolios
No PutnamPanAgora employee shall purchase from or sell to a PanAgora client any securities or other property for his personal account, nor engage in any personal transaction to which a PanAgora client is known to be a party, or which transaction may have a significant relationship to any action taken by a PanAgora client.
EXCEPTIONS
None.
IMPLEMENTATION
It shall be the responsibility of every PanAgora employee to make inquiry prior to any personal transaction sufficient to satisfy himself that the requirements of this Rule have been met.
COMMENT
This rule is required by federal law. It does not prohibit a PanAgora employee from purchasing any shares of an open-end PanAgora fund. The policy with respect to employee trading in closed-end PanAgora funds is attached as Appendix B.
Rule 6 – Holding of Putnam Mutual Fund Shares
PanAgora employees may not hold shares of PanAgora or Putnam open-end U.S. mutual funds other than through accounts maintained at PanAgora/Putnam through Putnam Preferred Access (PPA). Employees placing purchase orders in shares of PanAgora or Putnam open-end funds must place such orders through PanAgora/Putnam and not through an outside broker or other intermediary. Employees redeeming or exchanging shares of PanAgora or Putnam open-end funds must place those orders through PanAgora/Putnam and not through an outside broker or other intermediary. Contact a PPA representative at 1-800-634-1590 for instructions on how to transfer these funds.
REMINDER:
For purposes of this Rule, “employee” includes:
Members of the immediate family of a PanAgora employee who share the same household as the employee or for whom the PanAgora employee has investment discretion (family member);
Any trust in which a PanAgora employee or family member is a trustee with investment discretion and in which such PanAgora employee or any family member are collectively beneficiaries;

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Any closely-held entity (such as a partnership, limited liability company, or corporation) in which a PanAgora employee and his or her family members hold a controlling interest and with respect to which they have investment discretion; and
Any account (including any retirement, pension, deferred compensation, or similar account) in which a PanAgora employee or family member has a substantial economic interest and over which said PanAgora employee or family member exercises investment discretion.
COMMENTS
These requirements also apply to:
  self-directed IRA accounts holding Putnam fund shares.
 
  variable insurance accounts, which invest in Putnam Variable Trusts such as the Putnam/Hartford Capital Manager Programs. Employees must designate Putnam Retail Management as the broker of record for all such accounts. Employees may not hold an interest in Putnam Variable Trust which cannot be held through Putnam.
EXCEPTION
Retirement, pension, deferred compensation and similar accounts that cannot be legally transferred to Putnam are not subject to the requirement. For example, a spouse of a PanAgora employee may have a 401(k) plan with her employer that invests in Putnam funds. Any employee who continues to hold shares in open-end Putnam funds outside of Putnam must notify the Code of Ethics Officer in writing of the account information, provide the reason why the account cannot be transferred to Putnam and arrange for a quarterly statement of transaction in such account to be sent to the Code of Ethics Administrator.
Rule 7 – Putnam Mutual Fund Employee Restrictions
(a) Employees defined in Rule 6 may not, within a 90-calendar day period, make a purchase followed by a sale or a sale followed by a purchase of shares of the same open-end Putnam mutual fund even if the transactions occur in different accounts.
(b) Employees who are Access Persons may not, within a one-year period, make a purchase followed by a sale or a sale followed by a purchase of shares of the same open-end Putnam mutual fund or of shares of any U.S. registered mutual fund to which Putnam acts as advisor or sub-advisor even if the transactions occur in different accounts.
(c) All employees are required to “link” their immediate family members’ accounts holding Putnam mutual funds to comply with the disclosure requirements. These

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accounts are also subject to the 90-day and one-year rules. To link these accounts, log on to www.ibenefitcenter.com – click on @Putnam and select Employee Essentials/Linked Mutual Fund Accounts. You are required to confirm the information and will be prompted to add any accounts that you or your family members have that should be linked or delinked based on the definitions outlined.
COMMENTS
This restriction applies across all accounts maintained by an employee as follows:
An employee who buys shares of an open-end Putnam mutual fund may not sell any shares of the same mutual fund until 90 calendar days have passed.
Example: If an employee buys shares of a Putnam fund on Day 1 for a retail account and then sells (by exchange) shares of the same fund for his or her Putnam Profit Sharing 401(k) Plan account on Day 85, the employee has violated the rule.
Similarly, an employee who sells shares of an open-end Putnam mutual fund may not buy any shares of the same mutual fund until 90 calendar days have passed.
This restriction applies across all accounts maintained by an employee as follows:
An employee who buys shares of an open-end PanAgora or Putnam mutual fund may not sell any shares of the same mutual fund until 1 year has passed.
The purpose of these blackout periods restriction is to prevent any market timing, or appearance of market timing activity.
This Rule applies to transactions by a PanAgora employee in any type of account, including retail, IRA, variable annuity, college savings 529 plans, Profit Sharing 401(k) Plan, and any deferred compensation accounts.
The minimum sanction for an initial violation of the blackout period shall be disgorgement of any profit made on the transaction. Additional sanctions may apply, including termination of employment.
EXCEPTIONS
A.  This restriction does not apply to Putnam’s money market funds and Putnam Stable Value Fund.
B.  Profit Sharing 401(k) Plan Contributions and Payroll Deductions. The 90-day or one year restriction is not triggered by initial allocation of regular employee or employer contributions or forfeitures to an employee’s account under the terms of PanAgora employee benefit plans or a PanAgora payroll deduction direct investment program; later
exchanges of these contributions will be subject to either the 90-day or one year blackout period.

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C.  Systematic Programs. This restriction does not apply with respect to shares sold or acquired as a result of participation in a systematic program for contributions, withdrawals or exchanges, provided that an election to participate in any such program and the participation dates of the program may not be changed more often than quarterly after the program is elected by the employee. Access Persons may elect a quarterly or semiannual rebalancing program although it may only be changed on an annual basis;
D.  Employee Benefit Plan Withdrawals and Distributions. This restriction does not apply with respect to shares sold for withdrawals, loans or distributions under the terms of PanAgora employee benefit plans;
E.  Dividends, Distributions, Mergers, and Share Class Conversions. This restriction does not apply with respect to the acquisitioned shares as a result of reinvestment of dividends, distributions, mergers, conversions of share classes, or other similar actions. Subsequent transactions with respect to the shares will be covered.
F.  College Savings Program: Redemptions from an employee’s college savings 529 plan to pay for qualified educational expenses for the beneficiary of the account (and redemptions due to death or disability) are exempt from the 90-day and one-year restrictions applicable to Putnam mutual funds. Qualified redemptions include:
  Tuition
 
  School fees
 
  Books
 
  Supplies and equipment required for enrollment
 
  Room and board
 
  Death
 
  Disability
G.  Special Situations: In special situations, PanAgora’s Code of Ethics Oversight Committee may grant exceptions to the blackout periods as a result of death, disability, or special circumstances (such as, personal hardship), all as determined from time to time by the Committee. Employees can request an exception by submitting a written request to the Code of Ethics Officer.
Rule 8 – Special: Good Until Canceled Orders
Good Until Canceled (GTC) Orders and Limit Orders are prohibited.
Any order not executed on the day of pre-clearance must be resubmitted for pre-clearance before being executed on a subsequent day. “Good until canceled” or “limit” orders are prohibited because of the potential failure to pre-clear.

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EXCEPTION
Same day limit orders are permitted.
Rule 9: Excessive Trading
PanAgora employees are strongly discouraged from engaging in excessive trading for their personal accounts. Employees are prohibited from making more than 10 trades in individual securities in any given quarter. Excessive trading within PanAgora or Putnam open-end mutual funds is prohibited.
EXCEPTIONS
For the purpose of calculating the number of trades in any quarter, trading the same security in the same direction (buy or sell) over a period of five business days will be counted as one transaction.
All other rules under the Code of Ethics will continue to be applied.
COMMENTS
Although a PanAgora employee’s excessive trading may not itself constitute a conflict of interest with PanAgora clients, PanAgora believes that its clients’ confidence in PanAgora will be enhanced and the likelihood of PanAgora achieving better investment results for its clients over the long term will be increased if PanAgora employees rely on their investment — as opposed to trading — skills in transactions for their own account. Moreover, excessive trading by a PanAgora employee for his or her own account diverts an employee’s attention from the responsibility of servicing PanAgora clients, and increases the possibilities for transactions that are in actual or apparent conflict with PanAgora client transactions. Short-term trading is strongly discouraged while employees are encouraged to take a long-term view.
Employees should be aware that their trading activity is closely monitored. Activity exceeding 10 trades per quarter will be prohibited by the Code of Ethics Oversight Committee. Sanctions will be imposed such as a trading ban or a more stringent sanction may be determined at the discretion of the Committee. Different rules apply with respect to trading in shares of PanAgora or Putnam open-end mutual funds. See Section I. B, Rule 7 above.
C. Discouraged Transactions
Rule 1 – Naked Options
PanAgora employees are strongly discouraged from engaging in writing (selling) naked options for their personal accounts.

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Naked option transactions are particularly dangerous, because a PanAgora employee may be prevented by the restrictions in this Code of Ethics from covering the naked option at the appropriate time. All employees should keep in mind the limitations on their personal securities trading imposed by this Code when contemplating such an investment strategy. Engaging in naked options transactions on the basis of material, nonpublic information is prohibited. See Appendix A, Policy Statement Concerning Insider Trading Prohibitions.
EXCEPTIONS
None.
D. Exempted Transactions
Rule 1 – Involuntary Transactions
Transactions that are involuntary on the part of a PanAgora employee are exempt from the prohibitions set forth in Sections I.A., I.B., and I.C.
EXCEPTIONS
None.
COMMENTS
This exemption is based on categories of conduct that the Securities and Exchange Commission does not consider “abusive.”
Examples of involuntary personal securities transactions include:
(a) Sales out of the brokerage account of a PanAgora employee as a result of bona fide margin call, provided that withdrawal of collateral by the PanAgora employee within the ten days previous to the margin call was not a contributing factor to the margin call;
(b) Purchases arising out of an automatic dividend reinvestment program of an issuer of a publicly traded security.
Transactions by a trust in which the PanAgora employee (or a member of his immediate family) holds a beneficial interest, but for which the employee has no direct or indirect influence or control with respect to the selection of investments, are involuntary transactions. In addition, these transactions do not fall within the definition of “personal securities transactions.” See Definitions.
A good-faith belief on the part of the employee that a transaction was involuntary will not be a defense to a violation of the Code of Ethics. In the event of confusion as to whether a particular transaction is involuntary, the burden is on the employee to seek a prior written determination of the applicability of this exemption. The procedures for obtaining such a determination appear in Section VII, Part 4.

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Rule 2 – Special Exemptions
Transactions that have been determined in writing by the Code of Ethics Officer before the transaction occurs to be no more than remotely harmful to PanAgora clients because the transaction would be very unlikely to affect a highly institutional market, or because the transaction is clearly not related economically to the securities to be purchased, sold, or held by a PanAgora client, are exempt from the prohibitions set forth in Sections I.A., I.B., and I.C.
IMPLEMENTATION
An employee may seek an ad-hoc exemption under this Rule by following the procedures in Section VII, Part 4.
COMMENTS
This exemption is also based upon categories of conduct that the Securities and Exchange Commission does not consider “abusive.”
The burden is on the employee to seek a prior written determination that the proposed transaction meets the standards for an ad hoc exemption set forth in this Rule.

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SECTION II
Additional Special Rules for Personal Securities Transactions of Access Persons and Certain
Investment Professionals
Access Persons
Rule 1: 90-Day Short Term Rule
Access Persons may not sell a security at a profit within 90 days of purchase or buy a security at a price below which he or she sold it within the past 90 days.
EXCEPTIONS
None, unless prior written approval from the Code of Ethics Officer is obtained. Exceptions may be granted on a case-by-case basis when no abuse is involved and the equities of the situation support an exemption. For example, although an Access Person may buy a stock as a long-term investment, that stock may have to be sold involuntarily due to unforeseen activity such as a merger.
IMPLEMENTATION
A. The 90-Day Short-Term Rule applies to all Access Persons, as defined in the Definitions section of the Code.
B. Calculation of whether there has been a profit is based upon the market prices of the securities. The calculation includes commissions and other sales charges.
C. As an example, an Access Person would not be permitted to sell a security at $12 that he purchased within the prior 90 days for $10. Similarly, an Access Person would not be permitted to purchase a security at $10 that she had sold within the prior 90 days for $12.
COMMENTS
The prohibition against short-term trading profits by Access Persons is designed to minimize the possibility that they will capitalize inappropriately on the market impact of trades involving a client portfolio about which they might possibly have information.
Although directors, portfolio managers, and analysts may sell securities at a profit within 90 days of purchase in order to comply with the requirements of the 7-Day Rule applicable to them (described below), the profit will have to be disgorged to charity under the terms of the 7-Day Rule.
An Access Person cannot trade a security within 90 days regardless of tax lot election.

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Certain Investment Professionals
Rule 2: 7-Day Rule
(a)  Portfolio Managers : Before a portfolio manager (including a director with respect to an account he manages) places an order to buy a security for any PanAgora client portfolio that he manages, he must sell that security or related derivative security if he has purchased it in his personal account within the preceding seven calendar days.
(b)  Comanagers : Before a portfolio manager places an order to buy a security for any PanAgora client he manages, his comanager must sell that security or related derivative security if he has purchased it in his personal account within the preceding seven calendar days.
(c) Research Analysts : Before an analyst makes a buy or outperform recommendation for a security, he must sell that security or related derivative security if he has purchased it in his personal account within the preceding seven calendar days.
COMMENTS
This Rule applies to portfolio managers (including directors with respect to accounts they manage) in connection with any purchase (no matter how small) in any client account managed by that portfolio manager or director. In particular, it should be noted that the requirements of this Rule also apply with respect to purchases in client accounts, resulting from “cash flows.” To comply with the requirements of this Rule, it is the responsibility of each portfolio manager or director to be aware of the placement of all orders for purchases of a security by client accounts that he or she manages for seven days following the purchase of that security for his or her personal account.
An investment professional who must sell securities to be in compliance with the 7-Day Rule must absorb any loss and disgorge to charity any profit resulting from the sale. The recipient charity will be chosen by the Code of Ethics Officer.
This Rule is designed to avoid even the appearance of a conflict of interest between an investment professional and a PanAgora client. A greater burden is placed on these professionals given their positions in the organization. Transactions executed for the employee’s personal account must be conducted in a manner consistent with the Code of Ethics and in such a manner as to avoid any actual or perceived conflict of interest or any abuse of the employee’s position of trust and responsibility.
“Portfolio manager” is used in this Section as a functional label, and is intended to cover any employee with authority to authorize a trade on behalf of a PanAgora client, whether or not such employee bears the title “portfolio manager.” “Analyst” is also used in this Section as a functional label, and is intended to cover any employee who is not a

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portfolio manager but who may make recommendations regarding investments for PanAgora clients.
EXCEPTIONS
None.
Rule 3: Blackout Rule
(a)  Portfolio Managers : No portfolio manager (including a director with respect to an account she manages) shall: (i) sell any security or related derivative security for her personal account until seven calendar days have elapsed since the most recent purchase of that security or related derivative security by any PanAgora client portfolio she manages or comanages; or (ii) purchase any security or related derivative security for her personal account until seven calendar days have elapsed since the most recent sale of that security or related derivative security from any PanAgora client portfolio that she manages or comanages.
(b) Research Analysts : No analyst shall: (i) sell any security or related derivative security for his personal account until seven calendar days have elapsed since his most recent buy or outperform recommendation for that security or related derivative security; or (ii) purchase any security or related derivative security for his personal account until seven calendar days have elapsed since his most recent sell or underperform recommendation for that security or related derivative security.
COMMENTS
This Rule applies to portfolio managers (including directors with respect to accounts they manage) in connection with any purchase (no matter how small) in any client account managed by that portfolio manager or directors. In particular, it should be noted that the requirements of this rule also apply with respect to transactions in client accounts resulting from cash flows. In order to comply with the requirements of this Rule, it is the responsibility of each portfolio manager and director to be aware of all transactions in a security by client accounts that he or she manages that took place within the seven days preceding a transaction in that security for his or her personal account.
This Rule is designed to prevent a PanAgora portfolio manager or analyst from engaging in personal investment conduct that appears to be counter to the investment strategy she is pursuing or recommending on behalf of a PanAgora client.
Trades by a PanAgora portfolio manager for her personal account in the “same direction” as the PanAgora client portfolio she manages, and trades by an analyst for his personal account in the same direction as his recommendation, do not present the same danger, so long as any same direction trades do not violate other provisions of the Code or the Policy Statements.

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EXCEPTIONS
None.
Rule 4: Contra Trading Rule
(a)  Portfolio Managers : No portfolio manager shall, without prior clearance, sell out of his personal account securities or related derivative securities held in any PanAgora client portfolio that he manages or comanages.
(b)  Directors : No director shall, without prior clearance, sell out of his personal account securities or related derivative securities held in any PanAgora client portfolio managed in his investment group .
EXCEPTIONS
None, unless prior clearance and written approval are given.
IMPLEMENTATION
A . Individuals Authorized to Give Approval . Prior to engaging in any such sale, a portfolio manager shall seek approval, in writing, of the proposed sale. In the case of a portfolio manager or analyst, prior written approval of the proposed sale shall be obtained from a director to whom he reports or, in his absence, another director. In the case of a director, prior written approval of the proposed sale shall be obtained from the chief investment officer. In the case of the chief investment officer, prior written approval shall be obtained from the Code of Ethics Officer. In addition to the foregoing, prior written approval must also be obtained from the Code of Ethics Officer or in the case of the chief investment officer, prior written approval from the chief executive officer.
B.  Contents of Written Approval . In every instance, the written approval form attached as Appendix C (or such other form as the Code of Ethics Officer shall designate) shall be used. The written approval should be signed by the director giving approval and dated the date such approval was given, and shall state, briefly, the reasons why the trade was allowed and why the investment conduct pursued by the portfolio manager, analyst, or director was deemed inappropriate for the PanAgora client account controlled by the individual seeking to engage in the transaction for his personal account. Such written approval shall be sent by the director approving the transaction to the Code of Ethics Officer, for her approval, within 24 hours or as promptly as circumstances permit. Approvals obtained after a transaction has been completed or while it is in process will not satisfy the requirements of this Rule.

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COMMENT
This Rule, like Rule 3 of this Section, is designed to prevent a PanAgora portfolio manager from engaging in personal investment conduct that appears to be counter to the investment strategy that he is pursuing on behalf of a PanAgora client.
Rule 5
No portfolio manager shall cause, and no analyst shall recommend, a PanAgora client to take action for the portfolio manager’s or analyst’s own personal benefit.
EXCEPTIONS
None.
COMMENTS
A portfolio manager who trades in, or an analyst who recommends, particular securities for a PanAgora client account in order to support the price of securities in his personal account, or who “front runs” a PanAgora client order is in violation of this Rule. Portfolio managers and analysts should be aware that this Rule is not limited to personal transactions in securities (as that word is defined in Definitions). Thus, a portfolio manager or analyst who front runs a PanAgora client purchase or sale of obligations of the U.S. government is in violation of this Rule, although U.S. government obligations are excluded from the definition of security.
This Rule is not limited to instances when a portfolio manager or analyst has malicious intent. It also prohibits conduct that creates an appearance of impropriety. Portfolio managers and analysts who have questions about whether proposed conduct creates an appearance of impropriety should seek a prior written determination from the Code of Ethics Officer, using the procedures described in Section VI, Part 3.

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SECTION III
General Rules for All Employees
Rule 1: Compliance with All Laws, Regulations and Policies
All employees must comply with applicable laws and regulations as well as company policies. This includes tax, anti-trust, political contribution, and international boycott laws. In addition, no employee at PanAgora may engage in fraudulent conduct of any kind.
EXCEPTIONS
None.
COMMENTS
PanAgora may report to the appropriate legal authorities conduct by PanAgora employees that violates this Rule.
It should also be noted that the U.S. Foreign Corrupt Practices Act makes it a criminal offense to make a payment or offer of payment to any non-U.S. governmental official, political party, or candidate to induce that person to affect any governmental act or decision, or to assist PanAgora’s obtaining or retaining business.
Rule 2: Conflicts of Interest
No PanAgora employee shall conduct herself in a manner, which is contrary to the interests of, or in competition with, PanAgora or a PanAgora client, or which creates an actual or apparent conflict of interest with a PanAgora client.
EXCEPTIONS
None.
COMMENTS
This Rule is designed to recognize the fundamental principle that PanAgora employees owe their chief duty and loyalty to PanAgora and PanAgora clients.
It is expected that a PanAgora employee who becomes aware of an investment opportunity that she believes is suitable for a PanAgora client who she services will present it to the appropriate portfolio manager, prior to taking advantage of the opportunity herself.

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Rule 3: Gifts and Entertainment Policy
No PanAgora employee shall accept anything of material value from any broker-dealer, financial institution, corporation or other entity, any existing or prospective supplier of goods or services with a business relationship to PanAgora, or any company or other entity whose securities are held in or are being considered as investments for any otherPanAgora client accounts. Included are gifts, favors, preferential treatment, special arrangements, or access to special events.
COMMENTS
This Rule is intended to permit the acceptance of only proper types of customary and limited business amenities.
A PanAgora employee may not, under any circumstances, accept anything that could create the appearance of any kind of conflict of interest. For example, acceptance of any consideration is prohibited if it would create the appearance of a reward or inducement for conducting PanAgora business either with the person providing the gift or his employer.
IMPLEMENTATION
A.  Gifts . An employee may not accept small gifts with an aggregate value of more than $100 in any year from any one source, i.e., entity or firm. . Any PanAgora employee who is offered or receives an item exceeding $100 in value is prohibited by this Rule and must report the details to the Code of Ethics Officer and surrender or return the gift. Any entertainment event provided to an employee where the host is not in attendance is treated as a gift and is subject to the $100 per year per source limit.
B.  Entertainment . PanAgora’s rules are designed to permit reasonable, ordinary business entertainment, but prohibit any events, which may be perceived as extravagant or involving lavish expenditures.
1.  Occasional lunches, dinners, cocktail parties, or comparable gatherings conducted for business purposes are permitted.
For example, occasional attendance at group functions sponsored by sell side firms is permitted where the function relates to investments or other business activity. Occasional attendance at these functions is not required to be counted against the limits described in paragraph (B)(2) below.
2. Other entertainment events, such as, sporting events, theater, movies, concerts, or other forms of entertainment conducted for business purposes , are permitted only under the following conditions:
  (i)   The host must be present for the event.

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  (ii)   The location of the event must be in the metropolitan area in which the office of the employee is located.
 
  (iii)   Spouses or other family members of the employee may not attend the entertainment event or any meals before or after the entertainment event.
 
  (iv)   The value of the entertainment event provided to the employee may not exceed $150, not including the value of any meals that may be provided to the employee before or after the event.
 
      Acceptance of entertainment events having a market value materially exceeding the face value of the entertainment including, for example, attendance at sporting event playoff games, is prohibited. This prohibition applies even if the face value of tickets to the events is $150 or less or when the PanAgora employee offers to pay for the tickets. If there is any ambiguity about whether to accept an entertainment event in these circumstances, please consult the Code of Ethics Officer.
 
  (v)   The employee may not accept entertainment events under this provision (B)(2) more than six times a year and not more than two times in any year from any single source.
 
  (vi)   The Code of Ethics Officer may grant exceptions to these rules. For example, it may be appropriate for an employee attending a legitimate conference in a location away from the office to attend a business entertainment event in that location. All exceptions must be approved in advance by written request to the Code of Ethics Officer.
3. Any employee attending any entertainment event under (B)(1) or (B)(2) above must file a Report of Entertainment Form (attached as Appendix E) with the Code of Ethics Officer within 10 business days following the date of the entertainment event. Failure to file the notice is a violation of the Code of Ethics.
Planned absences, i.e., vacations, leave or business trips are not valid excuses for providing late reports. Failure to meet the deadline violates the Code’s rules. Late filers may be subject to monetary fines.
4. Meals and entertainment, which are part of the regular program at an investment conference (i.e., open to all participants), are not subject to the limits of this section (B)(2) above.
C.  Among the items that are prohibited are:
1. Any entertainment event attendance, which would reflect badly on PanAgora as a firm of the highest fiduciary and ethical standards. For example, events involving adult entertainment or gambling must be avoided.

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2. Entertainment involving travel away from the metropolitan area in which the employee is located. If in the event an exception is granted as contemplated by (B)(2)(vi) above, payment by a third party of the cost of transportation to a location outside the employee’s metropolitan area, lodging while in another location, and any meals not specifically approved by the Code of Ethics officer, are prohibited;
3. Personal loans to a PanAgora employee on terms more favorable than those generally available for comparable credit standing and collateral; and
4. Preferential brokerage or underwriting commissions or spreads or allocations of shares or interests in an investment for the personal account of a PanAgora employee; and
5. Cash or cash equivalents
D. As with any of the provisions of the Code of Ethics, a sincere belief by the employee that he was acting in accordance with the requirements of this Rule will not satisfy his obligations under the Rule. Therefore, an employee who is in doubt concerning the propriety of any gift or favor should seek a prior written determination from the Code of Ethics Officer, as provided in number 3 of Section VII.
E. No PanAgora employee may solicit any gift or entertainment from any person, even if the gift or entertainment, if unsolicited, would be permitted.
F. The Rule does not prohibit employees on business travel from using local transportation and arrangements customarily supplied by brokers or similar entities. For example, it is customary for brokers in developing markets to make local transportation arrangements. These arrangements are permitted so long as the expense of lodging and air travel are paid by PanAgora.
Rule 4: Anti-bribery/Kickback Policy
No PanAgora employee shall pay, offer, or commit to pay any amount of consideration which might be or appear to be a bribe or kickback in connection with PanAgora’s business.
EXCEPTIONS
None.
COMMENT
Although the rule does not specifically address political contributions (which are described in Rule 5 below), PanAgora employees should be aware that it is against corporate policy to use company assets to fund political contributions of any sort, even where such contributions may be legal. No PanAgora employee should offer or agree to make any political contributions (including political dinners and similar fundraisers) on

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behalf of PanAgora, and no employee will be reimbursed by PanAgora for such contributions made by the employee personally.
Rule 5: Political Activities, Contributions/Solicitations and Lobbying Policy
A.  Corporate Contributions and Solicitation. Political activities of corporations such as Putnam are highly regulated, and corporate political contributions are largely prohibited. Accordingly, noNo contributions may be made with corporate funds to any political party or campaign, whether directly or by reimbursement to an employee for the expense of such a contribution, unless pre-approved by the Code of Ethics Officer. Employee contributions to any pending or proposed client of Putnam, regardless of whether the employee will seek reimbursement from Putnam for such contributions, must be pre-approved by the Code of Ethics Officer. Donations of Putnam property and of employee time when working for Putnam are prohibited. No Putnam employee may make any solicitation for or endorsement of any campaign or candidate using Putnam letterhead, referencing Putnam, or while on Putnam. No PanAgora employee shall solicit any charitable, political, or other contributions using PanAgora letterhead or making reference to PanAgora in the solicitation. No PanAgora employee shall personally solicit any such contribution while on PanAgora business.
B.  Employee Personal Political Contributions. Employees are free to engage in political activities so long as they do not use Putnam assets, or state or imply that Putnam is involved in a campaign. Employees are subject to three restrictions as follows:
  1.   Some states and localities have laws that prohibit employees from making political contributions to candidates for state and local office if their employer has an investment management contract with, or is seeking one from, the state or locality. Accordingly, Putnam employees must pre-clear with the Code of Ethics Officer any contributions to candidates for any of the following offices:
    The office of State Treasurer of Connecticut or Vermont
 
    State or local offices in California, New Jersey or Ohio
 
    Any local office in the city of Houston, Texas
  2.   Contributions to state and local officials with whom Putnam has a business relationship or from whom is seeking a business relationship must be pre-cleared with the Code of Ethics Officer.
 
  3.   Certain employees at PRM involved in the CollegeAdvantage program are restricted from making contributions to candidates for offices in Ohio under the rules of the Municipal Securities Rulemaking Board. These employees are separately identified and informed by Putnam’s Compliance Department of applicable requirements.

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C.  Government Official. Employees must obtain pre-approval from the Code of Ethics Officer prior to providing any gift (including meals, entertainment, transportation or lodging) to any government official or employee.
D.  Lobbying. Federal and state law imposes limits and registration requirements on efforts by individuals and companies to influence the passage of legislation or to obtain business from governments. Accordingly, Putnam employees should not engage in any lobbying activities without approval from Putnam’s Director of Government Relations. Lobbying does not include solicitation of investment management business through the ordinary course of business, such as responding to a Request For Proposals (RFPs).
EXCEPTIONS
None.
COMMENTS
This rule prohibits solicitation on personal letterhead by PanAgora employees except as pre-approved by the Code of Ethics Officer.
Rule 6: Confidentiality of PanAgora Business Information
No unauthorized disclosure may be made by any employee or former employee of any trade secrets or proprietary information of PanAgora or of any confidential information. No information regarding any PanAgora client portfolio, actual or proposed securities trading activities of any PanAgora client, or PanAgora research shall be disclosed outside the PanAgora organization unless doing so has a valid business purpose and is in accord with any relevant procedures established by PanAgora relating to such disclosures.
COMMENT
All information about PanAgora and PanAgora clients is strictly confidential. PanAgora research information should not be disclosed without proper approval and never for personal gain.
Rule 7: Roles At Other Entities
No PanAgora employee shall serve as officer, employee, director, trustee, or general partner of a corporation or entity other than PanAgora, without prior approval of the Code of Ethics Officer. Requests for a role at a publicly-traded company will be closely reviewed and permission will be granted on an ad-hoc basis.

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EXCEPTION
Charitable or Non-profit Exception . This Rule shall not prevent any PanAgora employee from serving as officer, director, or trustee of a charitable or not-for-profit institution, provided that the employee abides by the Code of Ethics and the Policy Statements with respect to any investment activity for which she has any discretion or input as officer, director, or trustee. The pre-clearance and reporting requirements of the Code of Ethics do not apply to the trading activities of such charitable or not-for-profit institutions for which an employee serves as an officer, director, or trustee unless the employee is responsible for day-to-day portfolio management of the account.
COMMENTS
This Rule is designed to ensure that PanAgora cannot be deemed an affiliate of any issuer of securities by virtue of service by one of its officers or employees as director or trustee.
Positions with public companies are especially problematic and will normally not be approved.
Certain charitable or not-for-profit institutions have assets (such as endowment funds or employee benefit plans) which require prudent investment. To the extent that a PanAgora employee (because of her position as officer, director, or trustee of an outside entity) is charged with responsibility to invest such assets prudently, she may not be able to discharge that duty while simultaneously abiding by the spirit of the Code of Ethics and the Policy Statements. Employees are cautioned that they should not accept service as an officer, director, or trustee of an outside charitable or not-for-profit entity where such investment responsibility is involved, without seriously considering their ability to discharge their fiduciary duties with respect to such investments.
Rule 8: Role as Trustee or Fiduciary Outside of PanAgora
No PanAgora employee shall serve as a trustee, executor, custodian, any other fiduciary, or as an investment advisor or counselor for any account outside PanAgora.
EXCEPTIONS
A.  Charitable or Religious Exception . This Rule shall not prevent any PanAgora employee from serving as fiduciary with respect to a religious or charitable trust or foundation, so long as the employee abides by the spirit of the Code of Ethics and the Policy Statements with respect to any investment activity over which he has any discretion or input. The pre-clearance and reporting requirements of the Code of Ethics do not apply to the trading activities of such a religious or charitable trust or foundation unless the employee is responsible for day-to-day portfolio management of the account.

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B.  Family Trust or Estate Exception. This Rule shall not prevent any PanAgora employee from serving as fiduciary with respect to a family trust or estate, so long as the employee abides by all of the Rules of the Code of Ethics with respect to any investment activity over which he has any discretion.
COMMENT
The roles permissible under this Rule may carry with them the obligation to invest assets prudently. Once again, PanAgora employees are cautioned that they may not be able to fulfill their duties in that respect while abiding by the Code of Ethics and the Policy Statements.
Rule 9: Investment Clubs
No PanAgora employee may be a member of any investment club.
EXCEPTIONS
None.
COMMENT
This Rule guards against the danger that a PanAgora employee may be in violation of the Code of Ethics and the Policy Statements by virtue of his personal securities transactions in or through an entity that is not bound by the restrictions imposed by this Code of Ethics and the Policy Statements. Please note that this restriction also applies to the spouse of a PanAgora employee and any relatives of a PanAgora employee living in the same household as the employee, as their transactions are covered by the Code of Ethics (see page vii).
Rule 10: Business Negotiations For PanAgora
No PanAgora employee may become involved in a personal capacity in consultations or negotiations for corporate financing, acquisitions, or other transactions for outside companies (whether or not held by any PanAgora client), nor negotiate nor accept a fee in connection with these activities without obtaining the prior written permission of the Chief Executive Officer of PanAgora.
EXCEPTIONS
None.
Rule 11: Accurate Records
No employee may create, alter or destroy (or participate in the creation, alteration or destruction of) any record that is intended to mislead anyone or to conceal

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anything that is, or is reasonably believed to be, improper. In addition, all employees responsible for the preparation, filing, or distribution of any regulatory filings or public communications must ensure that such filings or communications are timely, complete, fair, accurate, and understandable.
EXCEPTIONS
None.
COMMENTS
In many cases, this is not only a matter of company policy and ethical behavior but also required by law. Our books and records must accurately reflect the transactions represented and their true nature. For example, records must be accurate as to the recipient of all payments; expense items, including personal expense reports, must accurately reflect the true nature of the expense. No unrecorded fund or asset shall be established or maintained for any reason.
All financial books and records must be prepared and maintained in accordance with Generally Accepted Accounting Principles and PanAgora’s existing accounting controls, to the extent applicable.
Rule 12: Family Members’ Conflict Policy
No employee or member of an employee’s immediate family shall have any direct or indirect personal financial interests in companies which do business, with PanAgora unless such interest is disclosed and approved by the Code of Ethics Officer.
Investment holdings in public companies which are not material to the employee are excluded from this prohibition. The Code also provides more detailed supplemental rules to address potential conflicts of interests which may arise if members of employees’ families are closely involved in doing business with Putnam.
Corporate purchase of goods and services
Putnam will not acquire goods and services from any firm in which a member of an employee’s immediate family serves as the sales representative in a senior management capacity or has an ownership interest in the supplier firm (excluding normal investment holdings in public companies) without permission from the Director of Procurement and the Code of Ethics Officer. Any employee who is aware of a proposal to purchase goods and services from a firm at which a member of the employee’s immediate family meets one of the previously mentioned conditions must notify the Director of Procurement and the Code of Ethics Officer.

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Portfolio Trading
Putnam will not allocate any trades for a portfolio to any firm that employs a member of an employee’s immediate family as a sales representative to Putnam (in a primary, secondary or back up role). Any Putnam employee who is aware that an immediate family member serves as a broker-dealer’s sales representative to Putnam should inform the Code of Ethics Officer.
Definition of Immediate Family
“Immediate family” of an employee means (1) husband or wife of the employee, (2) any child, sibling or parent of an employee and any person married to a child, sibling, or parent of an employee and (3) any other person who lives in the same household as the employee.
Rule 13: Affiliated Entities
With respect to any affiliate of PanAgora that provides investment advisory services and is listed below in Comment 4 to this Rule, as revised from time to time (each a Non-PanAgora affiliate or NPA), No employee shall:
(a) Directly or indirectly seek to influence the purchase, retention, or disposition of, or exercise of voting consent, approval or similar rights with respect to, any portfolio security in any account or fund advised by the NPA and not by PanAgora,
(b) Transmit any information regarding the purchase, retention or disposition of, or exercise of voting, consent, approval, or similar rights with respect to, any portfolio security held in a PanAgora or NPA client account to any personnel of the NPA,
(c) Transmit any trade secrets, proprietary information, or confidential information of PanAgora to the NPA unless doing so has a valid business purpose and is in accord with any relevant procedures established by PanAgora relating to such disclosures,
(d) Use confidential information or trade secrets of the NPA for the benefit of the employee, PanAgora, or any other NPA, or
(e) Breach any duty of loyalty to the NPA derived from the employee’s service as a director or officer of the NPA.
COMMENTS
Sections (a) and (b) of the Rule are designed to help ensure that the portfolio holdings of PanAgora clients and clients of the NPA need not be aggregated for purposes of determining beneficial ownership under Section 13(d) of the Securities Exchange Act or applicable regulatory or contractual investment restrictions that incorporate such

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definition of beneficial ownership. Persons who serve as directors or officers of both PanAgora and an NPA should take care to avoid even inadvertent violations of Section (b). Section (a) does not prohibit a PanAgora employee who serves as a director or officer of the NPA from seeking to influence the modification or termination of a particular investment product or strategy in a manner that is not directed at any specific securities. Sections (a) and (b) do not apply when a PanAgora affiliate serves as an advisor or sub-advisor to the NPA or one of its products, in which case normal PanAgora aggregation rules apply.
As a separate entity, any NPA may have trade secrets or confidential information that it would not choose to share with PanAgora. This choice must be respected.
When PanAgora employees serve as directors or officers of an NPA, they are subject to common law duties of loyalty to the NPA, despite their PanAgora employment. In general, this means that when performing their duties as NPA directors or officers, they must act in the best interest of the NPA and its shareholders. PanAgora’s Compliance Department will assist any PanAgora employee who is a director or officer of an NPA and has questions about the scope of his or her responsibilities to the NPA.
Entities that are currently non-Putnam affiliates within the scope of this Rule are: Nissay Asset Management Co., Ltd., L.P., Ampega Asset Management, GMBH, and PanAgora Asset Management, Inc.
Rule 14: Computer System/Network Policies
No employee shall use computer hardware, software, data, Internet, electronic mail, voice mail, electronic messaging (e-mail or cc: Mail), or telephone communications systems in a manner that is inconsistent with their use as set forth in policy statements governing their use that are adopted from time to time by PanAgora. No employee shall introduce a computer virus or computer code that may result in damage to PanAgora’s information or computer systems.
COMMENT
Putnam’s policy statements relating to these matters are contained in the Computer System and Network Responsibilities section of the Employment Issues category within the Employee Handbook.
EXCEPTIONS
None.
Rule 15: CFA Institute Code of Ethics
All employees must follow and abide by the spirit of the Code of Ethics and the Standards of Professional Conduct of the CFA Institute. The texts of the CFA

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Institute Code of Ethics and Standards of Professional Conduct are set forth in Exhibit D.
EXCEPTIONS
None.
Rule 16: Privacy Policy
Except as provided below, no employee may disclose to any outside organization or person any nonpublic personal information about any individual who is a current or former client of any PanAgora retail or institutional fund, or current or former client of a PanAgora company. All employees shall follow the security procedures as established from time to time by a PanAgora company to protect the confidentiality of all client account information.
Except as PanAgora’s Compliance Department may expressly authorize, no employee shall collect any nonpublic personal information about a prospective or current client of PanAgora or prospective or current client of a PanAgora company, other than through an account application (or corresponding information provided by the client’s financial representative) or in connection with executing client transactions, nor shall any information be collected other than the following: name, address, telephone number, Social Security number, and investment, broker, and transaction information.
EXCEPTIONS
A.  PanAgora Employees . Nonpublic personal information may be disclosed to PanAgora employees in connection with processing transactions or maintaining accounts for shareholders of a PanAgora fund and clients of a PanAgora company, to the extent that access to such information is necessary to the performance of that employee’s job functions.
B. Client Consent Exception . Nonpublic personal information about a client’s account may be provided to a non-PanAgora organization at the specific request of the client or with the client’s prior written consent.
C.  Broker or Advisor Exception . Nonpublic personal information about a client’s account may be provided to the client’s broker of record.
D.  Third-Party Service Provider Exception . Nonpublic personal information may be disclosed to a service provider that is not affiliated with a PanAgora fund or PanAgora company only when such disclosure is necessary for the service provider to perform the specific services contracted for, and only (a) if the service provider executes PanAgora’s standard confidentiality agreement, or (b) pursuant to an agreement containing a confidentiality provision that has been approved by the Compliance Department. Examples of such service providers include proxy solicitors and proxy vote tabulators,

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mail services, and providers of other administrative services, and Information Services Division consultants who have access to nonpublic personal information.
COMMENTS
Nonpublic personal information is any information that personally identifies a PanAgora client of a PanAgora company and is not derived from publicly available sources. This privacy policy applies to clients who are individuals, not institutions. However, as a general matter, all information that we receive about a PanAgora client of a PanAgora company shall be treated as confidential. No employee may sell or otherwise provide shareholder or client lists or any other information relating to a client to any marketing organization.
All PanAgora employees with access to client account information must be trained in and follow PanAgora’s security procedures designed to safeguard that information from unauthorized use. For example, a telephone representative must be trained in and follow PanAgora’s security procedures to verify the identity of a caller requesting account information.
Any questions regarding this privacy policy should be directed to PanAgora’s Compliance Department. A violation of this policy may be subject to the sanctions imposed for violations of PanAgora’s Code of Ethics.
Employees must report any violation of this policy or any possible breach of the confidentiality of client information (whether intentional or accidental) to the director in charge of the employee’s business unit. Directors who are notified of such a violation or possible breach must immediately report it in writing to PanAgora’s chief compliance officer and, in the event of a breach of computerized data, PanAgora’s chief technology officer.
Rule 17: Anti-money Laundering Policy
No employee may engage in any money laundering activity or facilitate any money-laundering activity through the use of any PanAgora account or client account. Any situations giving rise to a suspicion that attempted money laundering may be occurring in any account must be reported immediately to the managing director in charge of the employee’s business unit. Managing directors who are notified of such a suspicion of money laundering activity must immediately report it in writing to PanAgora’s chief compliance officer and chief financial officer.
Rule 18: Record Retention
All employees must comply with the record retention requirements applicable to the business unit. Employees should check with their managers or the chief compliance officer of their division to determine what record retention requirements apply to their business unit.

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SECTION IV
Reporting Requirements for All Employees
Reporting of Personal Securities Transactions
Rule 1
Each PanAgora employee shall ensure that copies of all confirmations for securities transactions for his personal brokerage accounts and brokerage account statements are sent to the PanAgora Compliance Department’s (Code of Ethics Administrator). (For the purpose of this Rule, securities shall also include ETFs, futures, and other derivatives on broad-based market indexes excluded from the pre-clearance requirement.) Statements and confirmations are required for PanAgora or Putnam funds not held at PPA or in a PanAgora retirement plan, as well as for U.S. mutual funds sub-advised by PanAgora.
EXCEPTION
None.
IMPLEMENTATION
A. PanAgora employees must instruct their broker-dealers to send duplicate statements and confirmations to PanAgora and must follow up with the broker-dealer on a reasonable basis to ensure that the instructions are being followed. For brokerage accounts, PanAgora employees should contact the Code of Ethics Administrator to obtain a letter from PanAgora authorizing the setting up of a personal brokerage account.
B. Statements and confirmations should be submitted to the Code of Ethics Administrator.
C. Failure of a broker-dealer to comply with the instructions of a PanAgora employee to send confirmations shall be a violation by the PanAgora employee of this Rule. Similarly, failure by an employee to report the existence of a personal account (and, if the account is opened after joining PanAgora, failure to obtain proper authorization to establish the account) shall be a violation of this Rule.
D. Statements and confirmations must also be sent for members of an employees’ immediate family, including statements received with respect to a family member’s 401(k) plan at another employer.
COMMENTS
Transactions for personal accounts is defined broadly to include more than transaction in accounts under an employee’s own name. See Definitions.

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Statements and confirmations are required for all personal securities transactions, whether or not exempted or excepted by this Code.
To the extent that a PanAgora employee has investment authority over securities transactions of a family trust or estate, confirmations of those transactions must also be made, unless the employee has received a prior written exception from the Code of Ethics Officer.
Rule 2
Every Access Person shall file a quarterly report, within fifteen calendar days of the end of each quarter, recording all purchases and sales of any securities for personal accounts as defined in the Definitions. (For the purpose of this Rule, “securities” shall include exchange traded funds (ETF), futures, and any option on a security or securities index, including broad-based market indexes excluded from the pre-clearance requirement and also includes transactions in PanAgora open-end funds if the account for the PanAgora or Putnam funds is not held at PPA or in a PanAgora retirement plan and for transactions in U.S. mutual funds sub-advised by PanAgora.)
EXCEPTIONS
None.
IMPLEMENTATION
All employees required to file such a report will receive by e-mail a blank form at the end of the quarter from the Code of Ethics Administrator. The form will specify the information to be reported. The form shall also contain a representation that employees have complied fully with all provisions of the Code of Ethics.
COMMENTS
The date for each transaction required to be disclosed in the quarterly report is the trade date for the transaction, not the settlement date.
If the requirement to file a quarterly report applies to you and you fail to report within the required 15-day period, salary increases and bonuses may be reduced in accordance with guidelines stated in the form . It is the responsibility of the employee to request an early report if he has knowledge of a planned absence, i.e., vacation or business trip.
Reporting of Personal Securities Holdings

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Rule 3
Access Persons must disclose all personal securities holdings to the Code of Ethics Officer upon commencement of employment within ten calendar days of hire and thereafter on an annual basis. This requirement is mandated by SEC regulations and is designed to facilitate the monitoring of personal securities transactions. PanAgora’s Code of Ethics Administrator will provide Access Persons with the form for making these reports and the specific information that must be disclosed at the time that the disclosure is required.
Reporting Irregular Activity
Rule 4
If a PanAgora employee suspects that fraudulent, illegal, or other irregular activity (including violations of the Code of Ethics) might be occurring at PanAgora, the activity should be reported immediately to the managing director in charge of that employee’s business unit. Managing directors who are notified of any such activity must immediately report it in writing to PanAgora’s financial officer and PanAgora’s Chief Compliance Officer.
An employee who does not feel comfortable reporting this activity to the relevant managing director may instead contact the chief compliance officer, the Putnam or MMC Ethics hotlines or the ombudsman.
Rule 5
Putnam has established a formal Office of the Ombudsman as an additional mechanism for an employee to report an impropriety or conduct that is not in line with the company’s value system. The ombudsman is a person who is authorized to receive complaints or questions confidentially about alleged acts, omissions, improprieties, and broader systemic problems within the organization. Communication with the Ombudsman is confidential.

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SECTION V
Education Requirements
Every PanAgora employee has an obligation to fully understand the requirements of the Code of Ethics. The Rules set forth below are designed to enhance this understanding.
Rule 1
A copy of the Code of Ethics will be distributed to every PanAgora employee periodically. All Access Persons will be required to certify annually that they have read, understood, and will comply with the provisions of the Code of Ethics, including the Code’s Policy Statement Concerning Insider Trading Prohibitions.
Rule 2
Every employee will annually be required to complete training on PanAgora’s Code of Ethics.

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SECTION VII
Compliance and Appeal Procedures
A. Restricted List
The Code of Ethics Administrator will maintain the Restricted List. No employee may engage in a personal securities transaction without prior clearance on any day, even if the employee believes that the trade will be subject to an exception.
B. Consultation of Restricted List
It is the responsibility of each employee to pre-clear through the pre-clearance system or consult with the Code of Ethics Administrator prior to engaging in a personal securities transaction, to determine if the security he proposes to trade is on the Restricted List and, if so, whether it is subject to the large-cap exception. The pre-clearance system and the Code of Ethics Administrator will be able to tell an employee whether a security is on the Restricted List. No other information about the Restricted List is available through the pre-clearance system.
C. Request for Determination
An employee who has a question concerning the applicability of the Code of Ethics to a particular situation shall request a determination from the Code of Ethics Officer before engaging in the conduct or personal securities transaction about which he has a question.
If the question pertains to a personal securities transaction, the request shall state for whose account the transaction is proposed, the relationship of that account to the employee, the security proposed to be traded, the proposed price and quantity, the entity with whom the transaction will take place (if known), and any other information or circumstances of the trade that could have a bearing on the Code of Ethics Officer’s determination. If the question pertains to other conduct, the request for determination shall give sufficient information about the proposed conduct to assist the Code of Ethics Officer in ascertaining the applicability of the Code. In every instance, the Code of Ethics Officer may request additional information, and may decline to render a determination if the information provided is insufficient.
The Code of Ethics Officer shall make every effort to render a determination promptly.
No perceived ambiguity in the Code of Ethics shall excuse any violation. Any person who believes the Code to be ambiguous in a particular situation shall request a determination from the Code of Ethics Officer.

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D. Request for Ad Hoc Exemption
Any employee who wishes to obtain an ad hoc exemption under Section I.D., Rule 2, shall request from the Code of Ethics Officer an exemption in writing in advance of the conduct or transaction sought to be exempted. In the case of a personal securities transaction, the request for an ad hoc exemption shall give the same information about the transaction required in a request for determination under number 3 of this section, and shall state why the proposed personal securities transaction would be unlikely to affect a highly institutional market, or is unrelated economically to securities to be purchased, sold, or held by any PanAgora client. In the case of other conduct, the request shall give information sufficient for the Code of Ethics Officer to ascertain whether the conduct raises questions of propriety or conflict of interest (real or apparent).
The Code of Ethics Officer shall make reasonable efforts to promptly render a written determination concerning the request for an ad hoc exemption.
E. Appeal to Code of Ethics Officer with Respect to Restricted List
If an employee ascertains that a security that he wishes to trade for his personal account appears on the Restricted List, and thus the transaction is prohibited, he may appeal the prohibition to the Code of Ethics Officer by submitting a written memorandum containing the same information as would be required in a request for a determination. The Code of Ethics Officer shall make every effort to respond to the appeal promptly.
F. Information Concerning Identity of Compliance Personnel
The names of Code of Ethics personnel are available by contacting the Compliance Department and will be published on PAMZone.

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APPENDIX A: Policy Statement Concerning Insider Trading Prohibitions
PREAMBLE
PanAgora has always forbidden trading on material nonpublic information (inside information) by its employees. Tough federal laws make it important for PanAgora to state that prohibition in the strongest possible terms, and to establish, maintain, and enforce written policies and procedures to prevent the misuse of material nonpublic information.
Unlawful trading while in possession of inside information can be a crime. Federal law provides that an individual convicted of trading on inside information may go to jail for a period of time. There is also significant monetary liability for an inside trader; the Securities and Exchange Commission can seek a court order requiring a violator to pay back profits, as well as penalties substantially greater than those profits. In addition private plaintiffs can seek recovery for harm suffered by them. The inside trader is not the only one subject to liability. In certain cases, controlling persons of inside traders (including supervisors of inside traders or PanAgora itself) can be liable for large penalties.
Section 1 of this Policy Statement contains rules concerning inside information. Section 2 contains a discussion of what constitutes unlawful insider trading.
Neither material nonpublic information nor unlawful insider trading is easy to define. Section 2 of this Policy Statement gives a general overview of the law in this area. However, the legal issues are complex and must be resolved by the Code of Ethics Officer. If an employee has any doubt as to whether she has received material nonpublic information, she must consult with the Code of Ethics Officer prior to using that information in connection with the purchase or sale of a security for his own account or the account of any PanAgora client, or communicating the information to others. A simple rule of thumb is if you think the information is not available to the public at large, don’t disclose it to others and don’t trade securities to which the inside information relates.
An employee aware of or in possession of inside information must report it immediately to the Code of Ethics Officer. If an employee has failed to consult the Code of Ethics Officer, PanAgora will not excuse employee misuse of inside information on the ground that the employee claims to have been confused about this Policy Statement or the nature of the information in his possession.
If PanAgora determines, in its sole discretion, that an employee has failed to abide by this Policy Statement, or has engaged in conduct that raises a significant question concerning insider trading, he will be subject to disciplinary action, including termination of employment.
There are no exceptions to this policy statement and no one is exempt .

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APPENDIX A
DEFINITIONS: Insider Trading
Gender references in Appendix A alternate.
Code of Ethics Administrator
The individual designated by the Code of Ethics Officer to assume responsibility for day-to-day, non-discretionary administration of this Policy Statement.
Code of Ethics Officer
The PanAgora officer who has been assigned the responsibility of enforcing and interpreting this Policy Statement. The Code of Ethics Officer shall be the chief compliance officer or such other person as is designated by the chief executive officer of PanAgora. If he or she is unavailable, the Deputy Code of Ethics Officer (to be appointed by the Code of Ethics Officer) shall act in his or her stead. The Code of Ethics Officer is Louis Iglesias. The Deputy Code of Ethics Officer is Kristina Eisnor.
Immediate family
Spouse, minor children or other relatives living in the same household as the PanAgora employee.
Purchase or sale of a security
Any acquisition or transfer of any interest in the security for direct or indirect consideration, including the writing of an option.
PanAgora
Any or all of PanAgora, and its subsidiaries, any one of which shall be a PanAgora company.
PanAgora client
Any of the PanAgora clients.
PanAgora employee (or employee)
Any employee of PanAgora.
Security
Anything defined as a security under federal law. The term includes any type of equity or debt security, any interest in a business trust or partnership, and any rights relating to a

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security, such as put and call options, warrants, convertible securities, and securities indexes. (Note: The definition of security in this Policy Statement varies significantly from that in the Code of Ethics. For example, the definition in this Policy Statement specifically includes all securities of any type.)
Transaction for a personal account (or personal securities transaction)
Securities transactions: (a) for the personal account of any employee; (b) for the account of a member of the immediate family of any employee; (c) for the account of a partnership in which a PanAgora employee or immediate family member is a partner with investment discretion; (d) for the account of a trust in which a PanAgora employee or immediate family member is a trustee with investment discretion; (e) for the account of a closely-held corporation in which a PanAgora employee or immediate family member holds shares and for which he has investment discretion; and (f ) for any account other than a PanAgora client account which receives investment advice of any sort from the employee or immediate family member, or as to which the employee or immediate family member has investment discretion. Officers and employees of PIL must also consult the relevant procedures on compliance with U.K. insider dealing legislation set forth in PIL’s Compliance Manual (See Rule 3 of Section IV of the Code of Ethics).

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APPENDIX A
SECTION I: Rules Concerning Inside Information
Rule 1 – Inside Information
No PanAgora employee shall purchase or sell any security listed on the Inside Information List (the Red List) either for his personal account or for a PanAgora client.
IMPLEMENTATION
When an employee contacts the Code of Ethics Administrator seeking clearance for a personal securities transaction, the Code of Ethics Administrator’s response as to whether a security appears on the Restricted List will include securities on the Red List.
COMMENT
This Rule is designed to prohibit any employee from trading a security while PanAgora may have inside information concerning that security or the issuer. Every trade, whether for a personal account or for a PanAgora client, is subject to this Rule.
Rule 2 – Material, Non-Public Information
No PanAgora employee shall purchase or sell any security, either for a personal account or for the account of a PanAgora client, while in possession of material, nonpublic information concerning that security or the issuer, without the prior written approval of the Code of Ethics Officer.
IMPLEMENTATION
In order to obtain prior written approval of the Code of Ethics Officer, a PanAgora employee should follow the reporting steps prescribed in Rule 3.
COMMENTS
Rule 1 concerns the conduct of an employee when PanAgora possesses material nonpublic information. Rule 2 concerns the conduct of an employee who herself possesses material, nonpublic information about a security that is not yet on the Red List.
If an employee has any question as to whether information she possesses is material and/or nonpublic information, she must contact the Code of Ethics Officer in accordance with Rule 3 prior to purchasing or selling any security related to the information or communicating the information to others. The Code of Ethics Officer shall have the sole authority to determine what constitutes material, nonpublic information for the purposes of this Policy Statement.

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Rule 3 – Reporting of Material, Non-Public Information
Any PanAgora employee who believes he is aware of or has received material, nonpublic information concerning a security or the issuer shall immediately report the information to the Code of Ethics Officer, the Deputy Code of Ethics Officer or, in their absence, a lawyer in the Putnam Legal and Compliance Department and to no one else. After reporting the information, the PanAgora employee shall comply strictly with Rule 2 by not trading in the security without the prior written approval of the Code of Ethics Officer and shall: (a) take precautions to ensure the continued confidentiality of the information; and (b) refrain from communicating the information in question to any person.
IMPLEMENTATION
A. In order to make any use of potential material, nonpublic information, including purchasing or selling a security or communicating the information to others, an employee must communicate that information to the Code of Ethics Officer in a way designed to prevent the spread of such information. Once the employee has reported potential material, nonpublic information to the Code of Ethics Officer, the Code of Ethics Officer will evaluate whether information constitutes material, nonpublic information, and whether a duty exists that makes use of such information improper. If the Code of Ethics Officer determines either (a) that the information is not material or is public, or (b) that use of the information is proper, he will issue a written approval to the employee specifically authorizing trading while in possession of the information, if the employee so requests. If the Code of Ethics Officer determines (a) that the information may be nonpublic and material, and (b) that use of such information may be improper, he will place the security that is the subject of such information on the Red List.
B. An employee who reports potential inside information to the Code of Ethics Officer should expect that the Code of Ethics Officer will need significant information (and time to gather such information) to make the evaluation described in the foregoing paragraph, including information about (a) the manner in which the employee acquired the information, and (b) the identity of individuals to whom the employee has revealed the information, or who have otherwise learned the information. In appropriate situations, the Code of Ethics Officer will normally place the affected security or securities on the Red List pending the completion of his evaluation.
C. If an employee possesses documents, disks, or other materials containing the potential inside information, an employee must take precautions to ensure the confidentiality of the information in question. Those precautions include (a) putting documents containing such information out of the view of a casual observer, and (b) securing files containing such documents or ensuring that computer files reflecting such information are secure from
viewing by others.
D. Members of the executive board of directors and members of chief financial officer’s staff may not trade securities of MMC in the period from the end of each calendar quarter to the date of announcement of MMC’s earnings for such quarter.

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COMMENTS
While all employees must pre-clear trades of MMC securities and make sure they are not in possession of material inside information about MMC when trading, certain employees who may receive information about PanAgora’s earnings are subject to the rules above concerning trading black out periods.

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APPENDIX A
SECTION II: Overview of Insider Trading
Introduction
This section of the Policy Statement provides guidelines for employees as to what may constitute inside information. It is possible that in the course of her employment, an employee may receive inside information. No employee should misuse that information, either by trading for her own account or by communicating the information to others.
What constitutes unlawful insider trading?
The basic definition of unlawful insider trading is trading on material, nonpublic information (also called inside information) by an individual who has a duty not to take advantage of the information. The following sections help explain the definition.
What is material information?
Trading on inside information is not a basis for liability unless the information is material. Information is material if a reasonable person would attach importance to the information in determining his course of action with respect to a security. Information that is reasonably likely to affect the price of a company’s securities is material, but effect on price is not the sole criterion for determining materiality. Information that employees should consider material includes but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, reorganization, recapitalization, asset sales, plans to commence a tender offer, merger or acquisition proposals or agreements, major litigation, liquidity problems, significant contracts, and extraordinary management developments.
Material information does not have to relate to a company’s business. For example, a court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a reporter for The Wall Street Journal was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Journal ’s “Heard on the Street” column and whether those reports would be favorable or not.
What is nonpublic information?
Information is nonpublic until it has been effectively communicated to, and sufficient opportunity has existed for it to be absorbed by, the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the Securities and Exchange Commission,
or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal , or other publications of general circulation would be considered public.

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Who has a duty not to “take advantage” of inside information?
Unlawful insider trading occurs only if there is a duty not to take advantage of material nonpublic information. When there is no such duty, it is permissible to trade while in possession of such information. Questions as to whether a duty exists are complex, fact-specific, and must be answered by a lawyer. If you have any doubt, err on the side of caution.
Insiders and Temporary Insiders
Corporate insiders have a duty not to take advantage of inside information. The concept of insider is broad. It includes officers, directors, and employees of a corporation. In addition, a person can be a temporary insider if she enters into a special confidential relationship with a corporation and as a result is given access to information concerning the corporation’s affairs. A temporary insider can include, among others, accounting firms, consulting firms, law firms, banks, and the employees of such organizations. PanAgora would generally be a temporary insider of a corporation it advises or for which it performs other services, because typically PanAgora clients expect PanAgora to keep any information disclosed to it confidential.
EXAMPLE
An investment advisor to the pension fund of a large publicly-traded corporation, Acme, Inc., learns from an Acme employee that Acme will not be making the minimum required annual contribution to the pension fund because of a serious downturn in Acme’s financial situation. The information conveyed is material and nonpublic.
COMMENT
Neither the investment advisor or its employees, nor its clients can trade on the basis of that information, because the investment advisor and its employees could be considered “temporary insiders” of Acme.
Misappropriators
Certain people who are not insiders (or temporary insiders) also have a duty not to deceptively take advantage of inside information. Included in this category is an individual who misappropriates (or takes for his own use) material, nonpublic information in violation of a duty owed either to the corporation that is the subject of inside information or some other entity. Such a misappropriator can be held liable if he trades while in possession of that material, nonpublic information.
EXAMPLE
The Chief Investment Officer of Acme, Inc., is aware of Acme’s plans to engage in a hostile takeover of Profit, Inc. The proposed hostile takeover is material and nonpublic.

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COMMENT
The Chief Investment Officer of Acme cannot trade in Profit, Inc.’s stock for his own account. Even though he owes no duty to Profit, Inc., or its shareholders, he owes a duty to Acme not to take advantage of the information about the proposed hostile takeover by using it for his personal benefit.
Tippers and Tippees
A person (the tippee) who receives material, nonpublic information from an insider or misappropriator (the tipper) has a duty not to trade while in possession of that information if he knew or should have known that the information was provided by the tipper for an improper purpose and in breach of a duty owed by the tipper. In this context, it is an improper purpose for a person to provide such information for personal benefit, such as money, affection, or friendship.
EXAMPLE
The Chief Executive Officer of Acme, Inc., tells his daughter that negotiations concerning a previously announced acquisition of Acme have been terminated. This news is material and, at the time the father tells his daughter, nonpublic. The daughter sells her shares of Acme.
COMMENT
The father is a tipper because he has a duty to Acme and its shareholders not to take advantage of the information concerning the breakdown of negotiations, and he has conveyed the information for an improper purpose (here, out of love and affection for his daughter). The daughter is a tippee and is liable for trading on inside information because she knew or should have known that her father was conveying the information to her for his personal benefit, and that her father had a duty not to take advantage of Acme information.
A person can be a tippee even if he did not learn the information directly from the tipper, but learned it from a previous tippee.
EXAMPLE
An employee of a law firm which works on mergers and acquisitions learns at work about impending acquisitions. She tells her friend and her friend’s stockbroker about the upcoming acquisitions on a regular basis. The stockbroker tells the brother of a client on a regular basis, who in turn tells two friends, A and B. A and B buy shares of the companies being acquired before public announcement of the acquisition, and regularly profit from such purchases. A and B do not know the employee of the law firm. They do not, however, ask about the source of the information.

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COMMENT
A and B, although they have never heard of the tipper, are tippees because they did not ask about the source of the information, even though they were experienced investors, and were aware that the “tips” they received from this particular source were always right.
Who can be liable for insider trading?
The categories of individuals discussed above (insiders, temporary insiders, misappropriators, or tippees) can be liable if they trade while in possession of material nonpublic information.
In addition, individuals other than those who actually trade on inside information can be liable for trades of others. A tipper can be liable if (a) he provided the information in exchange for a personal benefit in breach of a duty, and (b) the recipient of the information (the tippee) traded while in possession of the information.
Most importantly, a controlling person can be liable if the controlling person knew or recklessly disregarded the fact that the controlled person was likely to engage in misuse of inside information and failed to take appropriate steps to prevent it. PanAgora is a controlling person of its employees. In addition, certain supervisors may be controlling persons of those employees they supervise.
EXAMPLE
A supervisor of an analyst learns that the analyst has, over a long period of time, secretly received material inside information from Acme, Inc.’s Chief Investment Officer. The supervisor learns that the analyst has engaged in a number of trades for his personal account on the basis of the inside information. The supervisor takes no action.
COMMENT
Even if he is not liable to a private plaintiff, the supervisor can be liable to the Securities and Exchange Commission for a civil penalty of up to three times the amount of the analyst’s profit. (Penalties are discussed in the following section.)
Penalties for insider trading
Penalties for misuse of inside information are severe, both for individuals involved in such unlawful conduct and their employers. A person who violates the insider trading laws can be subject to some or all of the types penalties below, even if he does not personally benefit from the violation. Penalties include:
Jail sentences, criminal monetary penalties.

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Injunctions permanently preventing an individual from working in the securities industry.
Injunctions ordering an individual to pay over profits obtained from unlawful insider trading.
Civil penalties substantially greater than the profit gained or loss avoided by the trader, even if the individual paying the penalty did not trade or did not benefit personally.
Civil penalties for the employer or other controlling person.
Damages in the amount of actual losses suffered by other participants in the market for the security at issue.
Regardless of whether penalties or money damages are sought by others, PanAgora will take whatever action it deems appropriate (including dismissal) if PanAgora determines, in its sole discretion, that an employee appears to have committed any violation of this Policy Statement, or to have engaged in any conduct which raises significant questions about whether an insider trading violation has occurred.

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APPENDIX B: Policy Statement Regarding Employee Trades in Shares of PanAgora or Putnam Closed-End Funds
Pre-clearance for all employees
Any purchase or sale of PanAgora or Putnam closed-end fund shares by a PanAgora employee must be pre-cleared by the Code of Ethics Officer or, in his absence, the Deputy Code of Ethics Officer. A list of the closed-end funds can be obtained from the Code of Ethics Administrator. The automated pre-clearance system is not available for PanAgora or Putnam closed-end fund clearance. Trading in shares of closed-end funds is subject to all the rules of the Code of Ethics. Contact the Code of Ethics Administrator with these pre-clearance requests.
Special Rules Applicable to Managing Directors of PanAgora Investment
Management, LLC and officers of the PanAgora Funds.
Please be aware that any employee who is a director of PanAgora and officers of PanAgora will not receive clearance to engage in any combination of purchase and sale or sale and purchase of the shares of a given closed-end fund within six months of each other. Therefore, purchases should be made only if you intend to hold the shares more than six months; no sales of fund shares should be made if you intend to purchase additional shares of that same fund within six months.
You are also required to file certain forms with the Securities and Exchange Commission in connection with purchases and sales of PanAgora closed-end funds. Please contact the Code of Ethics Officer Administrator for further information.
Reporting by all employees
As with any purchase or sale of a security, duplicate confirmations of all such purchases and sales must be forwarded to the Code of Ethics Officer by the broker-dealer utilized by an employee. If you are required to file a quarterly report of all personal securities transactions, this report should include all purchases and sales of closed-end fund shares .
Please contact the Code of Ethics Officer or Deputy Code of Ethics Officer if there are any questions regarding these matters.

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APPENDIX C: Contra-Trading Rule Clearance Form
To: Code of Ethics Officer
             
From:
           
         
 
           
Date:
           
         
 
           
Re: Personal Securities Transaction of        
 
     
 
   
This serves as prior written approval of the personal securities transaction described below:
             
Name of portfolio manager contemplating personal trade:        
 
     
 
   
 
           
Security to be traded:
           
         
 
           
Amount to be traded:
           
         
 
           
Fund holding securities:
           
         
 
           
Amount held by fund:
           
         
 
           
Reason for personal trade:
           
         
 
           
Specific reason sale of securities is inappropriate for fund:        
 
     
 
   
 
           
     
 
           
     
(Please attach additional sheets if necessary.)
                 
Director approval:
      Date:        
 
 
 
     
 
   
 
               
Compliance approval:
      Date:        
 
 
 
     
 
   

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APPENDIX D: CFA Institute Code of Ethics and Standards of Professional Conduct
The CFA Institute Code of Ethics (Full Text)
Members of the Association for Investment Management and Research shall:
Act with integrity, competence, dignity, and in an ethical manner when dealing with the public, clients, prospects, employers, employees, and fellow members.
Practice and encourage others to practice in a professional and ethical manner that will reflect credit on members and their profession.
Strive to maintain and improve their competence and the competence of others in the profession.
Use reasonable care and exercise independent professional judgment.
The Standards of Professional Conduct
All members of the Association for Investment Management and Research and the holders of and candidates for the Chartered Financial Analyst designation are obligated to conduct their activities in accordance with the following Code of Ethics. Disciplinary sanctions may be imposed for violations of the Code and Standards.
Fundamental responsibilities
Relationships with and responsibilities to a profession
Relationships with and responsibilities to an employer
Relationships with and responsibilities to clients and prospects
Relationships with and responsibilities to the public
Standards of Practice Handbook
Fundamental Responsibilities
Members shall maintain knowledge of and comply with all applicable laws, rules, and regulations (including AIMR’s Code of Ethics and Standards of Professional Conduct) of any government, governmental agency, regulatory organization, licensing agency, or professional association governing the members’ professional activities. Not knowingly participate in or assist any violation of such laws, rules, or regulations.

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Relationships with and Responsibilities to the Profession
Use of Professional Designation
AIMR members may reference their membership only in a dignified and judicious manner. The use of the reference may be accompanied by an accurate explanation of the requirements that have been met to obtain membership in these organizations.
Those who have earned the right to use the Chartered Financial Analyst designation may use the marks “Chartered Financial Analyst” or “CFA” and are encouraged to do so, but only in a proper, dignified, and judicious manner. The use of the designation may be accompanied by an accurate explanation of the requirements that have been met to obtain the right to use the designation.
Candidates in the CFA Program, as defined in the AIMR Bylaws, may reference their participation in the CFA Program, but the reference must clearly state that an individual is a candidate in the CFA Program and cannot imply that the candidate has achieved any type of partial designation.
Professional Misconduct
Members shall not engage in any professional conduct involving dishonesty, fraud, deceit, or misrepresentation or commit any act that reflects adversely on their honesty, trustworthiness, or professional competence.
Members and candidates shall not engage in any conduct or commit any act that compromises the integrity of the CFA designation or the integrity or validity of the examinations leading to the award of the right to use the CFA designation.
Prohibition against Plagiarism
Members shall not copy or use, in substantially the same form as the original, material prepared by another without acknowledging and identifying the name of the author, publisher, or source of such material. Members may use, without acknowledgment, factual information published by recognized financial and statistical reporting services or similar sources.
Relationships with and Responsibilities to the Employer
Obligation to Inform Employer of Code and Standards
Members shall inform their employer in writing, through their direct supervisor, that they are obligated to comply with the Code and Standards and are subject to disciplinary sanctions for violations thereof.
Members shall deliver a copy of the Code and Standards to their employer if the employer does not have a copy.

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Duty to Employer
Members shall not undertake any independent practice that could result in compensation or other benefit in competition with their employer unless they obtain written consent from both their employer and the persons or entities for whom they undertake independent practice.
Disclosure of Conflicts to Employer
Members shall comply with any prohibitions on activities imposed by their employer if a conflict of interest exists.
Disclosure of Additional Compensation Arrangements
Members shall disclose to their employer in writing all monetary compensation or other benefits that they receive for their services that are in addition to compensation or benefits conferred by a member’s employer.
Responsibilities of Supervisors
Members with supervisory responsibility, authority, or the ability to influence the conduct of others shall exercise reasonable supervision over those subject to their supervision or authority to prevent any violation of applicable statutes, regulations, or provisions of the Code and Standards. In so doing, members are entitled to rely on reasonable procedures to detect and prevent such violations.
Relationships with and Responsibilities to Clients and Prospects
Investment Process
REASONABLE BASIS AND REPRESENTATIONS
Exercise diligence and thoroughness in making investment recommendations or in taking investment actions.
Have a reasonable and adequate basis, supported by appropriate research and investigation, for such recommendations or actions.
Make reasonable and diligent efforts to avoid any material misrepresentation in any research report or investment recommendation.
Maintain appropriate records to support the reasonableness of such recommendations or actions.

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RESEARCH REPORTS
Use reasonable judgment regarding the inclusion or exclusion of relevant factors in research reports.
Distinguish between facts and opinions in research reports.
Indicate the basic characteristics of the investment involved when preparing for public distribution a research report that is not directly related to a specific portfolio or client.
INDEPENDENCE AND OBJECTIVITY
Members shall use reasonable care and judgment to achieve and maintain independence and objectivity in making investment recommendations or taking investment action.
Interactions with Clients and Prospects
FIDUCIARY DUTIES
In relationships with clients, members shall use particular care in determining applicable fiduciary duty and shall comply with such duty as to those persons and interests to whom the duty is owed. Members must act for the benefit of their clients and place their clients’ interests before their own.
PORTFOLIO INVESTMENT RECOMMENDATIONS AND ACTIONS
Members shall:
Make a reasonable inquiry into a client’s financial situation, investment experience, and investment objectives prior to making any investment recommendations and shall update this information as necessary, but no less frequently than annually, to allow the members to adjust their investment recommendations to reflect changed circumstances.
Consider the appropriateness and suitability of investment recommendations or actions for each portfolio or client. In determining appropriateness and suitability, members shall consider applicable relevant factors, including the needs and circumstances of the portfolio or client, the basic characteristics of the investment involved, and the basic characteristics of the total portfolio.
Members shall not make a recommendation unless they reasonably determine that the recommendation is suitable to the client’s financial situation, investment experience, and investment objectives.
Distinguish between facts and opinions in the presentation of investment recommendations.

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Disclose to clients and prospects the basic format and general principles of the investment processes by which securities are selected and portfolios are constructed and shall promptly disclose to clients and prospects any changes that might significantly affect those processes.
FAIR DEALING
Members shall deal fairly and objectively with all clients and prospects when disseminating investment recommendations, disseminating material changes in prior investment recommendations, and taking investment action.
PRIORITY OF TRANSACTIONS
Transactions for clients and employers shall have priority over transactions in securities or other investments of which a member is the beneficial owner so that such personal transactions do not operate adversely to their clients’ or employer’s interests. If members make a recommendation regarding the purchase or sale of a security or other investment, they shall give their clients and employer adequate opportunity to act on their recommendations before acting on their own behalf. For purposes of the Code and Standards, a member is a “beneficial owner” if the member has:
direct or indirect pecuniary interest in the securities;
the power to vote or direct the voting of the shares of the securities or investments;
the power to dispose or direct the disposition of the security or investment.
PRESERVATION OF CONFIDENTIALITY
Members shall preserve the confidentiality of information communicated by clients, prospects, or employers concerning matters within the scope of the client-member, prospect-member, or employer-member relationship unless a member receives information concerning illegal activities on the part of the client, prospect, or employer.
PROHIBITION AGAINST MISREPRESENTATION
Members shall not make any statements, orally or in writing, that misrepresent
the services that they or their firms are capable of performing;
their qualifications or the qualifications of their firm;
the member’s academic or professional credentials.
Members shall not make or imply, orally or in writing, any assurances or guarantees regarding any investment except to communicate accurate information regarding the terms of the investment instrument and the issuer’s obligations under the instrument.

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DISCLOSURE OF CONFLICTS TO CLIENTS AND PROSPECTS
Members shall disclose to their clients and prospects all matters, including beneficial ownership of securities or other investments, that reasonably could be expected to impair the members’ ability to make unbiased and objective recommendations.
DISCLOSURE OF REFERRAL FEES
Members shall disclose to clients and prospects any consideration or benefit received by the member or delivered to others for the recommendation of any services to the client or prospect.
Relationships with and Responsibilities to the Public
PROHIBITION AGAINST USE OF MATERIAL NONPUBLIC INFORMATION
Members who possess material nonpublic information related to the value of a security shall not trade or cause others to trade in that security if such trading would breach a duty or if the information was misappropriated or relates to a tender offer. If members receive material nonpublic information in confidence, they shall not breach that confidence by trading or causing others to trade in securities to which such information relates. Members shall make reasonable efforts to achieve public dissemination of material nonpublic information disclosed in breach of a duty.
PERFORMANCE PRESENTATION
Members shall not make any statements, orally or in writing, that misrepresent the investment performance that they or their firms have accomplished or can reasonably be expected to achieve. If members communicate individual or firm performance information directly or indirectly to clients or prospective clients, or in a manner intended to be received by clients or prospective clients, members shall make every reasonable effort to assure that such performance information is a fair, accurate, and complete presentation of such performance.

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APPENDIX E: Report of Entertainment Form
This form must be filed with the PanAgora Legal and Compliance Department and sanctions may apply if received after 10 business days of attending an event. Planned absences, i.e., vacations, leaves or business trips are not valid excuses for providing late reports. Failure to meet the deadline violates the Code’s rules .
Send to:
Courtney Czekanski
OR
Attach to an e-mail to:
cczekanski@panagora.com
         
Name of employee:
       
 
 
 
   
 
       
Name of party providing entertainment:    
         
Firm:
       
 
 
 
   
 
       
Person:
       
 
 
 
   
             
Date of entertainment:
           
         
 
           
Describe entertainment provided:        
 
     
 
   
 
           
(e.g., name and location of restaurant, sporting, or cultural event)    
         
Value of entertainment (excluding meals):
       
 
 
 
   
                 
Signature:
      Date:        
 
 
 
     
 
   

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Exhibit 99(p)(xix)
POST ADVISORY GROUP, LLC CODE OF ETHICS
I.   Statement of Purpose and General Principles
 
    The purpose of this Code of Ethics (“ Code ”) is to prevent conflicts of interest which may exist, or appear to exist, when persons associated with Post Advisory Group, LLC (“Post”) own or engage in transactions involving Securities (as defined below) that are owned or are being purchased or sold or are being considered for purchase or sale for the accounts of clients of Post. Central to this Code is the principle that employees of Post will adhere to the highest ethical standards and will act in accordance with the following fiduciary principles:
    The duty at all times to place the interests of clients first.
 
    The requirement to conduct all personal Securities transactions in a manner consistent with this Code so as to avoid any actual or potential conflicts of interest or abuse of an individual’s position of trust and responsibility.
 
    Persons associated with Post shall not take inappropriate advantage of their positions.
II.   Definitions:
  A.   Security: Shall have the meaning set forth in Section 202(a)(18) of the Investment Advisers Act, except it shall not include direct obligations of the Government of the United States, bankers’ acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments including repurchase agreements, and shares of open-end management investment companies (i.e., mutual funds).
 
  B.   Access Person : Means any (1) director, officer, or employee of Post, except directors who (i) do not devote substantially all working time to the activities of Post, and (ii) do not have access to information about the day-to-day investment activities of Post. Every employee should consider himself or herself an Access Person unless otherwise specifically exempted by the Ethics Committee (as defined below).
 
  C.   Being Considered for Purchase or Sale : A Security is being considered for purchase or sale when a Portfolio Manager views the purchase or sale of a Security for a client account as probable. The phrase “purchase or sale of a Security” includes the writing of an option to purchase or sell a Security or the purchase of an option to purchase or sell a Security.
 
  D.   Beneficial Ownership : “Beneficial Ownership” shall be interpreted in the same manner as in determining whether a person the beneficial owner of a Security for purposes of Section 16 of the Securities Exchange Act of 1934, and the rules and regulations thereunder.
    For example, the term “Beneficial Ownership” encompasses:
  (i)   in addition to Securities in a person’s own account(s), Securities owned by members of the person’s immediate family sharing the same household;
 
  (ii)   a partner’s proportionate interest in the portfolio of Securities held by a partnership (e.g., an investment club); and
 
  (iii)   Securities a person might acquire or dispose of through the exercise or conversion of any derivative security (e.g., an option, whether presently exercisable or not).
     

 


 

  E.   Master Securities List : Records known as the “Master Securities List” are maintained within Post. The Master Securities List include the names of all securities that Post (1) is currently buying or which is being considered for purchase or sale in client accounts, (2) currently holds in client accounts, and (3) includes on Post’s Restricted List.
 
      Names of Securities shall be removed from the Master Securities List 15 days after Post has (1) ceased considering the Security for purchase or sale, and/or (2) entirely liquidated its position in such Security or removed such security from Post’s restricted list.
 
  F.   Star Pre Clearance and Reporting System (“Star System”): Post utilizes the STAR System which allows Post employees to clear trades and to file reports electronically.
 
  G.   The Code of Ethics Committee : The Code of Ethics Committee (“Ethics Committee”) is responsible for the oversight and administration of the Code of Ethics. The Ethics Committee includes Post’s Chief Compliance Officer, Chief Operating Officer, and Senior Vice President — Legal and Regulatory Affairs.
III.   Exempted Transactions. This Code shall not apply to :
  A.   Sales made pursuant to general public tender offers.
 
  B.   The acceptance of stock dividends resulting from Securities already owned; the reinvestment of cash dividends resulting from Securities already owned under a dividend reinvestment program or the participation in an automatic investment plan for the purchase of Securities already owned. (Note: The initial purchase or establishment of an automatic investment plan must be pre-cleared.)
 
  C.   Purchases effected upon the exercise of rights issued by a Security’s issuer pro rata to all holders of a class of Securities, to the extent such rights are acquired directly from the issuers thereof, and sales of such rights.
 
  D.   Purchases or sales of Securities in response to the exercise of an option written by the Access Person.
 
  E.   Exercising rights to exchange or convert securities, but only when those rights have been acquired in accordance with the Code.
 
  F.   Purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control.
 
  G.   Purchases or sales of shares in open-end investment companies (mutual funds), unless Post, Principal Global Investors (“PGI”) or a Principal Financial Group (“PFG”) affiliate acts as the investment adviser or underwriter; Post- advised funds are subject to the pre-clearance and reporting requirements set forth in Section V. of this Code and the funds advised or underwritten by a PGI or PFG affiliate are subject to the reporting requirements set forth in Section VI. B. of this Code.
 
  H.   Purchases or sales of publicly traded closed end index funds, or index based unit investment trusts listed on a national securities exchange (e.g. SPDRs, DIAMONDS, NASDAQ 100 Trust, etc.); provided however that holdings in such securities are subject to the reporting requirements set forth in Section VI. B. of this Code.
     

 


 

IV.   Restricted and Prohibited Transactions
  A.   No Access Person may acquire, directly or indirectly, Beneficial Ownership in any Security that is part of an initial public offering (“IPO”). Investment Personnel may, however, in special circumstances, seek permission to purchase Securities in an IPO by submitting to one of the persons listed in Section XIII, A “Administration and Sanctions” a written request for approval of the purchase that includes a description of the special circumstances.
 
  B.   No Access Person may acquire, directly or indirectly, Beneficial Ownership in any Security in a private placement transaction without prior approval of the Compliance Officer.
 
      Access Persons who have acquired Securities in a private placement transaction must disclose that investment when they play a part in any consideration of an investment in the issuer of the privately placed Security for a client account. In such circumstances, a decision to purchase such Securities for a client account must be subject to an independent review by Investment Personnel with no personal interest in the issuer.
 
  C.   No Access Person may purchase or sell a Security listed on a Master Securities List, except as provided elsewhere in this Code. [See Section V, “Pre-clearance”.]
 
      No Access Person may purchase or sell a Security within 7 days before and after a client account that Post manages trades in that Security.
 
  D.   Access Person may not profit directly or indirectly from the acquisition and disposition (or disposition and acquisition) of Beneficial Ownership of the same (or equivalent) Securities within 60 calendar days. Any profits realized on such short-term trades must be disgorged to a charitable organization designated by the Ethics Committee. In addition to the above, any security purchased by an Access person must be held for at least 30 days, even if the security is in a loss position. This 30 day holding period will be lifted if the MSCI World Index or another appropriate index as determined by the Ethics Committee drops more than 5% on any day. The Ethics Committee will notify all Access Persons when the 30-day holding period is reinstated.
 
      Access Person may request exceptions to this prohibition by submitting a written request to the Compliance Officer prior to realizing the profit. Such exceptions will be considered on a case-by-case basis, taking into consideration the facts and circumstances of each situation.
V.   Pre-clearance
  A.   Access Persons (see also, Section IV. C.)
 
      Except for those securities in Post’s Restricted List, Access Persons may request permission to trade any security on the Master Securities List. The maximum amount of shares that may be traded each calendar quarter is the greater of 500 shares or 1% of the daily average trading volume during the 90 days prior to the date the Access Person makes the request. However, Access Persons may not trade any security within seven (7) days before or after a client account trades the security.
 
      Requests for approval may be made through the Star System or if unavailable, by contacting a member of the Ethics Committee.
     

 


 

      Personal Security transaction approvals are valid for 5 business days after given. If the purpose of the request is to obtain approval for a stop loss order, then those approvals are valid for 60 calendar days, but the Access Person must notify compliance in order for this longer period to be effective.
VI.   Disclosure of Securities Ownership and Securities Transactions
  A.   When recommending the purchase or sale of Securities for a client account in accordance with portfolio management procedures, Investment Personnel must disclose
 
  (i)       any direct or indirect Beneficial Ownership in any Security of the issuer whose Securities are under consideration,
 
  (ii)      any position with such issuer or its affiliates, and
 
  (iii)     any present or proposed business relationship between such issuer or its affiliates.
 
  B.   All Access Persons shall file a report through the Star System listing all their personal Securities transactions during the previous calendar quarter in any Security in which such person has acquired any direct or indirect Beneficial Ownership except for those transactions exempt from this Code under Section III. The report shall be submitted through the Star System within 30 days following the end of such calendar quarter. The report shall contain the following information:
  (i)   the date of the transaction(s), the title, the interest rate and maturity date (if applicable), the number of shares, and the
  principal amount of each Security involved;
 
  (ii)   the nature of the transaction (e.g., purchase or sale);
 
  (iii)   the price at which the transaction was effected;
 
  (iv)   the name of the broker, dealer, or bank with or through which the transaction was effected;
 
  (v)   the date the report is submitted by the Access Person;
 
  (vi)   the name and address of any broker, dealer, or bank at which the Access Person established any account during the quarter in
  which securities (including direct obligations of the United States, bankers acceptances, bank certificates of deposit, commercial paper, short term debt instruments, and mutual fund shares) were held for the direct or indirect benefit of the Access Person;
 
  (vii)   the account number of any account described in (vi), above; and
 
  (viii)   the date the Access Person established the account.
  C.   Access Persons must direct brokerage and other firms with which they have Securities accounts to furnish the Compliance Officer on a timely basis duplicate copies of confirmations of all personal Securities transactions. All letters should direct brokers to send this information to:
Post Advisory Group. LLC
Attn: Compliance
11755 Wilshire Blvd, Suite 1400
Los Angeles, CA 90025
     

 


 

  D.   Access Persons must within 10 days of their appointment as an Access Person and thereafter on an annual basis as of December 31 of each year, furnish Post a report containing the following information:
  (i)   the name, number of shares, and principal amount of each Security in which the Access Person had any direct or indirect
  beneficial ownership at the time the Access Person submitted the report;
 
  (ii)   the name and address of any broker, dealer, or bank at which the Access Person established any account during the quarter
  in which securities (including direct obligations of the United States, bankers acceptances, bank certificates of deposit, commercial paper, short term debt instruments, and mutual fund shares) were held for the direct or indirect benefit of the Access Person;
 
  (iii)   the account number of any account described in (ii), above;
 
  (iv)   the date the Access Person submitted the report.
VII.   Certification of Compliance
 
    All Access Persons will be required to certify annually that they have read and understood the Code and its applicability to them, and that they have complied with the requirements of the Code and that they have disclosed or reported all personal Securities transactions as required by the Code. This certification shall be completed through the Star System.
 
VIII.   Gifts
 
    As a general rule, Access Persons are prohibited from receiving any gift that is excessive in value from present or prospective brokers, vendors and other business associates with which Post has dealings (hereinafter defined as “Brokers”). The receipt of cash gifts by employees is absolutely prohibited and any attempts of a Broker to give Access Person cash must be reported to the Ethics Committee. Gifts include personal gifts, sporting event tickets, concerts, rounds of golf, or other entertainment that Access Persons attend with or without their host . Gifts to an employee’s immediate family are included in this policy. The maximum value of any such gift will be $US200 and may not exceed $US300 (per Broker) in any one year.
 
    Reporting of Gifts:
 
    Except for meals (see further guidance below) , Access Persons will report the receipt of any gift valued over $50 to the Chief Compliance Officer. The report should include the following information: Date Gift Received, Description of Gift, Details of Provider of Gift, and the Value of the Gift.
 
    Additional Guidance on Gifts
      Meals and Food
 
      Access Persons may accept a meal paid for by a Broker so long as the Broker is present. This does not need to be reported as a gift. In the event that other entertainment is paid by the Broker in connection with the meal, the above rules apply to that entertainment.
     

 


 

      Conferences
 
      Payments made by Brokers for Access Persons to attend conferences will be subject to the rules for Gifts noted above. If attendance at a conference has been paid by Post and there are associated events as part of that conference which are sponsored by a Broker, these are acceptable where the event was broadly open to the conference participants. This would not constitute a gift. As a general rule, Post should pay for all transport and accommodation costs for attendance at conferences.
      Exceptions to the Gift Policy
 
      The following exceptions to the Gift Policy are allowed:
    the acceptance of advertising or promotional material of reasonable value, such as pens, pencils, note pads, key chains, calendars, and similar items;
 
    the acceptance of gifts of reasonable value in recognition of a wedding or retirement;
 
    the acceptance of gifts during the holiday season of nominal value (defined as under $200) to the extent they are appropriate and suitable under the circumstances, meet the standards of ethical business conduct, and involve no element of concealment;
 
    the acceptance of civic, charitable, educational, or religious organizational awards for recognition of service and accomplishment.
      Post’s Ethics Committee must approve any other exceptions to the above policy.
IX.   Service as a Director
      No Access Person may serve as a director or in a similar capacity of any non-affiliated company or institution, whether or not it is part of the Access Person’s role at Post, without prior approval of the Ethics Committee. Access Persons do not need approval to serve on the board of a private family corporation for his/her family or any charitable, professional, civic or nonprofit entities that are not clients of Post and do not have business relations with Post. If approval is received, it will be subject to the implementation of procedures to safeguard against potential conflicts of interest, such as Trading Wall procedures. Post may withdraw approval at its discretion if Post concludes the withdrawal is in Post’s interest. Also, if Access Persons serve in a director capacity which does not require approval but circumstances later change which would require such approval (e.g., the company enters into business relations with Post or becomes a client), the Access Person must obtain approval.
 
      Access Persons are prohibited from serving on the board of directors of a publicly traded company. However, prior authorization to serve may be obtained. Authorization is based on a determination that board service would be consistent with the interests of Post and its clients.
X.   Outside Employment
      Each employee is expected to devote his or her full time and ability to Post’s interests during regular working hours and such additional time as may be properly required. Post discourages employees from holding outside employment, including consulting. If any Access Person is considering taking outside employment, a written request must be submitted to the Ethics
     

 


 

  Committee. The request must include the name of the business, type of business, type of work to be performed, and the days and hours that the work will be performed.
 
      An employee may not engage in outside employment that:
  (i)   Interferes, competes, or conflicts with the interest of Post;
 
  (ii)   Encroaches on normal working time or otherwise impairs performance;
 
  (iii)   Implies Post’s sponsorship or support of an outside organization; or
 
  (iv)   Reflects adversely either directly or indirectly on Post.
 
      Post policy prohibits outside employment in any financial services industry.
  If any Access Person has an approved second job, s/he is not eligible to receive compensation during an absence from work which is the result of an injury on the second job and outside employment will not be considered an excuse for poor job performance, absenteeism, tardiness or refusal to work overtime. Should any of these situations occur, approval may be withdrawn.
XI.   Other Employee Conduct
  a)   Personal Financial Responsibility
 
      It is important that employees properly manage their personal finances, particularly in matters of credit. Imprudent personal financial management may affect job performance and lead to more serious consequences for employees in positions of trust. In particular, Access Persons are not permitted to borrow from clients, or from providers of goods and services with whom Post deals, except those who engage in lending in the usual course of their business and then only on terms offered to others in similar circumstances, without special treatment.
 
  b)   Taking Advantage of a Business Opportunity that Rightfully Belongs to Post
 
      Access Persons must not take for their own advantage an opportunity that rightfully belongs to Post. Whenever Post has been actively soliciting a business opportunity, or the opportunity has been offered to it, Post’s funds, facilities or personnel have been used in pursuing the opportunity, that opportunity rightfully belongs to Post and not employees who may be in a position to divert the opportunity for their own benefits.
    XII Confidentiality
      All information relating to past, current and prospective clients is highly confidential and is not to be discussed with anyone outside the Post organization without the written approval of the Ethics Committee. One of the most sensitive and difficult areas in Post’s daily business activities involves information regarding investment plans or programs and possible or actual securities transactions by Post.
    XIII Administration and Sanctions
  A.   Responsibility for this Code is vested in Post’s Ethics Committee, which shall include Post’s Chief Operating Officer, Senior Vice President of Legal and Regulatory Affairs, and Chief Compliance Officer. Administrative responsibility, including the responsibility to
     

 


 

      review Access Persons’ initial and annual holdings reports and quarterly transaction reports, belongs to the Chief Compliance Officer or appropriate designee. Requests for interpretation of this Code or pre-clearance of purchase or sales that are not clearly addressed by this Code should be directed in the following order: (i) first, to the Chief Compliance Officer, (ii) second, to the Senior Vice President — Legal and Regulatory Affairs, (iii) last, to the Chief Operating Officer.
  B.   Upon discovering a violation of this Code, the Ethics Committee shall impose such sanctions as it deems appropriate, upon recommendation of the Chief Compliance Officer. Sanctions may include a letter of censure, disgorgement, suspension of personal Securities transactions, and suspension or termination of the employment of the violator.
 
  C.   Annually, those individuals charged with the responsibility for carrying out this Code shall prepare a written report to Post’s Board of Directors that, at a minimum, will include:
  (i)   a certification that Post has adopted procedures reasonably necessary to prevent Access Persons from violating the Code;
 
  (ii)   identification of material violations and sanctions imposed in response to those violations during the past year;
 
  (iii)   a description of issues that arose during the previous year under the Code; and
 
  (iv)   recommendations, if any, as to changes in existing restrictions or procedures based on experience with this Code, evolving
  industry practices or developments in applicable laws or regulations.
  D.   Any material issues arising under this Code will be promptly communicated by the Ethics Committee to Principal Financial Group’s Conflicts committee.

 

 

Exhibit 99(p)(xx)
THIRD AMENDED AND RESTATED
CODE OF ETHICS
OF
PZENA INVESTMENT MANAGEMENT LLC
     This Third Amended and Restated Code of Ethics (herein, “the Code,” “this Code” or “this Code of Ethics”) has been adopted as of January 1, 2003, and further amended as of October 1, 2003, June 1, 2004, February 1, 2005, by Pzena Investment Management LLC, formerly known as RS Pzena Investment Management, L.L.C. (the “Adviser”), a registered investment adviser to separately managed advisory accounts including the registered investment companies from time to time identified on Schedule A hereto (the “Funds”), in compliance with Rule 17j-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) , Rule 204A-1 and Rule 204-2 of the Investment Advisers Act of 1940, as amended (hereinafter Rule 17j-1, Rule 204A-1 and Rule 204-2 shall be collectively referred to as the “Rules”). This Code of Ethics is designed to establish standards and procedures for the detection and prevention of activities by which persons having knowledge of the investments and investment intentions of the Funds and the Adviser’s other advisory accounts may breach their fiduciary duties, and to avoid and regulate situations which may give rise to conflicts of interest which the Rules address.
     This Code is based on the principle that the Adviser and its affiliates owe a fiduciary duty to, among others, shareholders of the Funds, to conduct their personal securities transactions in a manner which does not interfere with Funds’ transactions or otherwise take unfair advantage of their relationship to the Funds. The fiduciary principles that govern personal investment activities reflect, at a minimum, the following: (1) the duty at all times to place the interests of shareholders first; (2) the requirement that all personal securities transactions be conducted consistent with the Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility; (3) the fundamental standard that investment personnel should not take inappropriate advantage of their positions; and (4) the requirement that investment personnel comply with applicable federal securities laws.
     Honesty and integrity are required of the Adviser and its employees at all times. The standards herein should be viewed as the minimum requirements for conduct. All employees of the Adviser are encouraged and expected to go above and beyond the standards outlined in this Code in order to provide clients with top level service while adhering to the highest ethical standards.
     1.  Purpose . The purpose of this Code is to provide regulations and procedures consistent with the 1940 Act and the Rules. As required by Rule 204A-1, the Code sets forth standards of conduct, requires compliance with the federal securities laws and addresses personal trading. In addition, the Code is designed to give effect to the general prohibitions set forth in Rule 17j-1(b), to wit:
     “It is unlawful for any affiliated person of or principal underwriter for a Fund, or any affiliated person of an investment adviser of or principal underwriter for a Fund, in

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connection with the purchase or sale, directly or indirectly, by the person of a security held or to be acquired by the Fund:
  (a)   To employ any device, scheme or artifice to defraud the Fund;
 
  (b)   To make any untrue statement of a material fact to the Fund or omit to state to a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading;
 
  (c)   To engage in any act, practice, or course of business that operates or would operate as a fraud or deceit on the Fund; or
 
  (d)   To engage in any manipulative practice with respect to the Fund.
     2.  Access Person Provisions . All Access Persons (as defined below) covered by this Code are required to file reports of their Personal Securities Transactions (as defined below), excluding exempted securities, as provided in Section 9 below and, if they wish to trade in the same securities as any of the Funds or the Adviser’s other advisory accounts, must comply with the specific procedures in effect for such transactions.
         The reports of Access Persons will be reviewed and compared with the activities of the Funds and the Adviser’s other advisory accounts and, if a pattern emerges that indicates abusive trading or noncompliance with applicable procedures, the matter will be referred to the CCO who will make appropriate inquiries and decide what action, if any, is then appropriate, including escalation to the Adviser’s Executive Committee.
     3.  Implementation . In order to implement this Code of Ethics, a Chief Compliance Officer and one or more alternate Compliance Officers (each an “Alternate”) shall be designated from time to time for the Adviser. The current Chief Compliance Officer is Joan Berger; the Alternates are Amelia C. Jones and Michelle C. Houck.
     The duties of the Chief Compliance Officer and each Alternate shall include:
  (a)   Continuous maintenance of a current list of the names of all Access Persons with a description of their title or employment and updating Schedule B of this Code of Ethics;
 
  (b)   Furnishing all Access Persons with a copy of this Code of Ethics, and initially and periodically informing them of their duties and obligations thereunder;
 
  (c)   Training and educating Access Persons regarding this Code of Ethics and their responsibilities hereunder;
 
  (d)   Maintaining, or supervising the maintenance of, all records required by this Code of Ethics;
 
  (e)   Maintaining a list of the Funds which the Adviser advises and updating Schedule A of this Code of Ethics;

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  (f)   Determining with the assistance of an Approving Officer whether any particular securities transaction should be exempted pursuant to the provisions of Section 5 or 6 of this Code of Ethics;
 
  (g)   Determining with the assistance of an Approving Officer whether special circumstances warrant that any particular security or securities transaction be temporarily or permanently restricted or prohibited;
 
  (h)   Maintaining, from time to time as appropriate, a current list of the securities which are restricted or prohibited pursuant to (g) above;
 
  (i)   Issuing, either personally or with the assistance of counsel as may be appropriate, any interpretation of this Code of Ethics which may appear consistent with the objectives of the Rules and this Code of Ethics;
 
  (j)   Conducting such inspections or investigations as shall reasonably be required to detect and report any apparent violations of this Code of Ethics to the Adviser;
 
  (k)   Submitting periodic reports to the Executive Committee of the Adviser containing: (i) a description of any violation and the sanction imposed; (ii) a description of any transactions which suggest the possibility of a violation; (iii) interpretations issued by and any exemptions or waivers found appropriate by the Chief Compliance Officer; and (iv) any other significant information concerning the appropriateness of this Code of Ethics; and
 
  (l)   Submitting a report at least annually to the Executive Committee of the Adviser which: (i) summarizes existing procedures concerning personal investing and any changes in the procedures made during the past year; (ii) identifies any violations requiring significant remedial action during the past year; (iii) identifies any recommended changes in existing restrictions or procedures based upon experience under this Code of Ethics, evolving industry practices or developments in applicable laws or regulations; and (iv) reports of efforts made with respect to the implementation of this Code of Ethics through orientation and training programs and on-going reminders.
     4.  Definitions . For purposes of the Code of Ethics:
  (a)   “Access Person” means any manager, director, executive officer, Advisory Person (as defined below) or Investment Person (as defined below) of Adviser who shall from time to time be identified on Schedule B hereto; but does not include clerical, secretarial or solely administrative personnel, other than administrative assistants to any Investment Person. As determined by the Chief Compliance Officer on a case by case basis as the circumstances may from time to time require, Access Persons may also include clerical, secretarial or solely administrative personnel, consultants, subtenants, office occupants or other persons if the services they are performing for the Adviser and/or the space they are occupying within Adviser’s offices does or could cause such persons to have access to non-public information about client securities transactions, portfolio recommendations or holdings.

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  (b)   “Advisory Person” means
(i) any non-executive permanent employee of the Adviser or of any Company in a Control Relationship with the Adviser, who, in connection with his or her regular functions or duties, actively participates in the investment activities of the Funds and the Adviser’s other advisory accounts, including without limitation, employees who execute trades and otherwise place and process orders for the purchase or sale of a Security, employees who make recommendations with respect to the purchase and sale of Securities, and research analysts who investigate potential investments ; but excluding, marketing and investor relations personnel, financial, compliance, accounting and operational personnel, and all clerical, secretarial or solely administrative personnel; and
(ii) any natural person in a Control Relationship with the Adviser who obtains information concerning current recommendations made to the Funds and the Adviser’s other advisory accounts with regard to the purchase or sale of a Security.
For purposes of this Code of Ethics, it is understood and agreed that a person does not become an Advisory Person or an Access Person simply by virtue of the following:
    Normally assisting in the preparation of public reports or receiving public reports, but not receiving information about current recommendations or trading; or
 
    A single instance of obtaining knowledge of current recommendations or trading activity, or infrequently or inadvertently obtaining such knowledge.
  (c)   “Approving Officer” means Richard S. Pzena, John Goetz, Rama Krishna, or Michael Peterson.
 
  (d)   A security is “being considered for purchase or sale” when, subject to PIM’s systematic buy/sell discipline as described in its ADV and client and prospect presentations, (i) a recommendation to purchase or sell that security has been made by the Adviser to a Fund and/or the Adviser’s other advisory accounts (e.g., the Portfolio Manager has instructed Portfolio Administration to begin working up orders) or (ii) the Portfolio Manager is seriously considering making such a recommendation.
 
  (e)   “Beneficial Ownership” shall mean any interest by which an Access Person or any member of such Access Person’s immediate family ( i.e. , spouse, child or stepchild, parent, sibling or other relative by blood or marriage living in the same household as the Access Person) , can directly or indirectly derive a monetary benefit from the purchase, sale or ownership of a Security. Without limiting the foregoing, the term “Beneficial Ownership” also shall be interpreted with reference to the definition of Beneficial Ownership contained in the provisions of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, as such provisions may be interpreted by the Securities and Exchange Commission (“SEC”). Thus, an

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      Advisory Person or Access Person may be deemed to have beneficial ownership of Securities held in accounts in such person’s own name, such person’s spouses name, and in all other accounts over which such person does or could be presumed to exercise investment decision-making powers, or other influence or control, including, trust accounts, partnership accounts, corporate accounts or other joint ownership or pooling arrangements.; provided however, that with respect to spouses, an Access Person shall no longer be deemed to have beneficial ownership of any accounts not held jointly with his or her spouse if the Access Person and the spouse are legally separated or divorced and are not living in the same household.
  (f)   Intentionally omitted.
  (g)   “Company” means a corporation, partnership, an association, a joint stock company, a trust, a limited liability company, a limited liability partnership, a fund, or any organized group of persons whether incorporated or not; or any receiver, trustee or similar official or any liquidating agent for any of the foregoing, in his capacity as such.
 
  (h)   “Control Relationship” 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. Any person who owns beneficially, either directly or through one or more controlled companies, more than 25 per centum of the voting Securities of a Company shall be presumed to control such Company. Any person who does not so own more than 25 per centum of the voting Securities of any Company shall be presumed not to control such Company.
 
  (i)   “Exempt Transactions” means the transactions described in Section 7 hereof.
 
  (j)   “Investment Person” means any personnel of the Adviser who in connection with their regular duties, actively make purchase, sale and other investment decisions for the Funds and/or Adviser’s other advisory clients with respect to a Security, including, without limitation, Richard S. Pzena, John Goetz, the portfolio managers for each of Adviser’s products, and the trader and research analyst who are directly responsible for the Security.
 
  (k)   “Personal Security Transaction” means, for any Access Person, a purchase or sale of a Security in which such Access Person has, had, or will acquire a Beneficial Ownership.
 
  (l)   “Purchase and Sale of a Security” includes, inter alia, the writing of an option to purchase or sell a Security. In addition, the “sale of a Security” also includes the disposition by an Access Person of that security by donation or gift. On the other hand, the acquisition by an Access Person of a security by inheritance or gift is not treated as a “purchase” of that Security under this Code as it is an involuntary purchase or sale that is an Exempt Transaction under Section 7(b) below.
 
  (m)   “Security” shall mean any common stock, preferred stock, treasury stock, note, bond, debenture, evidence of indebtedness, certificate of interest or participation

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      in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a Security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any Security (including a certificate of deposit) or on any group of Securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “Security,” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.
     5.  Conflicts of Interest. As a fiduciary, the Adviser has an affirmative duty of care, loyalty, honesty, and good faith to act in the best interest of its clients. Compliance with this duty can be achieved by trying to avoid conflicts of interest and by fully disclosing all material facts concerning any conflict that does arise with respect to any client. Access Persons must try to avoid situations that have even the appearance of conflict or impropriety.
  (a)   Conflicts of interest may arise where the Adviser or its Access Persons have reason to favor the interests of one client over another client. Favoritism of one client over another client constitutes a breach of fiduciary duty.
 
  (b)   Access Persons are prohibited from using knowledge about pending or currently considered securities transactions for clients to profit personally, directly or indirectly, as a result of such transactions, including by purchasing or selling such securities. Conflicts raised by personal securities transactions also are addressed more specifically in Sections 6 and 7 below.
 
  (c)   If the Adviser determines that an Access Person’s beneficial ownership of a Security presents a material conflict, the Access Person may be restricted from participating in any decision-making process regarding the Security. This may be particularly true in the case of proxy voting and Access Persons are expected to refer to and strictly adhere to the Adviser’s Proxy Voting policies and procedures in this regard.
 
  (d)   Access Persons are required to act in the best interests of the Adviser’s clients regarding execution and other costs paid by clients for brokerage services. Access Persons are expected to refer to and strictly adhere to the Adviser’s Best Execution and Brokerage policies and procedures.
 
  (e)   Access Persons are not permitted to knowingly sell to or purchase from a client any security or other property, except Securities issued by the client.
 
  (f)   Access Persons are prohibited from trading, either personally or on behalf of others, while in possession of material, nonpublic information. The Adviser’s Insider Trading Policy is hereby incorporated by reference and Access Persons are required to comply with the provisions therein.

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     6.  Prohibited Transactions .
  (a)   No Access Person, including an Investment Person, or any member of such person’s immediate family, can enter into a Personal Security Transaction with actual knowledge that, at the same time, such Security is “being considered for purchase or sale” by the Funds/and or other advisory accounts of the Adviser, or that such Security is the subject of an outstanding purchase or sale order by the Funds/and or other advisory accounts of the Adviser except as provided in Section 7 below;
 
  (b)   Except under the circumstances described in Section 6 hereof, no Access Person, including an Investment Person, or any member of such person’s immediate family, shall purchase or sell any Security within five (5) business days before or after the purchase or sale of that Security by the Funds/and or other advisory accounts of the Adviser;
 
  (c)   No Access Person, including an Investment Person, shall be permitted to effect a short term trade (i.e. to purchase and subsequently sell within 60 calendar days, or to sell and subsequently purchase within 60 calendar days) of securities which (i) are issued by a mutual fund which is advised or subadvised by Adviser (i.e., one of the Funds), or (ii) are the same (or equivalent) Securities purchased or sold by or on behalf of the Funds/and or other advisory accounts of the Adviser unless and until the Funds/and or other advisory accounts of the Adviser have effected a transaction which is the same as the Access Person’s contemplated transaction;
 
  (d)   No Access Person, including an Investment Person, is permitted to enter into a Personal Security Transaction for any Security which is named on a restricted list;
 
  (e)   No Access Person, including an Investment Person, or any member of such person’s immediate family, shall purchase any Security in an Initial Public Offering;
 
  (f)   No Access Person, including an Investment Person, shall, without the express prior approval of the Chief Compliance Officer, acquire any Security in a private placement, and if a private placement Security is acquired, such Access Person must disclose that investment when he/she becomes aware of the Adviser’s subsequent consideration of any investment in that issuer, and in such circumstances, an independent review shall be conducted by the Chief Compliance Officer;
 
  (g)   No Access Person, including an Investment Person, shall accept any gifts or anything else of more than a de minimis value from any person or entity that does business with or on behalf of Adviser or any of the Funds/and or other advisory accounts of the Adviser. For purposes hereof, “de minimis value” shall mean a value of less than $100, or such higher amount as may be set forth in NASD Conduct Rule 3060 from time to time. Furthermore, all gifts to consultants and other decision-makers for client accounts must be reasonable in

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      value and must be pre-approved by the Managing Principal, Marketing and Client Services and the Chief Compliance Officer before distribution;
  (h)   No Access Person, including an Investment Person, may make political contributions for the purpose of obtaining or retaining advisory contracts with government entities. In addition, no Access Person, including an Investment Person, may consider the Adviser’s current or or anticipated business relationships as a factor in soliciting political or charitable contributions; and
 
  (i)   No Access Person, including an Investment Person, may serve on the Board of Directors or Trustees of a publicly-traded corporation or business entity without the prior written approval of the Chief Compliance Officer. Prior written approval of the Chief Compliance Officer is also required in the following two (2) additional scenarios:
    Advisory Committee positions of any business entity where the members of the committee have the ability or authority to affect or influence the selection of investment managers or the selection of the investment of the entity’s operating, endowment, pension or other funds.
 
    Positions on the Board of Directors, Trustees or any Advisory Committee of a PIM client or any potential client who is actively considering engaging PIM’s investment advisory services.
     7.  Access Person Trading Exceptions . Notwithstanding the prohibitions of Section 5 hereof, an Access Person is permitted to purchase or sell any Security within five (5) business days of the purchase or sale of that Security by the Funds/and or other advisory accounts of the Adviser if:
  (a)   the purchase or sale of the Security by the Access Person is not contrary to the purchase or sale of the Security by the Funds/and or other advisory accounts of the Adviser ( e.g. , the sale of a Security after a Funds/and or other advisory accounts of the Adviser purchases the Security); and
 
  (b)   the purchase or sale of the Security is grouped together with the purchase or sale of the Security for the Adviser’s managed accounts, including the Funds, that are purchasing or selling the Security; or
 
  (c)   the purchase or sale of the Security is approved or allocated to the Access Person’s account only after the Adviser’s managed accounts, including the Funds, have each received their full allocation of the Security purchased or sold on that day.
          In addition, if the Access Person’s transaction is contrary to the purchase or sale of the Security by the Funds/and or other advisory accounts of the Adviser (e.g., the Access Person wants to buy a Security the Funds or other advisory accounts are selling or trimming), the Access Person may still enter into the transaction if, and only if , the Access Person’s transaction meets the following criteria: (a) the Access Person is not an Investment Person, a person in a Control Relationship with the Adviser, or the analyst or trader who is directly responsible for the Security which is the subject of the transaction, (b) the number of shares involved in the Access

8

 

Exhibit (p)(xxi)
State Street Global Advisors
SSgA Funds Management, Inc.
 
Code of Ethics
 
 
 
 
October 2005

 


 

Table of Contents
         
I. Introduction
    1  
II. Applicability
    1  
III. Key Definitions
    2  
Beneficial Ownership
    2  
Covered Securities
    2  
IV. Pre-Clearance of Personal Securities Transactions
    3  
V. Restrictions
    4  
Blackout Periods
    4  
Initial Public Offerings and Private Placements
    4  
Options
    4  
Mutual Funds
    5  
Short-Term Trading and Other Restrictions
    5  
VI. Reporting Requirements
    5  
VII. Standard of Conduct
    8  
Personal Trading
    8  
Protecting Confidential Information
    8  
Gifts and Entertainment
    9  
Service as a Director/Outside Employment and Activities
    10  
VIII. Sanctions
    10  

 


 

I. INTRODUCTION
The Code of Ethics (the “Code”) is designed to reinforce State Street Global Advisors’ (“SSgA’s”)/SSgA Funds Management, Inc.’s (“SSgA FM’s”) reputation for integrity by avoiding even the appearance of impropriety in the conduct of our business. The Code sets forth procedures and limitations which govern the personal securities transactions of every SSgA/SSgA FM employee.
SSgA/SSgA FM and our employees are subject to certain laws and regulations governing personal securities trading. We have developed this Code to promote the highest standards of behavior and ensure compliance with applicable laws. In addition to the provisions outlined in this document, employees in SSgA’s Global Offices may be subject to different or additional requirements provided by their local Compliance Officer.
Employees should be aware that they may be held personally liable for any improper or illegal acts committed during their course of employment, and that “ignorance of the law” is not a defense. Employees may be subject to civil penalties such as fines, regulatory sanctions including suspensions, as well as criminal penalties.
Employees must read the Code and comply with it. Failure to comply with the provisions of the Code may result in serious sanctions including, but not limited to: disgorgement of profits, dismissal, substantial personal liability and referral to law enforcement agencies or other regulatory agencies. Employees should retain a copy of the Code in their records for future reference. Any questions regarding the Code should be directed to the Compliance and Risk Management Group or your local Compliance Officer.
General Principles
Each SSgA/SSgA FM employee is responsible for maintaining the very highest ethical standards when conducting business. More specifically, this means:
  Each employee has a duty at all times to place the interests of our clients first;
 
  All personal securities transactions must be conducted consistent with the Code and in such a manner as to avoid any actual or potential conflict of interest or other abuse of the employee’s position of trust and responsibility; and
 
  No employee should take inappropriate advantage of his/her position or engage in any fraudulent or manipulative practice with respect to our clients’ accounts.
II. APPLICABILITY
SSgA/SSgA FM Employees
This Code is applicable to all SSgA and SSgA FM employees. This includes full-time, part-time, benefited and non-benefited, and exempt and non-exempt employees. Additionally, each new employee’s offer letter will include a copy of the Code of Ethics and a statement advising the

 


 

individual that he/she will be subject to the Code of Ethics if he/she accepts the offer of employment. If, outside the U.S., due to local employment practices it is necessary to modify this approach then the offer letters will be revised in accordance with local law.
Family Members and Related Parties
The Code applies to the accounts of the employee, his/her spouse or domestic partner, his/her minor children, his/her adult children living at home, and any relative, person or entity for whom the employee directs the investments. Joint accounts will also need to be included if an SSgA/SSgA FM employee is one of the joint account holders.
Contractors and Consultants
Each SSgA/SSgA FM contractor/consultant/temporary employee contract will include the Code as an addendum, and each contractor/consultant/temporary employee will be required to sign an acknowledgement that he/she has read the Code and will abide by it except for the pre-clearance and reporting provisions.
Investment Clubs
An employee who is a member of an investment club is subject to the pre-clearance and reporting requirements of the Code with respect to the transactions of the investment club. Additionally, memberships in Investment Clubs will require prior approval of the Compliance and Risk Management Group.
III. KEY DEFINITIONS
BENEFICIAL OWNERSHIP
For purposes of the Code, “Beneficial Ownership” shall be interpreted in the same manner as it would be in Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 (“Exchange Act”) in determining whether a person is subject to the provisions of Section 16 under the Exchange Act and the rules and regulations thereunder.
COVERED SECURITIES
For purposes of the Code, “Security” shall have the meaning set forth in Section 2(a)(36) of the Investment Company Act of 1940 (“1940 Act”). This definition of “Security” includes, but is not limited to: any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificates of interest or participation in any profit-sharing agreement, any put, call, straddle, option or privilege on any Security or on any group or index of Securities, or any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency. Further, for the purpose of the Code, “Security” shall include any commodity contracts as defined in Section 2(a)(1)(A) of the Commodity Exchange Act. This definition includes but is not limited to futures contracts on equity indices.
Covered securities will also include exchange traded funds (“ETFs”) advised or sub-advised by SSgA/SSgA FM or any equivalents in local non-US jurisdictions, single stock futures and both the U.S. Securities and Exchange Commission (“SEC”) and Commodity Futures Trading Commission (“CFTC”) regulated futures.

 


 

“Security” shall not include direct obligations of the government of the United States or any other sovereign country or supra-national agency, bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, variable and fixed insurance products, and interests in IRC Section 529 plans.
IV. PRE-CLEARANCE OF PERSONAL SECURITIES TRANSACTIONS
Unless the investment type is exempted for pre-clearance purposes, all employees must request and receive pre-clearance prior to engaging in the purchase or sale of a security. Although a request may need to be pre-cleared, it may be subject to the de minimis exception which would permit a trade to be automatically pre-approved due to its size. All pre-clearance requests will be made by submitting a Pre-Trade Authorization Form (“PTAF”) via the Code of Ethics Compliance system.
Pre-clearance approval is only good until midnight local time of the day when approval is obtained. “Good-till-cancelled” orders are not permitted. “Limit” orders must receive pre-clearance every day the order is open.
As there could be many reasons for pre-clearance being granted or denied, employees should not infer from the pre-clearance response anything regarding the security for which pre-clearance was requested.
De Minimis Exception
Employee transactions effected pursuant to the de minimis exception remain subject to the pre-clearance and reporting requirements of the Code. A “de minimis transaction” is a personal trade that meets the following conditions: A transaction of less than US $30,000 or the local country equivalent, 2,000 shares or units, and not more than 1% of the average daily trading volume in the security for the preceding 5 trading days.
Exempted Securities
Pre-clearance by employees is not required for the following transactions:
  Transactions made in an account where the employee pursuant to a valid legal instrument has given full investment discretion to an unaffiliated/unrelated third party;
 
  Purchases or sales of direct obligations of the government of the United States or other sovereign government or supra-national agency, high quality short-term debt instruments, bankers acceptances, certificates of deposit (“CDs”), commercial paper, repurchase agreements, and securities issued by open-end investment companies (e.g., mutual funds) not advised or sub-advised by SSgA/SSgA FM;
 
  Automatic investments in programs where the investment decisions are non-discretionary after the initial selections by the account owner (although the initial selection requires pre-clearance);
 
  Investments in dividend reinvestment plans;
 
  Purchases or sales of variable and fixed insurance products and IRC Section 529 plans;

 


 

  Exercised rights, warrants or tender offers;
 
  General obligation municipal bonds, transactions in Employee Stock Ownership Programs (“ESOPs), and Share Builder and similar services; and
 
  Securities received via a gift or inheritance.
State Street Stock
Except as permitted in the following paragraph, any discretionary purchase or sale (including the exercising of options) of State Street stock, including shares in a 401(k) plan, needs to be pre-cleared subject to the de minimis requirements. This does not affect the current policy where an employee may trade State Street stock (“STT”) or exercise options obtained pursuant to employee compensation plans on a specific day pursuant to State Street corporate policy.
Because STT stock may only be purchased on behalf of SSgA and SSgA FM clients following index investment objectives, employees may trade shares in STT or exercise options obtained pursuant to employee compensation plans above the de minimis requirements during certain trading windows established by STT (generally, from the third through the twelfth business day after the quarterly earnings release by the Corporation). Employees will be notified via e-mail when this period commences. During this period, all employees remain subject to the Insider Trading and Tipping rules in the Code of Ethics and Standard of Conduct.
V. RESTRICTIONS
BLACKOUT PERIODS
Subject to the de minimis exception, employees may not trade in a covered security on any day that a client account/fund has a pending buy or sell order in the same covered security.
In addition, subject to the de minimis exception, an employee may not buy or sell a security that a client account/fund has traded within 7 calendar days on either side of the fund’s/ account’s execution date.
INITIAL PUBLIC OFFERINGS AND PRIVATE PLACEMENTS
Employees are prohibited from acquiring securities through an allocation by the underwriter of an initial public offering (“IPO”). There is an exception for a situation where the spouse/domestic partner, with prior written disclosure to and written approval from a Senior Compliance Officer in the office where the staff member is principally employed, could acquire shares in an IPO of his/her employer.
In addition, employees are prohibited from purchasing securities in a private offering unless the purchase is approved in writing by a Senior Compliance Officer. Private placements include certain co-operative investments in real estate, commingled investment vehicles such as hedge funds, and investments in family owned businesses. Time-shares and cooperative investments in real estate used as a primary or secondary residence are not considered to be private placements.
OPTIONS

 


 

Employees are prohibited from buying or selling options. There is an exception for employees who have received options from a prior employer. In those instances, the exercising or selling of options received from the prior employer is subject to the pre-clearance and reporting requirements of this Code.
MUTUAL FUNDS
SSgA/SSgA FM employee investments in any mutual funds that are advised or sub-advised by SSgA FM or certain affiliates are subject to a ninety (90) calendar day holding period. These transactions are also subject to the pre-clearance and reporting requirements of this Code.
The current list of SSgA FM and certain affiliates’advised and sub-advised mutual funds is maintained by the Compliance and Risk Management Group and is located on the Code of Ethics Intranet page. Investments in money market funds or short-term income funds advised or sub-advised by SSgA FM are exempt from these requirements.
SHORT-TERM TRADING AND OTHER RESTRICTIONS
The following restrictions apply to all securities transactions by employees:
  Short-Term Trading. Employees are prohibited from the purchase and sale or sale and purchase of the same securities within sixty (60) calendar days. Mutual funds advised or sub-advised by SSgA FM or certain affiliates are subject to a ninety (90) day holding period.
 
  Excess Trading. While active personal trading may not in and of itself raise issues under applicable laws and regulations, we believe that a very high volume of personal trading can be time consuming and can increase the possibility of actual or apparent conflicts with portfolio transactions. Accordingly, an unusually high level of personal trading activity is strongly discouraged and may be monitored by the Compliance and Risk Management Group to the extent appropriate for the category of person, and a pattern of excessive trading may lead to the taking of appropriate action under the Code.
 
  Front Running. Employees may not engage in “front running,” that is, the purchase or sale of securities for their own accounts on the basis of their knowledge of SSgA’s/SSgA FM’s trading positions or plans.
 
  Material Nonpublic Information. Employees possessing material nonpublic information regarding any issuer of securities must refrain from purchasing or selling securities of that issuer until the information becomes public or is no longer considered material.
 
  Shorting of Securities. Employees may not engage in the practice of shorting securities.
VI. REPORTING REQUIREMENTS
All Securities are subject to the reporting requirements of the Code except the following:
  Direct Obligations of any sovereign government or supra-national agency;
 
  Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

 


 

  Shares issued by open-end mutual funds and ETFs not advised or sub-advised by SSgA FM or certain affiliates;
 
  Investments in dividend reinvestment plans; and
 
  Variable and fixed insurance products and IRC Section 529 plans.
IRC 401(k) plans are also exempt from the reporting requirements except: (i) self-directed brokerage accounts and (ii) investments in State Street stock. Employees must report holdings of or transactions in ESOPs or pension or retirement plans if they have a direct or indirect Beneficial Ownership interest in any Covered Securities held by the plan.
Additionally, securities received via a gift or inheritance are required to be reported, but are not subject to the pre-clearance requirements of the Code.
a.  Initial Holdings Reports
Within ten (10) calendar days of being hired by SSgA/SSgA FM, each employee must provide the Compliance and Risk Management Group with a statement of all securities holdings and brokerage accounts. More specifically, each employee must provide the following information:
    The title, number of shares and principal amount of each Security in which the employee had any direct or indirect Beneficial Ownership when the person became an employee;
 
    The name of any broker, dealer or bank with whom the employee maintained an account in which any securities were held for the direct or indirect benefit of the employee as of the date the person became an employee; and
 
    The date the report is submitted by the employee.
b.  Duplicate Statements and Confirmations
Upon SSgA/SSgA FM employment and for any accounts opened during employment, an employee must instruct his/her broker-dealer, trust account manager or other entity through which he/she has a securities trading account to send directly to our Compliance and Risk Management Group:
    Trade confirmation summarizing each transaction; and
 
    Periodic statements.
This applies to all accounts in which an employee has direct or indirect Beneficial Ownership. A sample letter with the Compliance address is located on the Code of Ethics Intranet page.
c.  Quarterly Transaction Reports

 


 

Each employee is required to submit quarterly his/her Quarterly Securities Report within ten (10) calendar days of each calendar quarter end to the Compliance and Risk Management Group. The form for making this report will be provided to each employee on a quarterly basis.
Specific information to be provided includes:
  1.   With respect to any transaction during the quarter in a Security in which any employee had any direct or indirect Beneficial Ownership:
 
    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;
 
    The nature of the transaction, (i.e., purchase, sale, or other type of acquisition or disposition);
 
    The price of the Security at which the transaction was effected;
 
    The name of the broker, dealer or bank with or through which transaction was effected; and
 
    The date that the report is submitted by the employee.
 
  2.   With respect to any account established by the employee in which any securities were held during the quarter for the direct or indirect benefit of the employee:
 
    The name of the broker, dealer, or bank with whom the employee established the account;
 
    The date the account was established; and
 
    The date the report is submitted by the employee.
d.  Annual Holdings Reports
Each employee is required to submit annually (i.e., once each and every calendar year) a list of holdings, which is current as of a date no more than thirty (30) days before the report is submitted. In addition, each employee is required to certify annually that he/she has reviewed and understands the provisions of the Code. The forms for making these reports will be provided to each employee on an annual basis.
Specific information to be provided includes:
    The title, number of shares and principal amount of each Covered Security in which the employee had any direct or indirect beneficial ownership;
 
    The name of any 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; and
 
    The date that the report is submitted by the employee.
VII. STANDARD OF CONDUCT
PERSONAL TRADING
All State Street employees, including SSgA/SSgA FM employees, are required to follow the provisions outlined in State Street Corporation’s Corporate Standard of Conduct. The Standard of Conduct includes a policy on Personal Trading which all State Street employees must follow in addition to any additional personal trading policies implemented by their business areas. The policy includes the following list of provisions:
  Employees will not buy or sell securities (or recommend their purchase or sale) based upon “inside information.”
 
  Employees will not sell State Street securities short.
 
  Employees will not engage in options trading or hedging transactions in State Street securities.
 
  Employees will not sell the securities of a customer short when we, as individual employees, are directly responsible for providing services to that customer.
 
  Employees will not buy options in the securities of a customer (unless conducted as part of a hedging strategy) when we, as individual employees, are directly responsible for providing services to that customer.
 
  Employees will not purchase securities of an issuer when State Street is involved in the underwriting or distribution of the securities.
 
  Employees will not buy or sell securities based upon our knowledge of the trading position or plans of State Street or a customer.
 
  Employees will not buy or sell securities based upon anticipated research recommendations. (Employees are required to wait at least 3 business days following public dissemination of a recommendation made by State Street prior to making a personal trade. Some business units may impose a longer restriction period.)
 
  Employees will not use their influence as State Street employees to accept preferential treatment from an issuer or broker with respect to an investment opportunity, nor from a broker with respect to the fees charged in relation to conducting a personal securities transaction.
 
  Employees will not originate a rumor nor participate in the circulation of one concerning any publicly traded security, particularly the securities of State Street or any customer of State Street.
 
  Employees allow trading of customer accounts and for State Street’s own account to precede personal trades if the personal trades could affect the market price of a security.
 
  Employees will not invest in the securities of a supplier or vendor to State Street, if they as individual employees, have substantial responsibility for representing State Street in its relationship with that firm.
PROTECTING CONFIDENTIAL INFORMATION
Employees may receive information about SSgA/SSgA FM, State Street Bank & Trust Company, State Street Corporation, their clients and other parties that, for various reasons, should be treated as confidential. All employees are expected to strictly comply with measures necessary to preserve the confidentiality of the information.

 


 

Insider Trading and Tipping
The misuse of material nonpublic information, or inside information, constitutes a fraud under the securities laws of the United States and many other countries. Fraudulent misuse of inside information includes buying or selling securities while in possession of material nonpublic information for an employee or employee-related account, a proprietary account or for the account of any client. Fraudulent misuse of inside information also includes disclosing or tipping such information to someone else who then trades on it, or using such information as a basis for recommending the purchase or sale of a security. Information is material when it has market significance and there is a likelihood that a reasonable investor would consider the information important in deciding whether to buy or sell the securities of the company involved. It is nonpublic if it has not been broadly disseminated.
In no event, may any employee who receives inside information use that information to trade or recommend securities affected by such information for personal benefit, the benefit of SSgA/SSgA FM or any affiliate or the benefit of a third party. More specifically:
  No employee may, while in possession of inside information affecting a security, purchase or sell such security for the account of such employee, a client or any other person or entity.
 
  No employee may disclose inside information to any person outside of SSgA/SSgA FM. However, discussions with legal counsel and disclosures authorized by the client in furtherance of a related project or transaction are permitted.
 
  No employee may recommend or direct the purchase from or sale of a security to anyone while in the possession of inside information, however obtained .
GIFTS AND ENTERTAINMENT
All employees are required to follow the Corporate Standard of Conduct’s Gifts and Entertainment Policy. The policy includes the following provisions:
  Employees should avoid any excessive or disreputable entertainment that would reflect unfavorably on State Street;
 
  Employees do not offer or accept cash or its equivalent as a gift;
 
  Employees recognize that promotional gifts such as those that bear the logo of a company’s name or that routinely are made available to the general public are generally acceptable business gifts;
 
  Employees fully, fairly and accurately account on the books and records of State Street for any expense associated with a gift or entertainment; and
 
  Employees do not accept any gift or bequest under a will or trust from a customer of State Street.
For purposes of the SSgA/SSgA FM Code, the gifts and entertainment limit will be $250.00 or the local equivalent. In order for an employee to accept a gift above the limit, he/she must obtain prior written approval from his/her manager and provide a copy of the approval to the Chief Compliance Officer.

 


 

SERVICE AS A DIRECTOR/OUTSIDE EMPLOYMENT AND ACTIVITIES
All employees are required to comply with the Corporate Standard of Conduct’s Conflicts from Outside Activities Policy. The policy includes the following provisions:
  Employees are to avoid any business activity, outside employment or professional service that competes with State Street or conflicts with the interests of State Street or its customers.
 
  An employee is required to obtain the approval of his/her Area Executive before becoming a director, officer, employee, partner or sole proprietor of a “for profit” organization. The request for approval should disclose the name of the organization, the nature of the business, whether any conflicts of interest could reasonably result from the association, whether fees, income or other compensation will be earned and whether there are any relationships between the organization and State Street. The request for approval along with the preliminary approval of the Area Executive is subject to the final review and approval of the State Street General Counsel and the Chief Executive Officer.
 
  Employees do not accept any personal fiduciary appointments such as administrator, executor or trustee other than those arising from family or other close personal relationships.
 
  Employees do not use State Street resources, including computers, software, proprietary information, letterhead and other property in connection with any employment or other activity outside State Street.
 
  Employees disclose to their Area Executive any situation that could present a conflict of interest or the appearance of a conflict with State Street and discuss how to control the risk.
When completing their annual certification acknowledging receipt and understanding of the Code of Ethics, SSgA/SSgA FM employees will be asked to disclose all outside affiliations. Any director/trustee positions with public companies or companies likely to become public are prohibited without prior written approval from the employees’ Area Executive.
VIII. SANCTIONS
Upon discovering a violation of this Code by an employee or his/her family member or related party, the Code of Ethics Review Committee may impose such sanctions as it deems appropriate, including, among other things, the following:
  A letter of censure to the violator;
 
  A monetary fine levied on the violator;
 
  Suspension of the employment of the violator;
 
  Termination of the employment of the violator;
 
  Civil referral to the SEC or other civil regulatory authorities determined by SSgA/SSgA FM; or
 
  Criminal referral — determined by SSgA/SSgA FM.
Examples of possible sanctions include, but are not limited to:
  A warning letter, with a cc: to the employee’s manager, for a first time pre-clearance or reporting violation;
 
  Monetary fines and disgorgement of profits when an employee profits on the purchase of a security he/she should not purchase; and
 
  Recommendation for suspension or termination if an employee is a serial violator of the Code.

 


 

Appeals Process
If an employee decides to appeal a sanction, he/she should contact Human Resources.

 

 

Exhibit 99(p)(xxii)
FRANKLIN TEMPLETON INVESTMENTS
CODE OF ETHICS
(pursuant to Rule 17j-1 of the Investment Company Act of 1940
and Rule 204A-1 of the Investment Advisers Act of 1940)
AND
POLICY STATEMENT ON INSIDER TRADING
Revised May 2006
TABLE OF CONTENTS
         
CODE OF ETHICS
    3  
         
PART 1 - Statement of Principles
    3  
PART 2 - Purpose of the Code and Consequences of Non-compliance
    5  
PART 3 - Compliance Requirements
    6  
PART 4 - Reporting Requirements for Code of Ethics Persons (excluding Independent Directors of the Funds and of FRI)
    16  
PART 5 - Pre-clearance Requirements Applicable to Access Persons (excluding Independent Directors of the Funds) and Portfolio Persons
    19  
PART 6 – Requirements for Independent Directors of the Funds
    23  
PART 7 - Penalties for Violations of the Code
    25  
PART 8 - A Reminder about the Franklin Templeton Investments Insider Trading Policy
    27  
PART 9 - Foreign Country Supplements (Canada)
    28  
         
APPENDIX A:COMPLIANCE PROCEDURES AND DEFINITIONS
    30  
         
I. Responsibilities of Each Designated Compliance Officer
    31  
II. Definitions of Important Terms
    38  
         
APPENDIX B:ACKNOWLEDGEMENT FORM AND SCHEDULES
    41  
         
Acknowledgment Form
    42  
SCHEDULE A: Legal and Compliance Officers Code of Ethics Administration Dept. Contact Info
    43  
SCHEDULE B: Quarterly Transactions Report
    44  
SCHEDULE C: Initial & Annual Disclosure of Brokerage Accounts, Securities Holdings and Discretionary Authority
    45  
SCHEDULE D: NOTIFICATION OF SECURITIES ACCOUNT
    47  
SCHEDULE E: Notification of Direct or Indirect Beneficial Interest
    48  
SCHEDULE F: Checklist for Investments in Partnerships and Securities Issued in Limited Offerings (Private Placements)
    49  
SCHEDULE G: Request for Approval to Serve as a Director
    51  
         
APPENDIX C: INVESTMENT ADVISOR AND BROKER-DEALER AND OTHER SUBSIDIARIES OF FRANKLIN RESOURCES, INC. – APRIL 2006
    52  
         
APPENDIX D: FRANKLIN RESOURCES, INC. CODE OF ETHICS AND BUSINESS CONDUCT
    53  
         
POLICY STATEMENT ON INSIDER TRADING
    65  
A. Legal Requirement
    65  
B. Who is an Insider?
    65  
C. What is Material Information?
    65  
D. What is Non-Public Information?
    66  

1


 

         
E. Basis for Liability
    66  
F. Penalties for Insider Trading
    66  
G. Insider Trading Procedures
    67  
H. General Access Control Procedures
    68  
         
FAIR DISCLOSURE POLICIES AND PROCEDURES
    69  
         
A. What is Regulation FD?
    69  
B. FTI’s Corporate Policy for Regulation FD
    69  
C. General Provisions of Regulation FD
    69  
D. Persons to whom selective disclosure may not be made:
    70  
E. Exclusions from Regulation FD
    70  
F. Methods of Public Disclosure:
    71  
G. Training
    71  
H. Reporting Consequences
    71  
I.Questions
    71  
J.Frequently Asked Questions
    71  
K.Supplemental Information – SECs Division of Corporate Finance
    73  
         
SUPPLEMENTAL MEMORANDUM ON CHINESE WALL POLICY
    78  

2


 

CODE OF ETHICS
          The Code of Ethics (the “Code”) and Policy Statement on Insider Trading (the “Insider Trading Policy”), including any supplemental memoranda is applicable to all officers, directors, employees and certain designated temporary employees (collectively, “Code of Ethics Persons”) of Franklin Resources, Inc. (“FRI”), all of its subsidiaries, and the funds in the Franklin Templeton Group of Funds (the “Funds”) (collectively, “Franklin Templeton Investments”). The subsidiaries listed in Appendix C of the Code, together with Franklin Resources, Inc. and the Funds, have adopted the Code and Insider Trading Policy.
          The Code summarizes the values, principles and business practices that guide Franklin Templeton Investments’ business conduct, provides a set of basic principles for Code of Ethics Persons regarding the conduct expected of them and also establishes certain reporting requirements applicable to Supervised and Access Persons (defined below). It is the responsibility of all Code of Ethics Persons to maintain an environment that fosters fairness, respect and integrity. Code of Ethics Persons are expected to seek the advice of a supervisor or the Code of Ethics Administration Department with any questions on the Code and/or the Insider Trading Policy.
          In addition to this Code, the policies and procedures prescribed under the Code of Ethics and Business Conduct adopted by Franklin Resources, Inc. are additional requirements that apply to certain Code of Ethics Persons. Please see Appendix D for the full text of the Code of Ethics and Business Conduct. Executive Officers, Directors and certain other designated employees of FRI will also be subject to additional requirements with respect to the trading of the securities of FRI (i.e. BEN shares).
PART 1 — Statement of Principles
          All Code of Ethics Persons are required to conduct themselves in a lawful, honest and ethical manner in their business practices. Franklin Templeton Investments’ policy is that the interests of its Funds’ shareholders and clients are paramount and come before the interests of any Code Of Ethics Person.

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          The personal investing activities of Code of Ethics Persons must be conducted in a manner to avoid actual or potential conflicts of interest with Fund shareholders and other clients of any Franklin Templeton adviser.
          Code of Ethics Persons shall use their positions with Franklin Templeton Investments and any investment opportunities they learn of because of their positions with Franklin Templeton Investments in a manner consistent with applicable Federal Securities Laws and their fiduciary duties to use such opportunities and information for the benefit of the Funds’ shareholders and clients.
          Information concerning the identity of security holdings and financial circumstances of Funds and other clients is confidential and all Code of Ethics Persons must vigilantly safeguard this sensitive information.
          Lastly, Code of Ethics Persons shall not, in connection with the purchase or sale of a security, including any option to purchase or sell, and any security convertible into or exchangeable for, any security that is “held or to be acquired” by a Fund:
  A.   employ any device, scheme or artifice to defraud a Fund;
 
  B.   make to a Fund any untrue statement of a material fact or omit to state to a 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 operates or would operate as a fraud or deceit upon a Fund; or
 
  D.   engage in any manipulative practice with respect to a Fund.
          A security is “held or to be acquired” if within the most recent 15 days it (i) is or has been held by a Fund, or (ii) is being or has been considered by a Fund or its investment adviser for purchase by the Fund.

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PART 2 — Purpose of the Code and Consequences of Non-compliance
          It is important that you read and understand the Code because its purpose is to help all of us comply with the law and to preserve and protect the outstanding reputation of Franklin Templeton Investments.
          Any violation of the Code or Insider Trading Policy including engaging in a prohibited transaction or failure to file required reports may result in disciplinary action, up to and including termination of employment and/or referral to appropriate governmental agencies.
          All Code of Ethics Persons must report violations of the Code and the Insider Trading Policy whether committed by themselves or by others promptly to their supervisor or the Code of Ethics Administration Department. If you have any questions or concerns about compliance with the Code or Insider Trading Policy you are encouraged to speak with your supervisor or the Code of Ethics Administration Department. In addition, you may call the Compliance and Ethics Hotline at 1-800-636-6592. Calls to the Compliance and Ethics Hotline may be made anonymously. Franklin Templeton Investments will treat the information set forth in a report of any suspected violation of the Code or Insider Trading Policy in a confidential manner and will conduct a prompt and appropriate evaluation and investigation of any matter reported. Code of Ethics Persons are expected to cooperate in investigations of reported violations. To facilitate employee reporting of violations of the Code or Insider Trading Policy, Franklin Templeton Investments will not allow retaliation against anyone who has made a report in good faith.

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PART 3 — Compliance Requirements
3.1 Who Is Covered by the Code and How Does It Work?
     The Statement of Principles contained in the Code and the policies and procedures prescribed under the Code of Ethics and Business Conduct contained in Appendix D must be observed by all Code of Ethics Persons. All officers, directors, employees and certain designated temporary employees of Franklin Templeton Investments are Code of Ethics Persons. However, depending on which of the categories described below that you are placed, there are different types of restrictions and reporting requirements placed on your personal investing activities. The category in which you will be placed generally depends on your job function, although unique circumstances may result in your placement in a different category. If you have any questions regarding which category you are a member of and the attendant responsibilities, please contact the Code of Ethics Administration Department.
  (1)   Supervised Persons : Supervised persons are a U.S. registered investment adviser’s partners, officers, directors (or other persons occupying a similar status or performing similar functions), and employees, as well as any other person who provides advice on behalf of the adviser and are subject to the supervision and control of the adviser.
 
  (2)   Access Persons: Access Persons are those persons who: have access to nonpublic information regarding Funds’ or clients’ securities transactions; or are involved in making securities recommendations to Funds or clients; or have access to recommendations that are nonpublic; or have access to nonpublic information regarding the portfolio holdings of Reportable Funds. Examples of “ access to nonpublic information” include having access to trading systems, portfolio accounting systems, research databases or settlement information. Thus, Access Persons are those people who are in a position to exploit information about Funds’ or clients’ securities transactions or holdings. Administrative, technical and clerical personnel may be deemed Access Persons if their functions or duties give them access to such nonpublic information.
 
      The following are some of the departments, which would typically (but not exclusively) include Access Persons. Please note however that whether you are an Access Person is based on an analysis of the types of information that you have access to and the determination will be made on a case-by-case basis:
    fund accounting;
 
    futures associates;
 
    global compliance;
 
    portfolio administration;
 
    private client group/high net worth; and
 
    anyone else designated by the Director of Global Compliance and/or the Chief Compliance Officer.

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      In addition, you are an Access Person if you are any of the following:
    an officer or director of the Funds;
 
    an officer or director of an investment advisor or broker-dealer subsidiary of Franklin Templeton Investments; or
 
    a person that controls those entities
      Note: Under this definition, an independent director of FRI would not be considered an Access Person.
 
  (3)   Portfolio Persons: Portfolio Persons are a subset of Access Persons and are those employees of Franklin Templeton Investments, who, in connection with his or her regular functions or duties, makes or participates in the decision to purchase or sell a security by a Fund or any other client or if his or her functions relate to the making of any recommendations about those purchases or sales. Portfolio Persons include:
    portfolio managers;
 
    research analysts;
 
    traders;
 
    employees serving in equivalent capacities (such as Futures Associates);
 
    employees supervising the activities of Portfolio Persons; and
 
    anyone else designated by the Director of Global Compliance and/or the Chief Compliance Officer.
  (4)   Non-Access Persons: If you are an employee or temporary employee of Franklin Templeton Investments AND you do not fit into any of the above categories, you are a Non-Access Person. Because you do not receive nonpublic information about Fund/Client portfolios, you are subject only to the prohibited transaction provisions described in 3.4 of the Code, the Statement of Principles and the Insider Trading Policy and the policies and procedures prescribed under the FRI Code of Ethics and Business Conduct. The independent directors of FRI are Non-Access Persons.
     You will be notified about which of the category(ies) you are considered to be a member of at the time you become affiliated with Franklin Templeton Investments and also if you become a member of a different category.
     As described further below, the Code prohibits certain types of transactions and requires pre-clearance and reporting of others. Non-Access Persons and Supervised Persons do not have to pre-clear their security transactions, and, in most cases, do not have to report their transactions. Independent Directors of the Funds also need not pre-clear or report on any securities transactions unless they knew, or should have known that, during the 15-day period before or after the transaction, the security was purchased or sold or considered for purchase or sale by a Fund. However, personal investing activities of all Code of Ethics Persons are to be conducted in compliance with the prohibited transactions provisions contained in Section 3.4, the

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Statement of Principles, the Insider Trading Policy, the FRI Code of Ethics and Business Conduct Code and all other applicable policies and procedures.
3.2 What Accounts and Transactions Are Covered?
     The Code covers:
     1.  Securities accounts/transactions in which you have direct or indirect beneficial ownership.
     You are considered to have “beneficial ownership” of a security if you, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, have or share a direct or indirect economic interest in a security. There is a presumption that you have an economic interest in securities held or acquired by members of your immediate family sharing the same household. Thus, a transaction by or for the account of your spouse, or other immediate family member living in your home would be treated as though the transaction were your own.
     2.  Transactions for an account in which you have an economic interest (other than the account of an unrelated client for which advisory fees are received) and have or share investment control.
     For example, if you invest in a corporation that invests in securities and you have or share control over its investments, that corporation’s securities transactions would generally be treated as though they were your own.
     3.  Securities in which you do not have an economic interest (that are held by a partnership, corporation, trust or similar entity) however, you either have control of such entity, or have or share control over its investments.
     For example, if you were the trustee of a trust or foundation but you did not have an economic interest in the entity (i.e., you are not the trustor (settlor) or beneficiary) the securities transactions would be treated as though they were your own if you had voting or investment control of the trust’s assets or you had or shared control over its investments.
Accordingly, each time the words “you” or “your” are used in this document, they apply not only to your personal transactions and accounts, but to all the types of accounts and transactions described

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above . If you have any questions as to whether a particular account or transaction is covered by the Code, please contact the Code of Ethics Administration Department 650-312-3693 (ext. 23693) for guidance.
3.3 What Securities Are Exempt From the Code of Ethics?
     You do not need to pre-clear or report transactions in the following types of securities:
  (1)   direct obligations of the U.S. government (i.e. securities issued or guaranteed by the U.S. government such as Treasury bills, notes and bonds including U.S. savings bonds and derivatives thereof);
 
  (2)   money market instruments – banker’s acceptances, bank certificates of deposits, commercial paper, repurchase agreements and other high quality short-term debt instruments;
 
  (3)   shares of money market funds;
 
  (4)   shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds.
 
  (5)   shares issued by U.S. registered open-end funds (I.E. mutual funds) other than Reportable Funds”
     Transactions in the types of securities listed above are also exempt from: (i) the prohibited transaction provisions contained in Section 3.4; (ii) the additional requirements applicable to Portfolio Persons; and (iii) the applicable reporting requirements contained in Part 4.
3.4 Prohibited Transactions and Transactions Requiring Pre-approval for Code of Ethics Persons
      A. “ Intent” Is Important
     The transactions described below comprise a non-exclusive listing of those transactions that have been determined by the courts and the SEC to be prohibited by law. These types of transactions are a violation of the Statement of Principles and are prohibited. It should be noted that pre-clearance, which is a cornerstone of our compliance efforts, cannot detect inappropriate or illegal transactions, which are by their definition dependent upon intent. Therefore, personnel of the Code of Ethics Administration Department can assist you with compliance with the Code however, they cannot guarantee any particular transaction complies with the Code or any applicable law. The fact that your proposed transaction receives pre-clearance may not provide a full and complete defense to an accusation of a violation of the Code or of any laws. For example, if you executed a transaction for which you received pre-clearance, or if the transaction was exempt from pre-clearance (e.g., a transaction for 500 shares or less), that would not preclude a subsequent finding that front-

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running or scalping occurred because such activity is dependent upon your intent. In other words, your intent may not be able to be detected or determined when a particular transaction request is analyzed for pre-clearance, but can only be determined after a review of all the facts.
     In the final analysis, adherence to the principles of the Code remains the responsibility of each person effecting personal securities transactions.
      B.  Code Of Ethics Persons — Prohibitions and Requirements
           1. Front running: Trading Ahead of a Fund or Client
     You shall not front-run any trade of a Fund or client. The term “front run” means knowingly trading before a contemplated transaction by a Fund or client of any Franklin Templeton adviser, whether or not your trade and the Fund’s or client’s trade take place in the same market. Front running is prohibited whether or not you realize a profit from such a transaction. Thus, you may not:
  (a)   purchase a security if you intend, or know of Franklin Templeton Investments’ intention, to purchase that security or a related security on behalf of a Fund or client, or
 
  (b)   sell a security if you intend, or know of Franklin Templeton Investments’ intention, to sell that security or a related security on behalf of a Fund or client.
           2. Scalping
     You shall not purchase a security (or its economic equivalent) with the intention of recommending that the security be purchased for a Fund or client, or sell short a security (or its economic equivalent) with the intention of recommending that the security be sold for a Fund or client. Scalping is prohibited whether or not you realize a profit from such a transaction.
           3. Trading Parallel to a Fund or Client
     You shall not either buy a security if you know that the same or a related security is being bought contemporaneously by a Fund or client, or sell a security if you know that the same or a related security is being sold contemporaneously by a Fund or client.

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           4. Trading Against a Fund or Client
     You shall not:
  (a)   buy a security if you know that a Fund or client is selling the same or a related security, or has sold the security, until seven (7) calendar days after the Fund’s or client’s order has either been executed or withdrawn, or
 
  (b)   sell a security if you know that a Fund or client is buying the same or a related security, or has bought the security until seven (7) calendar days after the Fund’s or client’s order has either been executed or withdrawn.
     Refer to Section I.A., “Pre-clearance Standards,” of Appendix A of the Code for more details regarding the pre-clearance of personal securities transactions.
           5. Using Proprietary Information for Personal Transactions
     You shall not buy or sell a security based on Proprietary Information 1 without disclosing such information and receiving written authorization from the Code of Ethics Administration Department. If you wish to purchase or sell a security about which you obtained such information, you must provide a written report of all of the information you obtained regarding the security to the Appropriate Analyst(s) 2 . You may then receive permission to purchase or sell such security if the Appropriate Analyst(s) confirms to the Code of Ethics Administration Department that there is no intention to engage in a transaction regarding the security within the next seven (7) calendar days on behalf of an Associated Client 3 and you subsequently pre-clear a request to purchase or sell such security.
 
1   Proprietary Information: Information that is obtained or developed during the ordinary course of employment with Franklin Templeton Investments, whether by you or someone else, and is not available to persons outside of Franklin Templeton Investments. Examples of such Proprietary Information include, among other things, internal research reports, research materials supplied to Franklin Templeton Investments by vendors and broker-dealers not generally available to the public, minutes of departmental/research meetings and conference calls, and communications with company officers (including confidentiality agreements). Examples of non-Proprietary Information include information found in mass media publications (e.g., The Wall Street Journal, Forbes, and Fortune), certain specialized publications available to the public (e.g., Morningstar, Value Line, Standard and Poors), and research reports available to the general public.
 
2   Appropriate Analyst: Any securities analyst or portfolio manager, other than you, making recommendations or investing funds on behalf of any Associated Client, who may be reasonably expected to recommend or consider the purchase or sale of the security in question.
 
3   Associated Client: A Fund or client whose trading information would be available to the Access Person during the course of his or her regular functions or duties.

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           6. Certain Transactions in Securities of Franklin Resources, Inc., and Affiliated Closed-end Funds
     You shall not effect a short sale of the securities, including “short sales against the box” of Franklin Resources, Inc., or any of the Franklin Templeton Investments’ closed-end funds, or any other security issued by Franklin Templeton Investments. This prohibition would also apply to effecting economically equivalent transactions, including, but not limited to purchasing and selling call or put options and swap transactions or other derivatives. Officers and directors of Franklin Templeton Investments who are covered by Section 16 of the Securities Exchange Act of 1934, are reminded that their obligations under Section 16 are in addition to their obligations under this Code and other additional requirements with respect to pre-clearance and Rule 144 affiliate policies and procedures.
           7. Short Term Trading or “Market Timing” in the Funds.
     Franklin Templeton Investments seeks to discourage short-term or excessive trading, often referred to as “market timing.” Code of Ethics Persons must be familiar with the “Market Timing Trading Policy” described in the prospectus of each Fund in which they invest and must not engage in trading activity that might violate the purpose or intent of that policy. Accordingly, all directors, officers and employees of Franklin Templeton Investments must comply with the purpose and intent of each fund’s Market Timing Trading Policy and must not engage in any short-term or excessive trading in Funds. The Trade Control Team of each Fund’s transfer agent will monitor trading activity by directors, officers and employees and will report to the Code of Ethics Administration Department, trading patterns or behaviors that may constitute short-term or excessive trading. Given the importance of this issue, if the Code of Ethics Administration Department determines that you engaged in this type of activity, you will be subject to discipline, up to and including termination of employment and a permanent suspension of your ability to purchase shares of any Funds. This policy applies to Franklin Templeton funds including those Funds purchased through a 401(k) plan and to funds that are sub-advised by an investment adviser subsidiary of Franklin Resources, Inc., but does not apply to purchases and sales of Franklin Templeton money fund shares.

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           8. Service as a Director
     Code of Ethics Persons (excluding Independent Directors of FRI) may not serve as a director, trustee, or in a similar capacity for any public or private company (excluding not-for-profit companies, charitable groups, and eleemosynary organizations) unless you receive approval from one of the Franklin Resources, Inc. CEO and it is determined that your service is consistent with the interests of the Funds and clients of Franklin Templeton Investments. You must notify the Code of Ethics Administration Department, of your interest in serving as a director, including your reasons for electing to take on the directorship by completing Schedule G. The Code of Ethics Administration Department will process the request through the Franklin Resources, Inc. CEO. FRI Independent Directors are subject to the FRI Corporate Governance Guidelines with respect to service on another company’s board.
      C.  Access Persons (excluding Independent Directors of the Funds) and Portfolio Persons — Additional Prohibitions and Requirements
           1. Securities Sold in a Public Offering
     Access Persons shall not buy securities in any initial public offering, or a secondary offering by an issuer except for offerings of securities made by closed-end funds that are either advised or sub-advised by a Franklin Templeton Investments adviser. Although exceptions are rarely granted, they will be considered on a case-by-case basis and only in accordance with procedures contained in section I.B. of Appendix A.
           2. Interests in Partnerships and Securities Issued in Limited Offering (Private Placements)
     Access Persons shall not invest in limited partnerships (including interests in limited liability companies, business trusts or other forms of “hedge funds”) or other securities in a Limited Offering (private placement) without pre-approval from the Code of Ethics Administration Department. In order to seek consideration for pre-approval you must:
  (a)   complete the Limited Offering (Private Placement) Checklist (Schedule F)
 
  (b)   provide supporting documentation (e.g., a copy of the offering memorandum); and
 
  (c)   obtain approval of the appropriate Chief Investment Officer; and
 
  (d)   submit all documents to the Code of Ethics Administration Department.
Approvals for such investments will be determined by the Director of Global Compliance or the

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Chief Compliance Officer. Under no circumstances will approval be granted for investments in “hedge funds” that are permitted to invest in registered open-end investment companies (“mutual funds”) or registered closed-end investment companies.
      D.  Portfolio Persons — Additional Prohibitions and Requirements
           1. Short Sales of Securities
     Portfolio Persons shall not sell short any security held by Associated Clients, including “short sales against the box.” Additionally, Portfolio Persons associated with the Templeton Group of Funds and clients shall not sell short any security on the Templeton “Bargain List.” This prohibition also applies to effecting economically equivalent transactions, including, but not limited to, sales of uncovered call options, purchases of put options while not owning the underlying security and short sales of bonds that are convertible into equity positions.
           2. Short Swing Trading
     Portfolio Persons shall not profit from the purchase and sale or sale and purchase within sixty (60) calendar days of any security, including derivatives. Portfolio Persons are responsible for transactions that may occur in margin and option accounts and all such transactions must comply with this restriction. 4
This restriction does not apply to:
(a) trading within a sixty (60) calendar day period if you do not realize a profit and you do not violate any other provisions of this Code; and
(b) profiting on the purchase and sale or sale and purchase within sixty (60) calendar days of the following securities:
      § securities that are direct obligations of the U.S. Government, such as Treasury bills, notes and bonds, and U.S. Savings Bonds and derivatives thereof;
      § high quality short-term instruments (“money market instruments”) including but not limited to (i) bankers’ acceptances, (ii) U.S. bank certificates of deposit; (iii) commercial paper; and (iv) repurchase agreements;
 
4   This restriction applies equally to transactions occurring in margin and option accounts, which may not be due to direct actions by the Portfolio Person. For example, a stock held less than sixty (60) days that is sold to meet a margin call or the underlying stock of a covered call option held less than sixty (60) days that is called away, would be a violation of this restriction if these transactions resulted in a profit for the Portfolio Person.

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      §       shares of any registered open-end investment companies including Exchange Traded Funds (ETF), Holding Company Depository Receipts (Hldrs) and shares of Franklin Templeton Funds subject to the short term trading (market timing) policies described in each Fund’s prospectus ;
      § commodity futures, currencies, currency forwards and derivatives thereof.
     Calculation of profits during the sixty (60) calendar day holding period generally will be based on “last-in, first-out” (“LIFO”). Portfolio Persons may elect to calculate their sixty (60) calendar day profits on either a LIFO or FIFO (“first-in, first-out”) basis only if there has not been any activity in such security by their Associated Clients during the previous sixty (60) calendar days.
           3. Disclosure of Interest in a Security and Method of Disclosure
     As a Portfolio Person, you must promptly disclose your direct or indirect beneficial interest in a security whenever you learn that the security is under consideration for purchase or sale by an Associated Client and you;
  (a)   Have or share investment control of the Associated Client;
 
  (b)   Make any recommendation or participate in the determination of which recommendations shall be made on behalf of the Associated Client; or
 
  (c)   Have functions or duties that relate to the determination of which recommendation shall be made to the Associated Client.
     In such instances, you must initially disclose that beneficial interest orally to the primary portfolio manager (or other Appropriate Analyst) of the Associated Client(s) or the appropriate Chief Investment Officer. Following that oral disclosure, you must send a written acknowledgment of that interest on Schedule E (or on a form containing substantially similar information) that has been signed by the primary portfolio manager, with a copy to the Code of Ethics Administration Department.

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PART 4 — Reporting Requirements for Code of Ethics Persons (excluding Independent Directors of the Funds and of FRI)
     References to Access Persons in this Part 4 do not apply to the Independent Directors of the Funds and of FRI. Reporting requirements applicable to Independent Directors of the Funds are separately described in Part 6.
4.1 Reporting of Beneficial Ownership and Securities Transactions
     Compliance with the following personal securities transaction reporting procedures is essential to meeting our responsibilities with respect to the Funds and other clients as well as complying with regulatory requirements. You are expected to comply with both the letter and spirit of these requirements by completing and filing all reports required under the Code in a timely manner. If you have any questions about which reporting requirements apply to you, please contact the Code of Ethics Administration Department.
4.2 Initial Reports
      A.  Acknowledgement Form (Supervised Persons, Access Persons and Portfolio Persons)
     All Supervised Persons, Access Persons and Portfolio Persons must complete and return an executed Acknowledgement Form to the Code of Ethics Administration Department no later than ten (10) calendar days after the date the person is notified by a member of the Code of Ethics Administration Department.
      B.  Schedule C — Initial & Annual Disclosure of Brokerage Accounts, Securities Holdings and Discretionary Authority ( Access Persons and Portfolio Persons)
     In addition, all Access Persons and Portfolio Persons must also file Schedule C (Initial & Annual Disclosure of Brokerage Accounts, Securities Holdings and Discretionary Authority) with the Code of Ethics Administration Department no later than ten (10) calendar days after becoming an Access or Portfolio Person. The submitted information must be current as of a date not more than forty-five (45) days prior to becoming an Access or Portfolio Person.

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4.3 Quarterly Transaction Reports
      A.  Access Persons and Portfolio Persons
     You must report all securities transactions except for those (1) in any account over which you had no direct or indirect influence or control; (2) effected pursuant to an Automatic Investment Plan (however, any transaction that overrides the preset schedule or allocations of the automatic investment plan must be included in a quarterly transaction report); (3) that would duplicate information contained in broker confirmations or statements provided no later than thirty (30) days after the end of each calendar quarter. You must provide the Code of Ethics Administration Department no later than thirty (30) calendar days after the end of each calendar quarter, with either; (i) copies of all broker’s confirmations and statements (which may be sent under separate cover by the broker) showing all your securities transactions and holdings in such securities, or (ii) a completed Schedule B (Transactions Report). Please use Schedule B only when your securities transactions do not generate a statement or do not take place in a brokerage account. Brokerage statements and confirmations submitted must include all transactions in securities in which you have, or by reason of the transaction acquire any direct or indirect beneficial ownership, including transactions in a discretionary account and transactions for any account in which you have any economic interest and have or share investment control. Please remember that you must report all securities acquired by gift, inheritance, vesting, 5 stock splits, merger or reorganization of the issuer of the security.
     Failure to timely report transactions is a violation of Rule 17j-1, Rule 204A-1, as well as the Code, and will be reported to the Director of Global Compliance and/or the Fund’s Board of Directors and may also result in disciplinary action, up to and including, termination.
4.4 Annual Reports
      A.  Securities Accounts and Securities Holdings Reports (Access Persons and Portfolio Persons)
     You must file a report of all personal securities accounts and securities holdings on Schedule C (Initial, Annual Disclosure of Brokerage Accounts, Securities Holdings and Discretionary Authority), with the Code of Ethics Administration Department, annually by February 1st. You must report the name and
 
5   You are not required to separately report the vesting of shares or options of Franklin Resources, Inc., received pursuant to a deferred compensation plan as such information is already maintained.

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description of each securities account in which you have a direct or indirect beneficial interest, including securities accounts of your immediate family residing in the same household. You must provide information on any account that is covered under Section 3.2 of the Code.
     This report should include all of your securities holdings, including any security acquired by a transaction, gift, inheritance, vesting, merger or reorganization of the issuer of the security, in which you have any direct or indirect beneficial ownership, including securities holdings in a discretionary account. Your securities holding information must be current as of a date no more than forty-five (45) days before the report is submitted. You may attach copies of year-end brokerage statements to Schedule C in lieu of listing each of your security positions on the Schedule.
      B.  Acknowledgement Form (Supervised Persons, Access Persons and Portfolio Persons)
     Supervised Persons, Access Persons and Portfolio Persons will be asked to certify by February 1 st annually that they have complied with and will comply with the Code and Insider Trading Policy by filing the Acknowledgment Form with the Code of Ethics Administration Department.
4.5 Brokerage Accounts and Confirmations of Securities Transactions (Access Persons and Portfolio Persons)
     Before or at a time contemporaneous with opening a brokerage account with a registered broker-dealer, or a bank, or placing an initial order for the purchase or sale of securities with that broker-dealer or bank, you must:
  (1)   notify the Code of Ethics Administration Department, in writing, by completing Schedule D (Notification of Securities Account) or by providing substantially similar information; and
 
  (2)   notify the institution with which you open the account, in writing, of your association with Franklin Templeton Investments.
     The Code of Ethics Administration Department will request, in writing, that the institution send duplicate copies of confirmations and statements for all transactions effected in the account simultaneously with their mailing of such confirmation and statement to you.
     If you have an existing account on the effective date of this Code or upon becoming an Access or Portfolio Person, you must comply within ten (10) days with conditions (1) and (2) above.

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PART 5 — Pre-clearance Requirements Applicable to Access Persons (excluding Independent Directors of the Funds) and Portfolio Persons
References to Access Persons in this Part 5 do not apply to the Independent Directors of the Funds. Pre-clearance requirements applicable to Independent Directors of the Funds are separately described in Part 6.
           Prior Approval (Pre-Clearance) of Securities Transactions
      A.  Length of Approval
     You shall not buy or sell any security without first contacting a member of the Code of Ethics Administration Department either electronically or by phone and obtaining his or her approval, unless your proposed transaction is covered by paragraph B below. Approval for a proposed transaction will remain valid until the close of the business day following the day pre-clearance is granted but may be extended in special circumstances, shortened or rescinded, as explained in the section entitled Pre-clearance Standards in Appendix A.
      B.  Securities Not Requiring Pre-clearance
     You do not need to request pre-clearance for the types of securities or transactions listed below. However, all other provisions of the Code apply, including, but not limited to: (i) the prohibited transaction provisions contained in Part 3.4 such as front-running; (ii) the additional compliance requirements applicable to Portfolio Persons contained in Part 4, (iii) the applicable reporting requirements contained in Part 4; and (iv) insider trading prohibitions described in the Insider Trading Policy.
     If you have any questions, contact the Code of Ethics Administration Department before engaging in the transaction. If you have any doubt whether you have or might acquire direct or indirect beneficial ownership or have or share investment control over an account or entity in a particular transaction, or whether a transaction involves a security covered by the Code, you should consult with the Code of Ethics Administration Department before engaging in the transaction.
You need not pre-clear the following types of transactions or securities:

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  (1)   Franklin Resources, Inc., and Closed-End Funds of Franklin Templeton Investments. Purchases and sales of securities of Franklin Resources, Inc. and closed-end funds of Franklin Templeton Investments as these securities cannot be purchased on behalf of our advisory clients. 6
 
  (2)   Shares of open-end investment companies (including Reportable Funds)
 
  (3)   Small Quantities (Not applicable to option transactions) .
    Transactions of 500 shares or less of any security regardless of where it is traded in any 30-day period; or
 
    Transactions of 1000 shares or less of the top 50 securities by volume during the previous calendar quarter on the NYSE or NASDAQ NMS(does not include Small Cap or OTC) in any 30-day period. You can find this list at http://intranet/leglcomp/codeofethics/top50.xls.
 
    Transactions in municipal bonds with a face value of $100,000 or less in any 30-day period.
 
    Option Transactions: The small quantities rule is not applicable to option transactions. All options transactions must be precleared except for employer stock options as noted in Employer Stock Option Programs below.
Please note that you may not execute any transaction, regardless of quantity, if you learn that the Funds or clients are active in the security. It will be presumed that you have knowledge of Fund or client activity in the security if, among other things, you are denied approval to go forward with a transaction request .
  (4)   Dividend Reinvestment Plans: Transactions made pursuant to dividend reinvestment plans (“DRIPs”) do not require pre-clearance regardless of quantity or Fund activity.
 
  (5)   Government Obligations . Transactions in securities issued or guaranteed by the governments of the United States, Canada, the United Kingdom, France, Germany, Switzerland, Italy and Japan, or their agencies or instrumentalities, or derivatives thereof.
 
  (6)   Payroll Deduction Plans . Securities purchased by an Access Person’s spouse pursuant to a payroll deduction program, provided the Access Person has previously notified the Code of Ethics Administration Department in writing that their spouse will be participating in the payroll deduction program.
 
  (7)   Employer Stock Option Programs . Transactions involving the exercise and/or purchase by an Access Person or an Access Person’s spouse of securities pursuant to a program sponsored by a company employing the Access Person or Access Person’s spouse.
 
  (8)   Pro Rata Distributions . Purchases effected by the exercise of rights issued pro rata to all holders of a class of securities or the sale of rights so received.
 
6   Officers, directors and certain other designated employees of FRI and its affiliated closed-end funds may be subject to additional ownership reporting and pre-clearance requirements with respect to BEN shares and shares of affiliated closed-end shares as well as certain Rule 144 affiliated policies and procedures.. Contact the Code of Ethics Administration Department for additional information. See also the attached Insider Trading Policy.

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  (9)   Tender Offers . Transactions in securities pursuant to a bona fide tender offer made for any and all such securities to all similarly situated shareholders in conjunction with mergers, acquisitions, reorganizations and/or similar corporate actions. However, tenders pursuant to offers for less than all outstanding securities of a class of securities of an issuer must be pre-cleared.
 
  (10)   Securities Prohibited for Purchase by the Funds and other Clients . Transactions in any securities that are prohibited investments for all Funds and clients advised by the entity employing the Access Person.
 
  (11)   No Investment Control . Transactions effected for an account or entity over which you do not have or share investment control (i.e., an account where someone else exercises complete investment control).
 
  (12)   No Beneficial Ownership . Transactions in which you do not acquire or dispose of direct or indirect beneficial ownership (i.e., an account where in you have no financial interest).
 
  (13)   ETFs and Holdrs . Transactions in Exchange-Traded Funds and Holding Company Depository Receipts.
      C.  Discretionary Accounts
     You need not pre-clear transactions in any discretionary account for which a registered broker-dealer, a registered investment adviser, or other investment manager acting in a similar fiduciary capacity, exercises sole investment discretion, if the following conditions are met: 7
  (1)   The terms of each account relationship (“Agreement”) must be in writing and filed with the Code of Ethics Administration Department prior to any transactions.
 
  (2)   Any amendment to each Agreement must be filed with the Code of Ethics Administration Department prior to its effective date.
 
  (3)   The Access Person certifies to the Code of Ethics Administration Department at the time such account relationship commences, and annually thereafter, as contained in Schedule C of the Code that such Access Person does not have direct or indirect influence or control over the account, other than the right to terminate the account.
 
7   Please note that these conditions apply to any discretionary account in existence prior to the effective date of this Code or prior to your becoming an Access Person. Also, the conditions apply to transactions in any discretionary account, including pre-existing accounts, in which you have any direct or indirect beneficial ownership, even if it is not in your name.

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  (4)   Additionally, any discretionary account that you open or maintain with a registered broker-dealer, a registered investment adviser, or other investment manager acting in a similar fiduciary capacity must provide duplicate copies of confirmations and statements for all transactions effected in the account simultaneously with their delivery to you. If your discretionary account acquires securities that are not reported to the Code of Ethics Administration Department by a duplicate confirmation, such transaction must be reported to the Code of Ethics Administration Department on Schedule B (Quarterly Transactions Report) no later than thirty (30) days after the end of the calendar quarter after you are notified of the acquisition. 8
     However, if prior to making any request you advised the discretionary account manager to enter into or refrain from a specific transaction or class of transactions, you must first consult with the Code of Ethics Administration Department and obtain approval prior to making such request.
 
8   Any pre-existing agreement must be promptly amended to comply with this condition. The required reports may be made in the form of an account statement if they are filed by the applicable deadline.

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PART 6 — Requirements for Independent Directors of the Funds
6.1 Pre-clearance Requirements
Independent Directors of the Funds shall pre-clear or report on any securities transactions if they knew or should have known that during the 15-day period before or after the transaction the security was purchased or sold or considered for purchase or sale by the Fund. Such pre-clearance and reporting requirements shall not apply to securities transactions conducted in an account where an Independent Director has granted full investment discretion to a brokerage firm, bank or investment advisor or conducted in a trust account in which the trustee has full investment discretion.
6.2 Reporting Requirements
      A. Initial Reports
      1. Acknowledgement Form
     Independent Directors of the Funds must complete and return an executed Acknowledgement Form to the Code of Ethics Administration Department no later than ten (10) calendar days after the date the person becomes an Independent Director of the Fund.
      2. Disclosure of Securities Holdings, Brokerage Accounts and Discretionary Authority
     Independent Directors of the Funds are not required to disclose any securities holdings, brokerage accounts, including brokerage accounts where he/she has granted discretionary authority to a brokerage firm, bank or investment adviser.
      B. Quarterly Transaction Reports
     Independent Directors of the Funds are not required to file any quarterly transaction reports unless he/she knew or should have known that, during the 15-day period before or after a transaction, the security was purchased or sold, or considered for purchase or sale, by a Fund or by Franklin Templeton Investments on behalf of a Fund.

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      C. Annual Reports
     Independent Directors of the Funds will be asked to certify by February 1st annually that they have complied with and will comply with the Code and Insider Trading Policy by filing the Acknowledgment Form with the Code of Ethics Administration Department.

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PART 7 — Penalties for Violations of the Code
     The Code is designed to assure compliance with applicable laws and to maintain shareholder confidence in Franklin Templeton Investments.
     In adopting this Code, it is the intention of the Boards of Directors/Trustees of the subsidiaries listed in Appendix C of this Code, together with Franklin Resources, Inc., and the Funds, to attempt to achieve 100% compliance with all requirements of the Code but recognize that this may not be possible. Certain incidental failures to comply with the Code are not necessarily a violation of the law or the Code. Such violations of the Code not resulting in a violation of law or the Code will be referred to the Director of Global Compliance and/or the Chief Compliance Officer and/or the relevant management personnel, and disciplinary action commensurate with the violation, if warranted, will be imposed. Additionally, if you violate any of the enumerated prohibited transactions contained in Parts 3 and 4 of the Code, you will be expected to give up any profits realized from these transactions to Franklin Resources, Inc. for the benefit of the affected Funds or other clients. If Franklin Resources, Inc. cannot determine which Funds or clients were affected the proceeds will be donated to a charity chosen either by you or by Franklin Resources, Inc. Please refer to the following page for guidance on the types of sanctions that would likely be imposed for violations of the Code.
     Failure to disgorge profits when requested or even a pattern of violations that individually do not violate the law or the Code, but which taken together demonstrate a lack of respect for the Code, may result in more significant disciplinary action, up to and including termination of employment. A violation of the Code resulting in a violation of the law will be severely sanctioned, with disciplinary action potentially including, but not limited to, referral of the matter to the board of directors of the affected Fund, senior management of the appropriate investment adviser, principal underwriter or other Franklin subsidiary and/or the board of directors of Franklin Resources, Inc., termination of employment and referral of the matter to the appropriate regulatory agency for civil and/or criminal investigation.

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Code of Ethics Sanction Guidelines
      Please be aware that these guidelines represent only a representative sampling of the possible sanctions that may be taken against you in the event of a violation of the Code.
         
    Violation   Sanction Imposed
  Failure to pre-clear but otherwise would have been approved (i.e., no conflict with the fund’s transactions).   Reminder Memo
 
       
·
  Failure to pre-clear but otherwise would have been approved (i.e., no conflict with the fund’s transactions) twice within twelve (12) calendar months   30 Day Personal Securities Trading Suspension
 
       
  Failure to pre-clear and the transaction would have been disapproved    
 
       
  Failure to pre-clear but otherwise would have been approved (i.e., no conflict with the fund’s transactions) three times or more within twelve (12) calendar months   Greater Than 30 Day Personal Securities Trading Suspension (e.g., 60 or 90 Days)
 
       
  Failure to pre-clear and the transaction would have been disapproved twice or more within twelve (12) calendar months    
 
       
  Profiting from short-swing trades (profiting on purchase & sale or sale & purchase within sixty (60) days)   Profits are donated to The United Way (or charity of employee’s choice)
 
       
  Repeated violations of the Code of Ethics even if each individual violation might be considered de minimis   Fines levied after discussion with the General Counsel and appropriate CIO.
 
       
  Failure to return initial or annual disclosure forms   Sanction may include but not limited to a reminder memo, suspension of personal trading, monetary sanctions, reporting to the Board of Directors, placed on unpaid administrative leave or termination of employment
  Failure to timely report transactions    
 
       
  Insider Trading Violation and/or violation of the Code of Ethics and Business Conduct contained in Appendix D   Subject to review by the appropriate supervisor in consultation with the Franklin Resources Inc., General Counsel for consideration of appropriate disciplinary action up to and including termination of employment and reporting to the appropriate regulatory agency.

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PART 8 — A Reminder about the Franklin Templeton Investments Insider Trading Policy
     The Insider Trading Policy (see the attached Policy Statement on Insider Trading) deals with the problem of insider trading in securities that could result in harm to a Fund, a client, or members of the public. It applies to all Code of Ethics Persons. The guidelines and requirements described in the Insider Trading Policy go hand-in-hand with the Code. If you have any questions or concerns about compliance with the Code and the Insider Trading Policy you are encouraged to speak with the Code of Ethics Administration Department.

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PART 9 — Foreign Country Supplements (Canada)
The Investment Funds Institute of Canada (“IFIC”) has implemented a Model Code of Ethics for Personal Investing (the “IFIC Code”) to be adopted by all IFIC members. Certain provisions in the IFIC Code differ from the provisions of Franklin Templeton Investments Code of Ethics (the “FTI Code”). This Supplementary Statement of Requirements for Canadian Employees (the “Canadian Supplement”) describes certain further specific requirements that govern the activities of Franklin Templeton Investments Corp. (“FTIC”). It is important to note that the Canadian Supplement does not replace the FTI Code but adds certain restrictions on trading activities, which must be read in conjunction with the Code.
All capitalized terms in this Canadian Supplement, unless defined in this Canadian Supplement, have the meaning set forth in the FTI Code.
Initial Public and Secondary Offerings
Access Persons cannot buy securities in any initial public offering, or a secondary offering by an issuer. Public offerings of securities made by Franklin Templeton Investments, including open-end and closed-end mutual funds, real estate investment trusts and securities of Franklin Resources, Inc, are excluded from this prohibition.
Interests in Partnerships and Securities issued in Private Placements
Access Persons and Portfolio Persons cannot acquire limited partnership interests or other securities in private placements unless they obtain approval of the appropriate Chief Investment Officer and Director of Global Compliance after he or she consults with an executive officer of Franklin Resources, Inc. Purchases of limited partnership interests or other securities in private placements will not be approved, unless in addition to the requirements for the approval of other trades and such other requirements as the executive officer of Franklin Resources, Inc. may require, the Director of Global Compliance is satisfied that the issuer is a “private company” as defined in the Securities Act (Ontario) and the Access Person has no reason to believe that the issuer will make a public offering of its securities in the foreseeable future.
Additional Requirements to Obtain Approval for Personal Trades
Prior to an Access Person obtaining approval for a personal trade he or she must advise the Code of Ethics Administration Department that he or she:
  Does not possess material non-public information relating to the security;
  Is not aware of any proposed trade or investment program relating to that security by any of the Franklin Templeton Group of Funds;
  Believes that the proposed trade has not been offered because of the Access Person’s position in Franklin Templeton Investments and is available to any market participant on the same terms;
  Believes that the proposed trade does not contravene any of the prohibited activities set out in Section 3.4 of the FTI Code, and in the case of Portfolio Persons does not violate any of the additional requirements set out in Part 3.4D of the FTI Code; and
  Will provide any other information requested by the Code of Ethics Administration Department concerning the proposed personal trade.
An Access Person may contact the Code of Ethics Administration Department by fax, phone or e-mail to obtain his or her approval.
Note: the method of obtaining approval is presently set out in Part 5 of the FTI Code and provides that an Access Person may contact the Code of Ethics Administration Department by e-mail or phone. The additional requirement described above makes it clear that an Access Person may continue to contact the Code of Ethics Administration Department in the same manner as before. The Access Person will have deemed to have confirmed compliance with the above requirements prior to obtaining approval from the Code of Ethics Administration Department.

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Appointment of Independent Review Person
FTIC shall appoint an independent review person who will be responsible for approval of all personal trading rules and other provisions of the FTI Code with respect to FTIC and for monitoring the administration of the FTI Code from time to time with respect to FTIC employees. The Code of Ethics Administration Department Manager will provide a written report to the Independent Review Person, at least annually, summarizing:
  Compliance with the FTI Code for the period under review
  Violations of the FTI Code for the period under review
  Sanctions imposed by Franklin Templeton Investments for the period under review
  Changes in procedures recommended by the FTI Code
  Any other information requested by the Independent Review Person

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APPENDIX A: COMPLIANCE PROCEDURES AND DEFINITIONS
This appendix sets forth the responsibilities and obligations of the Compliance Officers of each entity that has adopted the Code, the Code of Ethics Administration Department, and the Legal Department, under the Code and Insider Trading Policy.

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I. Responsibilities of Each Designated Compliance Officer
      A. Pre-clearance Standards
           1. General Principles
     The Director of Global Compliance, the Chief Compliance Officer and/or the Code of Ethics Administration Department, shall permit an Access Person to go forward with a proposed security 9 transaction only if he or she determines that, considering all of the facts and circumstances known to them, the transaction does not violate Federal Securities Laws, or this Code and there is no likelihood of harm to a Fund or client.
           2. Associated Clients
     Unless there are special circumstances that make it appropriate to disapprove a personal securities transaction request, the Code of Ethics Administration Department shall consider only those securities transactions of the “Associated Clients” of the Access Person, including open and executed orders and recommendations, in determining whether to approve such a request. “Associated Clients” are those Funds or clients whose securities holdings and/or trading information would be available to the Access Person during the course of his or her regular functions or duties. As of November 2004, there are five groups of Associated Clients: (i) the Franklin Mutual Series Funds and clients advised by Franklin Mutual Advisers, LLC (“Mutual Clients”); (ii) the Franklin Group of Funds and the clients advised by the various Franklin investment advisers (“Franklin Clients”); (iii) the Templeton Group of Funds and the clients advised by the various Templeton investment advisers (“Templeton Clients”); (iv) the Bissett Group of Funds and the clients advised by Franklin Templeton Investments Corp.; and (v) the Fiduciary Group of funds and the clients advised by the various Fiduciary investment advisers. Other Associated Clients will be added to this list as they are established. Thus, for example, persons who have access to the trading information of Mutual Clients generally will be pre-cleared solely against the securities transactions of the Mutual Clients, including open and executed orders and recommendations. Similarly, persons who have access to the trading information of Franklin Clients, Templeton Clients, Bissett clients, or Fiduciary clients, generally will be pre-cleared solely against the securities transactions of Franklin Clients, Templeton Clients, Bissett clients or Fiduciary clients respectively.
 
9   Security includes any option to purchase or sell, and any security that is exchangeable for or convertible into, any security that is held or to be acquired by a fund.

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     Certain officers of Franklin Templeton Investments, as well as certain employees in the Legal, Global Compliance, Fund Accounting, Investment Operations and other personnel who generally have access to trading information of the Funds and clients of Franklin Templeton Investments during the course of their regular functions and duties, will have their personal securities transactions pre-cleared against executed transactions, open orders and recommendations of all Associated Clients.
           3. Specific Standards
     (a) Securities Transactions by Funds or clients
     No clearance shall be given for any transaction in any security on any day during which an Associated Client of the Access Person has executed a buy or sell order in that security, until seven (7) calendar days after the order has been executed. Notwithstanding a transaction in the previous seven days, clearance may be granted to sell if all Associated Clients have disposed of the security.
     (b) Securities under Consideration
      Open Orders
     No clearance shall be given for any transaction in any security on any day which an Associated Client of the Access Person has a pending buy or sell order for such security, until seven (7) calendar days after the order has been executed or if the order is immediately withdrawn.
      Recommendations
     No clearance shall be given for any transaction in any security on any day on which a recommendation for such security was made by a Portfolio Person, until seven (7) calendar days after the recommendation was made and no orders have subsequently been executed or are pending.
     (c) Limited Offering (Private Placement)
     In considering requests by Access Persons for approval of limited partnerships and other limited offering, the Director of Global Compliance or Chief Compliance Officer shall take into account, among other factors, whether the investment opportunity should be reserved for a Fund or other client, and whether the investment opportunity is being offered to the Access Person by virtue of his or her position with Franklin Templeton Investments. If the Access

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Person receives clearance for the transaction, an investment in the same issuer may only be made for a Fund or client if an executive officer of Franklin Resources, Inc., who has been informed of the Portfolio Person’s pre-existing investment and who has no interest in the issuer, approves the transaction. Please see Schedule F.
     (d) Duration of Clearance
     If the Code of Ethics Administration Department approves a proposed securities transaction, the order for the transaction must be placed and effected by the close of the next business day following the day approval was granted. The Director of Global Compliance and/or the Chief Compliance Officer may, in his or her discretion, extend the clearance period up to seven (7) calendar days, beginning on the date of the approval, for a securities transaction of any Access Person who demonstrates that special circumstances make the extended clearance period necessary and appropriate. 10 The Director of Global Compliance or the Chief Compliance Officer may, in his or her discretion, after consultation with an executive officer of Franklin Resources, Inc., renew the approval for a particular transaction for up to an additional seven (7) calendar days upon a showing of special circumstances by the Access Person. The Director of Global Compliance or the Chief Compliance Officer may shorten or rescind any approval or renewal of approval under this paragraph if he or she determines it is appropriate to do so.
 
10   Special circumstances include but are not limited to, for example, holidays, differences in time zones, delays due to travel, and the unusual size of proposed trades or limit orders. Limit orders must expire within the applicable clearance period.

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      B. Waivers by the Director of Global Compliance and/or the Chief Compliance Officer
     The Director of Global Compliance and/or the Chief Compliance Officer may, in his or her discretion, after consultation with an executive officer of Franklin Resources, Inc., waive compliance by any Access Person with the provisions of the Code, if he or she finds that such a waiver:
  (1)   is necessary to alleviate undue hardship or in view of unforeseen circumstances or is otherwise appropriate under all the relevant facts and circumstances;
 
  (2)   will not be inconsistent with the purposes and objectives of the Code;
 
  (3)   will not adversely affect the interests of advisory clients of Franklin Templeton Investments, the interests of Franklin Templeton Investments or its affiliates; and
 
  (4)   will not result in a transaction or conduct that would violate provisions of applicable laws or regulations.
     Any waiver shall be in writing, shall contain a statement of the basis for it, and the Director of Global Compliance or the Chief Compliance Officer, shall promptly send a copy to the General Counsel of Franklin Resources, Inc.
      C. Continuing Responsibilities of the Code of Ethics Administration Department
Pre-clearance Recordkeeping
     The Code of Ethics Administration Department shall keep a record of all requests for pre-clearance regarding the purchase or sale of a security, including the date of the request, the name of the Access Person, the details of the proposed transaction, and whether the request was approved or denied. The Code of Ethics Administration Department shall keep a record of any waivers given, including the reasons for each exception and a description of any potentially conflicting Fund or client transactions.

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Initial, Annual Holdings Reports and Quarterly Transaction Reports
     The Code of Ethics Administration Department shall also collect the signed Acknowledgment Forms from Supervised and Access Persons as well as reports, on Schedules B, C, D, E, F, G of the Code, as applicable. In addition, the Code of Ethics Administration Department shall keep records of all confirmations, and other information with respect to an account opened and maintained with the broker-dealer by any Access Person of the Franklin Templeton Group. The Code of Ethics Administration Department shall preserve those acknowledgments and reports, the records of consultations and waivers, and the confirmations, and other information for the period required by the applicable regulation.
     The Code of Ethics Administration Department shall review brokerage transaction confirmations, account statements, Schedules B, C, D, E, F and G for compliance with the Code. The reviews shall include, but are not limited to;
  (1)   Comparison of brokerage confirmations, Schedule Bs, and/or brokerage statements to pre-clearance requests or, if a private placement, the Private Placement Checklist;
 
  (2)   Comparison of brokerage statements and/or Schedule Cs to current securities holding information, securities account information and discretionary authority information;
 
  (3)   Conducting periodic “back-testing” of Access Person transactions, Schedule Cs and/or Schedule Es in comparison to fund and client transactions;
     The Code of Ethics Administration Department shall evidence review by initialing and dating the appropriate document or log. Violations of the Code detected by the Code of Ethics Administration Department during his or her reviews shall be promptly brought to the attention of the Director of Global Compliance and/or the Chief Compliance Officer with periodic reports to each appropriate Chief Compliance Officer.
      D. Periodic Responsibilities of the Code of Ethics Administration Department
     The Code of Ethics Administration Department or designated group shall consult with FRI’s General Counsel and seek the assistance of the Human Resources Department, as the case may be, to assure that:
1.   Adequate reviews and audits are conducted to monitor compliance with the reporting, pre-clearance, prohibited transaction and other requirements of the Code.
2.   All Code of Ethics Persons are adequately informed and receive appropriate education and training as to their duties and obligations under the Code.

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3.   All new Supervised and Access Persons of Franklin Templeton Investments are required to complete the Code of Ethics Computer Based Training program. Onsite training will be conducted on an “as needed” basis.
4.   There are adequate educational, informational and monitoring efforts to ensure that reasonable steps are taken to prevent and detect unlawful insider trading by Supervised and Access Persons and to control access to inside information.
5.   Written compliance reports are submitted to the Board of Directors of each relevant Fund at least quarterly. Additionally, written compliance reports are submitted to the Board of Directors of Franklin Resources, Inc., and the Board of each relevant Fund at least annually. Such reports will describe any issues arising under the Code or procedures since the last report, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations.
6.   The Global Compliance Department will certify at least annually to the Fund’s board of directors that Franklin Templeton Investments has adopted procedures reasonably necessary to prevent Supervised and Access Persons from violating the Code, and
7.   Appropriate records are kept for the periods required by law. Types of records include pre-clearance requests and approvals, brokerage confirmations, brokerage statements, initial and annual Code of Ethics certifications.
      E. Approval by Fund’s Board of Directors
      (1) Basis for Approval
     The Board of Directors/Trustees must base its approval of the Code on a determination that the Code contains provisions reasonably necessary to prevent Code of Ethics Persons from engaging in any conduct prohibited by Rule 17j-1 or Rule 204A-1. The Code of Ethics Administration Department maintains a detailed list of violations and will amend the Code of Ethics and procedures in an attempt to reduce such violations.
      (2) New Funds
     At the time a new fund is organized, the Code Of Ethics Administration Department will provide the Fund’s board of directors, a certification that the investment adviser and principal underwriter has adopted procedures reasonably necessary to prevent Code of Ethics Persons from violating the Code. Such certification will state that the Code contains provisions reasonably necessary to prevent Code of Ethics Persons from violating the Code.

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      (3) Material Changes to the Code of Ethics
     The Global Compliance Department will provide the Fund’s board of directors a written description of all material changes to the Code no later than six months after adoption of the material change by Franklin Templeton Investments.

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II. Definitions of Important Terms
     For purposes of the Code of Ethics and Insider Trading Policy, the terms below have the following meanings:
1934 Act — The Securities Exchange Act of 1934, as amended.
1940 Act — The Investment Company Act of 1940, as amended.
Access Person — (1) Each director, trustee, general partner or officer of a Fund or investment adviser in Franklin Templeton Investments; (2) any Advisory Representative; and (3) any director, trustee, general partner or officer of a principal underwriter of the Funds, who has access to information concerning recommendations made to a Fund or client with regard to the purchase or sale of a security.
Advisers Act — The Investment Advisers Act of 1940, as amended.
Advisory Representative — Any director, trustee, general partner, officer or employee of a Fund or investment adviser in Franklin Templeton Investments (or of any company in a control relationship to such Fund or investment adviser) who in connection with his or her regular functions or duties makes any recommendation, who participates in the determination of which recommendation shall be made, whose functions or duties relate to the determination of which recommendation shall be made; or who, obtains any information concerning which securities are being recommended prior to the effective dissemination of such recommendations or of the information concerning such recommendations.
Affiliated Person — it has the same meaning as Section 2(a)(3) of the Investment Company Act of 1940. An “affiliated person” of an investment company includes directors, officers, employees, and the investment adviser. In addition, it includes any person owning 5% of the company’s voting securities, any person in which the investment company owns 5% or more of the voting securities, and any person directly or indirectly controlling, controlled by, or under common control with the company.
Appropriate Analyst — With respect to any Access Person, any securities analyst or portfolio manager making investment recommendations or investing funds on behalf of an Associated Client and who may be reasonably expected to recommend or consider the purchase or sale of a security.
Associated Client — A Fund or client whose trading information would be available to the Access Person during the course of his or her regular functions or duties.
Automatic Investment Plan — A program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocations. An automatic investment plan includes a dividend reinvestment plan.
Beneficial Ownership — Has the same meaning as in Rule 16a-1(a)(2) under the 1934 Act. Generally, a person has a beneficial ownership in a security if he or she, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the security. There is a presumption of a pecuniary interest in a security held or acquired by a member of a person’s immediate family sharing the same household.
Exchange Traded Funds and Holding Company Depository Receipts — An Exchange-Traded Fund or “ETF” is a basket of securities that is designed to generally track an index—broad stock or bond market, stock industry sector, or international stock. Holding Company Depository Receipts “Holdrs” are securities that represent an investor’s ownership in the common stock or American Depository Receipts of specified companies in a particular industry, sector or group.

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Funds — U.S. registered investment companies in the Franklin Templeton Group of Funds.
Held or to be Acquired — A security is “held or to be acquired” if within the most recent 15 days it (i) is or has been held by a Fund, or (ii) is being or has been considered by a Fund or its investment adviser for purchase by the Fund.
Initial Public Offering — An offering of securities registered under the Securities Act of 1933, the issuer of which immediately before the registration was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.
Limited Offering — An offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) of section 4(6).
Portfolio Person — Any employee of Franklin Templeton Investments, who, in connection with his or her regular functions or duties, makes or participates in the decision to purchase or sell a security by a Fund in Franklin Templeton Investments, or any other client or if his or her functions relate to the making of any recommendations about those purchases or sales. Portfolio Persons include portfolio managers, research analysts, traders, persons serving in equivalent capacities (such as Management Trainees), persons supervising the activities of Portfolio Persons, and anyone else designated by the Director of Global Compliance.
Proprietary Information — Information that is obtained or developed during the ordinary course of employment with Franklin Templeton Investments, whether by you or someone else, and is not available to persons outside of Franklin Templeton Investments. Examples of such Proprietary Information include, among other things, internal research reports, research materials supplied to Franklin Templeton Investments by vendors and broker-dealers not generally available to the public, minutes of departmental/research meetings and conference calls, and communications with company officers (including confidentiality agreements). Examples of non-Proprietary Information include mass media publications (e.g., The Wall Street Journal, Forbes, and Fortune), certain specialized publications available to the public (e.g., Morningstar, Value Line, Standard and Poors), and research reports available to the general public.
Reportable Fund — Any fund for which an Franklin Templeton Investments’ U.S. registered investment adviser (“FTI Adviser”) serves as an investment adviser or a sub-adviser or any fund whose investment adviser or principal underwriter controls a FTI Adviser, is controlled by a FTI adviser or is under common control with a FTI Adviser.
Security — Any stock, note, bond, evidence of indebtedness, participation or interest in any profit-sharing plan or limited or general partnership, investment contract, certificate of deposit for a security, fractional undivided interest in oil or gas or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit), guarantee of, or warrant or right to subscribe for or purchase any of the foregoing, and in general any interest or instrument commonly known as a security. For purposes of the Code, security does not include:
  1.   direct obligations of the U.S. government (i.e. securities issued or guaranteed by the U.S. government such as Treasury bills, notes and bonds including U.S. savings bonds and derivatives thereof);
 
  2.   money market instruments — banker’s acceptances, bank certificates of deposits, commercial paper, repurchase agreement and other high quality short-term debt instruments;
 
  3.   shares of money market funds;
 
  4.   commodity futures (excluding futures on individual securities), currencies, currency forwards and derivatives thereof.[][]
 
  5.   shares issued by open-end funds other than Reportable Funds; and

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  6.   Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds.
Supervised Persons — Supervised persons are a U.S. registered investment advisers’ partners, officers, directors (or other persons occupying a similar status or performing similar functions), and employees, as well as any other persons who provide advice on behalf of the adviser and are subject to the supervision and control of the adviser.

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APPENDIX B: Acknowledgement Form and Schedules

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Initial and Annual
Acknowledgment Form
Code of Ethics and Policy Statement on Insider Trading
Instructions: Print form, complete, sign and date. Submit completed form to Code of Ethics Administration Department via:
     
Inter-office: Code of Ethics Administration, SM-920/2
  Fax: (650) 312-5646
     
U.S. Mail: Franklin Templeton Investments
  E-mail: Preclear-Code of Ethics (internal)
Attn: Code of Ethics Administration Dept.
  Lpreclear@frk.com (external)
P.O. Box 25050
   
San Mateo, CA 94402-5050
   
To: Code of Ethics Administration Department
I hereby acknowledge receipt of a copy of the Franklin Templeton Investment’s Code Of Ethics (“Code”) and Policy Statement On Insider Trading, as amended, which I have read and understand. I will comply fully with all provisions of the Code and the Insider Trading Policy to the extent they apply to me during the period of my employment. If this is an annual certification, I certify that I have complied with all provisions of the Code and the Insider Trading Policy to the extent they applied to me over the past year. Additionally, I authorize any broker-dealer, bank, or investment adviser with whom I have securities accounts and accounts in which I have direct or indirect beneficial ownership, to provide brokerage confirmations and statements as required for compliance with the Code. I further understand and acknowledge that any violation of the Code or Insider Trading Policy, including engaging in a prohibited transaction or failure to file reports as required (see Schedules B, C, D, E, F and G), may subject me to disciplinary action up to and including termination of employment.
                 
Name (print)             Signature     Date Submitted  
 
               
                 
Title   Department Name     Location  
 
               
         
        Year End
Initial Disclosure   Annual Disclosure   (for compliance use only)
o
  o    

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SCHEDULE A: Legal and Compliance Officers Code of Ethics Administration Dept. Contact Info 11
Legal Officer
Craig Tyle
Executive Vice President & General Counsel
Franklin Templeton Investments
One Franklin Parkway
San Mateo, CA 94403-1906
Tel: (650) 312-4161
Fax: (650) 312-2221
Email: ctyle@frk.com
Compliance Officers
Director, Global Compliance
James M. Davis
Franklin Templeton Investments
One Franklin Parkway
San Mateo, CA 94403-1906
Tel: (650) 312-2832
Fax: (650) 312-5676
Email: jdavis@frk.com
Chief Compliance Officer
Monica Poon
Franklin Templeton Investments
One Franklin Parkway
San Mateo, CA 94403-1906
Tel: (650) 312-4631
Fax: (650) 312-5676
Email: mpoon2@frk.com
Code of Ethics Administration Department
Maria Abbott, Manager
Darlene James
Simon Li
Tadao Hayashi
Global Compliance Department
Franklin Templeton Investments
One Franklin Parkway
San Mateo, CA 94403-1906
Tel: (650) 312-3693
Fax: (650) 312-5646
Email: Preclear-Code of Ethics (internal)
Lpreclear@frk.com (external)
 
11   As of April, 2006

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SCHEDULE B: Quarterly Transactions Report
Instructions: Print form, complete, sign and date. Submit completed form to the Code of Ethics Administration Department via:
             
Inter-office:
  Code of Ethics Administration, SM-920/2   Fax:   (650) 312-5646
U.S. Mail:
  Franklin Templeton Investments   E-mail:   Preclear-Code of Ethics (internal)
 
  Attn: Code of Ethics Administration Dept.       Lpreclear@frk.com (external)
 
  P.O. Box 25050        
 
  San Mateo, CA 94402-5050        
This report of personal securities transactions not reported by duplicate confirmations and brokerage statements pursuant to Section 4.3 of the Code is required pursuant to Rule 204A-1of the Investment Advisers Act of 1940 and Rule 17j-1(d) of the Investment Company Act of 1940. The report must be completed and submitted to the Code of Ethics Administration Department no later than thirty (30) calendar days after the end of the calendar quarter in which you completed such as transaction. Refer to Section 4.3 of the Code for further instructions.
                                                         
            Security Name                                        
            Description/Ticker                                        
            Symbol or CUSIP                                     Pre-Cleared  
            number/ Type of                                     through  
            Security (Interest     Quantity                     Broker-Dealer/     Compliance  
Trade   Buy, Sell     Rateand Maturity     (Number of             Principal     Bank and Account     Department  
Date   or Other     Date, if applicable)     Shares)     Price     Amount     Number     (Date or N/A)  
 
                                                       
This report shall not be construed as an admission that I have any direct or indirect beneficial ownership in the securities described above.
         
Name (print)   Signature  
 
       
         
Date Report Submitted   Quarter Ended  
 
       

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SCHEDULE C: Initial & Annual Disclosure of Brokerage Accounts, Securities Holdings and Discretionary Authority
Instructions: Print form, complete, sign and date. Submit completed form to Code of Ethics Administration via:
             
Inter-office:
  Code of Ethics Administration, SM-920/2   Fax:   (650) 312-5646
U.S. Mail:
  Franklin Templeton Investments   E-mail:   Preclear-Code of Ethics (internal)
 
  Attn: Code of Ethics Administration Dept.       Lpreclear@frk.com (external)
 
  P.O. Box 25050        
 
  San Mateo, CA 94402-5050        
This report shall set forth the name and/or description of each securities account and holding in which you have a direct or indirect beneficial interest, including securities accounts and holdings of a spouse, minor children or other immediate family member living in your home, trusts, foundations, and any account for which trading authority has been delegated to you, other than authority to trade for a Fund or other client of Franklin Templeton Investments or by you to an unaffiliated registered broker-dealer, registered investment adviser, or other investment manager acting in a similar fiduciary capacity, who exercises sole investment discretion. In lieu of listing each securities account and holding below, you may attach copies of current brokerage statements, sign below and return the Schedule C along with the brokerage statements to the Code of Ethics Administration Department within 10 days of becoming an Access Person if an initial report or by February 1st of each year, if an annual report. The information in this Schedule C or any attached brokerage statements must be current as of a date no more than 45 days prior to the date you become an Access Person or the date you submit your annual report. Refer to Part 4 of the Code for additional filing instructions.
Securities that are EXEMPT from being reported on the Schedule C include: (i) securities that are direct obligations of the U.S. Government, such as Treasury bills, notes and bonds, and U.S. Savings Bonds and derivatives thereof; (ii) high quality short-term instruments (“money market instruments”) including but not limited to bankers’ acceptances, U.S. bank certificates of deposit; commercial paper; and repurchase agreements; (iii) shares of money market funds; shares issued by open-end funds other than Reportable Funds (Any fund for which a Franklin Templeton Investments’ U.S. registered investment adviser (“FTI Adviser”) serves as an investment adviser or a sub-adviser or any fund whose investment adviser or principal underwriter is controlled by an FTI adviser or is under common control with a FTI adviser; and shares issued by unit investment trusts that are invested in one or more open-end funds none of which are Reportable Funds.
o I do not have any brokerage accounts.
o I do not have any securities holdings.
o I have attached statements containing all my brokerage accounts and securities holdings.
o I have listed my brokerage accounts containing no securities holdings.
o I have listed my securities holdings not held in a brokerage account.
                                                 
            Address of Brokerage             Security     Quantity        
Account Name(s)   Name of Brokerage     Firm, Bank or Investment             Description/Title/Ticker     Number of     Check this  
(registration shown   Firm,     Adviser             Symbol or CUSIP #     Shares &     box if  
on brokerage   Bank or Investment     (Street/City/State/Zip     Account     (interest rate & maturity     Principal     Discretionary  
statement)   Adviser     Code)     Number     if appropriate)     Amount     Account  
 
                                               

45


 

To the best of my knowledge, I have disclosed all of my securities accounts and/or holdings in which I have a direct or indirect beneficial interest, including securities accounts and/or holdings of a spouse, minor children or other immediate member living in my home, trusts, foundations, and any account for which trading authority has been delegated to me or by me to an unaffiliated registered broker-dealer, registered investment adviser, or other investment manager acting in a similar fiduciary capacity, who exercises sole investment discretion.
                 
Name (print)   Signature     Date Report Submitted  
 
               
         
Initial Disclosure (check this box   Annual Disclosure   Year End
if you're a new access person)   (check this box if annual certification)   (for compliance use only)
o
  o    

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SCHEDULE D: NOTIFICATION OF SECURITIES ACCOUNT
Instructions: Print form, complete, sign and date. Submit completed form to Code of Ethics Administration via:
             
Inter-office:
  Code of Ethics Administration, SM-920/2   Fax:    (650) 312-5646
 
           
U.S. Mail:
  Franklin Templeton Investments   E-mail:   Preclear-Code of Ethics (internal)
 
  Attn: Code of Ethics Administration Dept.       Lpreclear@frk.com (external)
 
  P.O. Box 25050        
 
  San Mateo, CA 94402-5050        
 
All Access Persons, prior to opening a brokerage account or placing an initial order in the new account , are required to notify the Code of Ethics Administration Department and the executing broker-dealer in writing. This includes accounts in which the Access Person has or will have a financial interest in (e.g., a spouse’s account) or discretionary authority (e.g., a trust account for a minor child) and for Reportable Funds.
Upon receipt of the NOTIFICATION OF SECURITIES ACCOUNT form, the Code of Ethics Administration Department will contact the broker-dealer identified below and request that duplicate confirmations and statements of your brokerage account are sent to Franklin Templeton Investments.
ACCOUNT INFORMATION:
         
Name on the Account   Account Number or Social   Date
(If other than employee, state relationship i.e., spouse)   Security Number   Established
 
         
         
 
         
Name of   Your Representative   Brokerage Firm Address
Brokerage Firm   (optional)   (City/State/Zip Code)
 
         
         
 
EMPLOYEE INFORMATION:
         
Employee’s Name (print)   Title   Department Name
 
         
         
 
         
Interoffice   Are you a Registered   Are you an
Mail Code   Representative?   Access Person?
    (NASD Licensed, i.e., Series 6, 7)    
 
    o Yes       o No   o Yes       o No
 
         
Phone Extension   Signature   Date
 
         
         
 

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SCHEDULE E: Notification of Direct or Indirect Beneficial Interest
Instructions: Print form, complete, sign and date. Obtain required signature and submit completed form to Code of Ethics Administration Dept. via:
         
Inter-office: Code of Ethics Administration, SM-920/2
  Fax:    (650) 312-5646
 
       
U.S. Mail: Franklin Templeton Investments
  E-mail:   Preclear-Code of Ethics (internal)
Attn: Code of Ethics Administration Dept.
      Lpreclear@frk.com (external)
P.O. Box 2505
       
San Mateo, CA 94402-5050
       
 
If you have any beneficial ownership in a security and it is recommended to the Appropriate Analyst that the security be considered for purchase or sale by an Associated Client, or if a purchase or sale of that security for an Associated Client is carried out, you must disclose your beneficial ownership to Code of Ethics Administration Department and the Appropriate Analyst in writing on Schedule E (or an equivalent form containing similar information) before the purchase or sale of the security, or before or simultaneously with the recommendation to purchase or sell a security. The Appropriate Analyst or the fund’s primary portfolio manager must review and sign Schedule E and send a copy to the Code of Ethics Administration Department.
                                                         
                            Date and                    
                            Method Learned                    
    Ownership             Method of     that Security’s     Primary              
    Type:             Acquisition     Under     Portfolio              
Security   (Direct or     Year     (Purchase/Gift/     Consideration     Manager or     Name of Person     Date of Verbal  
Description   Indirect)     Acquired     Other)     by Funds     Portfolio Analyst     Notified     Notification  
 
 
                                                       
 
 
                                                       
 
 
                                                       
 
 
                                                       
 
 
                                                       
 
         
Employee’s Name (print)   Signature   Date
 
         
         
 
         
Primary PM or Analyst’s Name (print)   Signature   Date
 
         
         
 

48


 

SCHEDULE F: Checklist for Investments in Partnerships and Securities Issued in
Limited Offerings (Private Placements)
Instructions: Print form, complete, sign, date and obtain CIO’s signatures. Submit completed form to Code of Ethics Administration Dept. via:
         
Inter-office: Code of Ethics Administration, SM-920/2
  Fax:    (650) 312-5646
 
       
U.S. Mail: Franklin Templeton Investments
  E-mail:   Preclear-Code of Ethics (internal)
Attn: Code of Ethics Administration Dept.
      Lpreclear@frk.com (external)
P.O. Box 25050
       
San Mateo, CA 94402-5050
       
In deciding whether to approve a transaction, the Director of Global Compliance or the Chief Compliance Officer shall take into account, among other factors, whether the investment opportunity should be reserved for a Fund or other client, and whether the investment opportunity is being offered to the Access Person by virtue of his or her position with the Franklin Templeton Group. If the Access Person receives clearance for the transaction, no investment in the same issuer may be made for a Fund or client unless an executive officer of Franklin Resources, Inc., with no interest in the issuer, approves the transaction.
IN ORDER TO EXPEDITE YOUR REQUEST, PLEASE PROVIDE THE FOLLOWING INFORMATION:
     
Name/Description of Proposed Investment:
   
 
   
 
   
Proposed Investment Amount:
   
 
   
Please attach pages of the offering memorandum (or other documents) summarizing the investment opportunity, including:
  i)   Name of the partnership/hedge fund/issuer;
 
  ii)   Name of the general partner, location & telephone number;
 
  iii)   Summary of the offering; including the total amount the offering/issuer;
 
  iv)   Percentage your investment will represent of the total offering;
 
  v)   Plan of distribution; and
 
  vi)   Investment objective and strategy,
Please respond to the following questions:
  a)   Was this investment opportunity presented to you in your capacity as a portfolio manager? If no, please explain the            relationship, if any, you have to the issuer or principals of the issuer.
 
  b)   Is this investment opportunity suitable for any fund/client that you advise? 12 If yes, why isn’t the investment being made on behalf of the fund/client? If no, why isn’t the investment opportunity suitable for the fund/clients?
 
  c)   Do any of the fund/clients that you advise presently hold securities of the issuer of this proposed investment (e.g., common stock, preferred stock, corporate debt, loan participations, partnership interests, etc), ? If yes, please provide the names of the funds/clients and security description.
 
12   If an investment opportunity is presented to you in your capacity as a portfolio manager and the investment opportunity is suitable for the fund/client, it must first be offered to the fund/client before any personal securities transaction can be effected.

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  d)   Do you presently have or will you have any managerial role with the company/issuer as a result of your investment? If yes, please explain in detail your responsibilities, including any compensation you will receive.
 
  e)   Will you have any investment control or input to the investment decision making process?
 
  f)   Will you receive reports of portfolio holdings? If yes, when and how frequently will these be provided?
Reminder: Personal securities transactions that do not generate brokerage confirmations (e.g., investments in private placements) must be reported to the Code of Ethics Administration Department on Schedule B no later than 30 calendar days after the end of the calendar quarter the transaction took place.
         
Employee’s Name (print)   Signature   Date
 
         
         
 
“I confirm, to the best of my knowledge and belief, that I have reviewed the private placement and do not believe that the proposed personal trade will be contrary to the best interests of any of our funds’ or clients’ portfolios.”
         
Chief Investment Officer’s Name   Signature   Date
 
         
         
 
CODE OF ETHICS ADMINISTRATION DEPT. USE ONLY
                 
Date Received:
          Date Forwarded to FRI Executive Officer:    
 
               
Approved By:
         
         
Director, Global Compliance/Chief Compliance Officer       Date
                 
Date Entered in Lotus Notes:
          Date Entered in Examiner:    
 
               
                             
Precleared:
  o   o   (attach E-Mail)       Is the Access Person Registered?   o   o
 
  Yes   No               Yes   No

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SCHEDULE G: Request for Approval to Serve as a Director
Instructions: Print form, complete, sign and date. Submit completed form to Code of Ethics Administration Department via:
         
Inter-office: Code of Ethics Administration, SM-920/2
  Fax:    (650) 312-5646
 
       
U.S. Mail: Franklin Templeton Investments
  E-mail:   Preclear-Code of Ethics (internal)
Attn: Code of Ethics Administration Dept.
      Lpreclear@frk.com (external)
P.O. Box 25050
       
San Mateo, CA 94402-5050
       
EMPLOYEE INFORMATION
             
Employee:
           
     
 
           
Department:
      Extension:    
 
           
 
           
Job Title:
      Site/Location:    
 
           
 
           
Supervisor:
      Sup. Extension:    
 
           
COMPANY INFORMATION
         
Company Name:
       
     
 
       
Nature of company’s business:
       
     
 
       
Is this a public or private company?
       
     
 
       
Title/Position:
       
     
 
       
Justification for serving as a director with the company:
       
     
 
       
Estimate of hours to be devoted to the company:
       
     
 
       
Compensation received:
  o Yes   o No
     
 
       
If compensated, how?
       
     
 
       
Starting date:
       
     
NASD Registered/Licensed?            o Yes                      o No
Code of Ethics Designation       o Non Access Person       o Access Person       o Supervised Person       o Portfolio Person
                 
Signature:
          Date:    
 
               
FOR APPROVAL USE ONLY
o Approved            o Denied
             
Signatory Name
      Signatory Title:    
 
           
 
           
Signature:
      Date:    
 
           

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APPENDIX C: Investment Advisor and Broker-Dealer and Other Subsidiaries
of Franklin Resources, Inc. — April 2006
             
Franklin Advisers, Inc.
  IA   Templeton Global Advisors Ltd. (Bahamas)   IA
Franklin Advisory Services, LLC
  IA   Franklin Templeton Italia Societa di
Gestione del Risparmio per Axioni (Italy)
  FBD/FIA
Franklin Investment Advisory Services, LLC
  IA   Franklin Templeton Investment Services
GmbH (Germany)
  FBD
Franklin Templeton Portfolio Advisors, Inc.
  IA   Fiduciary Trust International of the South   Trust Co
Franklin Mutual Advisers, LLC
  IA   Franklin Templeton Services, LLC   BM
Franklin/Templeton Distributors, Inc.
  BD   Franklin Templeton Investments Corp. (Ontario)   IA/FIA
Franklin Templeton Services, LLC
  FA   Templeton Asset Management Ltd. (Singapore)   IA/FIA
Franklin Templeton International Services S.A. (Luxembourg)
  FBD   Fiduciary Trust Company International   Trust Co.
Franklin Templeton Investments Australia
Limited
  FIA   Fiduciary International, Inc   IA
Franklin/Templeton Investor Services, LLC
  TA   Fiduciary Investment Management
International Inc
  IA
Franklin Templeton Alternative Strategies,
LLC
  IA   Franklin Templeton Institutional Asia
Limited (Hong Kong)
  FIA
Franklin Templeton Institutional, LLC
  IA   Fiduciary Trust International Limited (UK)   IA/FIA
Fiduciary Financial Services, Corp.
  BD   Franklin Templeton Investment Trust
Management, Ltd (Korea)
  FIA
Franklin Templeton Asset Management S.A. (France)
  FIA   Franklin Templeton Asset Management
(India) Private Limited (India)
  FBD/FIA
Franklin Templeton Investments (Asia)
Limited (Hong Kong)
  FBD/IA        
Franklin Templeton Investment Management
Limited (UK)
  IA/FIA        
Templeton/Franklin Investment Services, Inc
  BD        
Templeton Investment Counsel, LLC
  IA        
Templeton Asset Management, Ltd.
  IA/FIA        
Franklin Templeton Investments Japan Ltd.
  FIA        
         
Codes:   IA:  
US registered investment adviser
    BD:  
US registered broker-dealer
    FIA:  
Foreign equivalent investment adviser
    FBD:  
Foreign equivalent broker-dealer
    TA:  
US registered transfer agent
    FA:  
Fund Administrator
    BM:  
Business manager to the funds
    REA:  
Real estate adviser
    Trust:  
Trust company

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APPENDIX D: Franklin Resources, Inc. Code of Ethics and Business Conduct
This Code of Ethics and Business Conduct (the “Code”) has been adopted by the Board of Directors (the “Board”) of Franklin Resources, Inc. in connection with its oversight of the management and business affairs of Franklin Resources, Inc.
1.   Purpose and Overview .
  (a)   Application . The Code is applicable to all officers, directors, employees and temporary employees (each, a “Covered Person”) of Franklin Resources, Inc. and all of its U.S. and non-U.S. subsidiaries and affiliates (collectively, the “Company”).
 
  (b)   Purpose . The Code summarizes the values, principles and business practices that guide the business conduct of the Company and also provides a set of basic principles to guide Covered Persons regarding the minimum ethical requirements expected of them. The Code supplements the Company’s existing employee policies, including those specified in the respective U.S. and non-U.S. employee handbooks and also supplements various other codes of ethics, policies and procedures that have been adopted by the Company. All Covered Persons are expected to become familiar with the Code and to apply these principles in the daily performance of their jobs.
 
  (c)   Overriding Responsibilities. It is the responsibility of all Covered Persons to maintain a work environment that fosters fairness, respect and integrity. The Company requires all Covered Persons to conduct themselves in a lawful, honest and ethical manner in all of the Company’s business practices.
 
  (d)   Questions . All Covered Persons are expected to seek the advice of a supervisor, a manager, the Human Resources Department, the Company’s General Counsel or the Global Compliance Department for additional guidance or if there is any question about issues discussed in this Code.
 
  (e)   Violations . If any Covered Person observes possible unethical or illegal conduct, such concerns or complaints should be reported as set forth in Section 16 below.
 
  (f)   Definition of Executive Officer . For the purposes of this Code, the term “Executive Officer” shall mean those officers, as shall be determined by the Board of Directors of Franklin Resources, Inc. from time to time, who are subject to the reporting obligations of Section 16(a) of the Securities Exchange Act of 1934.
 
  (g)   Definition of Director . For purposes of this Code, the term “Director” shall mean members of the Board of Directors of Franklin Resources, Inc.
2.   Compliance with Laws, Rules and Regulations.
  (a)   Compliance. All Covered Persons of the Company are required to comply with all of the applicable laws, rules and regulations of the United States and other countries, and the

53


 

      states, counties, cities and other jurisdictions, in which the Company conducts its business. Local laws may in some instances be less restrictive than the principles set forth in this Code. In those situations, Covered Persons should comply with the Code, even if the conduct would otherwise be legal under applicable laws. On the other hand, if local laws are more restrictive than the Code, Covered Persons should comply with applicable laws.
  (b)   Insider Trading . Such Global Compliance includes, without limitation, compliance with the Company’s insider trading policy, which prohibits Covered Persons from trading securities either personally or on behalf of others, while in possession of material non-public information or communicating material non-public information to others in violation of the law. Securities include common stocks, bonds, options, futures and other financial instruments. Material information includes any information that a reasonable investor would consider important in a decision to buy, hold, or sell securities. These laws provide substantial civil and criminal penalties for individuals who fail to comply. The policy is described in more detail in the various employee handbooks and compliance policies. In addition, the Company has implemented trading restrictions to reduce the risk, or appearance, of insider trading.
 
  (c)   Questions Regarding Stock Trading . All questions regarding insider trading or reports of impropriety regarding stock transactions should be made to the Global Compliance Department. See also Section 16 below.
3.   Conflicts of Interest.
  (a)   Avoidance of Conflicts . All Covered Persons are required to conduct themselves in a manner and with such ethics and integrity so as to avoid a conflict of interest, either real or apparent.
 
  (b)   Conflict of Interest Defined . A conflict of interest is any circumstance where an individual’s personal interest interferes or even appears to interfere with the interests of the Company. All Covered Persons have a duty to avoid financial, business or other relationships that might be opposed to the interests of the Company or might cause a conflict with the performance of their duties.
 
  (c)   Potential Conflict Situations . A conflict can arise when a Covered Person takes actions or has interests that may make it difficult to perform his or her Company related work objectively and effectively. Conflicts also may arise when a Covered Person or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company.
 
  (d)   Examples of Potential Conflicts . Some of the areas where a conflict could arise include:
  (i)   Employment by a competitor, regardless of the nature of the employment, while employed by the Company.

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  (ii)   Placement of business with any company in which a Covered Person, or any member of the Covered Person’s family, has a substantial ownership interest or management responsibility.
 
  (iii)   Making endorsements or testimonials for third parties.
 
  (iv)   Processing a transaction on the Covered Person’s personal account(s), or his or her friend or family members’ account(s), through the Company’s internal systems without first submitting the transaction request to the Company’s Customer Service Center.
 
  (v)   Disclosing the Company’s confidential information to a third party without the prior consent of senior management.
  (e)   Questions Regarding Conflicts . All questions regarding conflicts of interest and whether a particular situation constitutes a conflict of interest should be directed to the Global Compliance Department. See also Section 16 below.
4.   Gifts and Entertainment.
  (a)   Rationale . The Company’s aim is to deter providers of gifts from seeking or receiving special favors from Covered Persons. Gifts of more than a nominal value can cause Covered Persons to feel placed in a position of “obligation” and/or give the appearance of a conflict of interest.
 
  (b)   No Conditional Gifts . Covered Persons may not at any time accept any item that is conditioned upon the Company doing business with the entity or person giving the gift.
 
  (c)   No Cash Gifts . Cash gifts of any amount should never be accepted.
 
  (d)   No Non-Cash Gifts Over $100 . Covered Persons, including members of their immediate families, may not, directly or indirectly, take, accept or receive bonuses, fees, commissions, gifts, gratuities, or any other similar form of consideration, from any person, firm, corporation or association with which the Company does or seeks to do business if the value of such item is in excess of $100.00 on an annual basis.
 
  (e)   No Solicitation for Gifts . Covered Persons should not solicit any third party for any gift, gratuity, entertainment or any other item regardless of its value.
 
  (f)   Permitted Entertainment . Covered Persons, including members of their immediate families, may accept or participate in “reasonable entertainment” provided by any person, firm, corporation or association with which the Company does or seeks to do business. “Reasonable entertainment” would include, among other things, an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment, which is neither so frequent nor so excessive as to raise any question of propriety; attended by the entity or person providing the entertainment, meal, or tickets; not more frequent than once per quarter; and not preconditioned on a “quid pro quo” business relationship.

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  (g)   No Excessive Entertainment. Covered Persons are prohibited from accepting “excessive entertainment” without the prior written approval of the Company’s Chief Executive Officer or the Office of the Chairman. “Excessive entertainment” is entertainment that has a value greater than $1000.00 or is provided more frequently than once per quarter.
 
  (h)   What To Do . Covered Persons presented with a gift with a value in excess of $100.00 or entertainment valued greater than $1000.00 should politely decline and explain that the Company policy makes it impossible to accept such a gift. Covered Persons are encouraged to be guided by their own sense of ethical responsibility, and if they are presented with such a gift from an individual or company, they should notify their manager so the gift can be returned.
 
  (i)   Permitted Compensation . The Company recognizes that this Section 4 does not prohibit Directors who do not also serve in management positions within the Company from accepting compensation, bonuses, fees and other similar consideration paid in the normal course of business as a result of their outside business activity, employment or directorships.
 
  (j)   Questions Regarding Gifts and Entertainment . All questions regarding gifts and entertainment should be directed to the Global Compliance Department. See also Section 16 below.
5.   Outside Employment.
  (a)   Restrictions . Subject to any departmental restrictions, Covered Persons are permitted to engage in outside employment if it is free of any actions that could be considered a conflict of interest. Outside employment must not adversely affect a Covered Person’s job performance at the Company, and outside employment must not result in absenteeism, tardiness or a Covered Person’s inability to work overtime when requested or required. Covered Persons may not engage in outside employment, which requires or involves using Company time, materials or resources.
 
  (b)   Self-Employment . For purposes of this policy, outside employment includes self-employment.
 
  (c)   Required Approvals . Due to the fiduciary nature of the Company’s business, all potential conflicts of interest that could result from a Covered Person’s outside employment should be discussed with the Covered Person’s manager and the Human Resources Department, prior to entering into additional employment relationships.
 
  (d)   Outside Directors Exempt . The Company recognizes that this Section 5 is not applicable to Directors who do not also serve in management positions within the Company.

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6.   Confidentiality.
  (a)   Confidentiality Obligation . Covered Persons are responsible for maintaining the confidentiality of information entrusted to them by the Company or its customers, except when disclosure is authorized or legally mandated. The sensitive nature of the investment business requires that the Company keep its customers’ confidence and trust. Covered Persons must be continuously sensitive to the confidential and privileged nature of the information to which they have access concerning the Company, and must exercise the utmost discretion when discussing any work-related matters with third parties. Each Covered Person must safeguard the Company’s confidential information and not disclose it to a third party without the prior consent of senior management.
 
  (b)   What Is Confidential Information . “Confidential information” includes but is not limited to information, knowledge, ideas, documents or materials that are owned, developed or possessed by the Company or that in some other fashion are related to confidential or proprietary matters of the Company, its business, customers, shareholders, Covered Persons or brokers. It includes all business, product, marketing, financial, accounting, personnel, operations, supplier, technical and research information. It also includes computer systems, software, documentation, creations, inventions, literary works, developments, discoveries and trade secrets. Confidential information includes any non-public information of the Company that might be of use to competitors, or harmful to the Company or its customers, if disclosed.
 
  (c)   Acknowledgment . All employees of the Company are expected to sign an acknowledgment regarding the confidentiality policy set forth above at the time they become employed with the Company.
 
  (d)   Length of Confidentiality Obligations . Covered Persons are expected to comply with the confidentiality policy not only for the duration of their employment or service with the Company, but also after the end of their employment or service with the Company.
 
  (e)   Confidentiality Under the Code . All reports and records prepared or maintained pursuant to this Code shall be considered confidential and shall be maintained and protected accordingly.
7.   Ownership of Intellectual Property.
  (a)   Company Ownership . The Company owns all of the work performed by Covered Persons at and/or for the Company, whether partial or completed. All Covered Persons shall be obligated to assign to the Company all “intellectual property” that is created or developed by Covered Persons, alone or with others, while working for the Company.
 
  (b)   What Is Intellectual Property . “Intellectual Property” includes all trademarks and service marks, trade secrets, patents and patent subject matter and inventor rights in the United States and foreign countries and related applications. It includes all United States and foreign copyrights and subject matter and all other literary property and author rights,

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      whether or not copyrightable. It includes all creations, not limited to inventions, discoveries, developments, works of authorship, ideas and know-how. It does not matter whether or not the Company can protect them by patent, copyright, trade secrets, trade names, trade or service marks or other intellectual property right. It also includes all materials containing any intellectual property. These materials include but are not limited to computer tapes and disks, printouts, notebooks, drawings, artwork and other documentation. To the extent applicable, non-trade secret intellectual property constitutes a “work made for hire” owned by the Company, even if it is not a trade secret.
  (c)   Exceptions . The Company will not be considered to have a proprietary interest in a Covered Person’s work product if: (i) the work product is developed entirely on the Covered Person’s own time without the use or aid of any Company resources, including without limitation, equipment, supplies, facilities or trade secrets; (ii) the work product does not result from the Covered Person’s employment with the Company; and (iii) at the time a Covered Person conceives or reduces the creation to practice, it is not related to the Company’s business nor the Company’s actual or expected research or development.
 
  (d)   Required Disclosure . All Covered Persons must disclose to the Company all intellectual property conceived or developed while working for the Company. If requested, a Covered Person must sign all documents necessary to memorialize the Company’s ownership of intellectual property under this policy. These documents include but are not limited to assignments and patent, copyright and trademark applications.
8.   Corporate Opportunities. Covered Persons are prohibited from (i) taking for themselves opportunities that are discovered through the use of Company property, information or position, (ii) using Company property, information or position for personal gain, and/or (iii) competing with the Company.
9.   Fair Dealing. Each Covered Person should endeavor to deal fairly with the Company’s customers, suppliers, competitors and Covered Persons and not to take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.
10.   Protection and Use of Company Property . All Covered Persons should protect the Company’s assets and ensure they are used for legitimate business purposes during employment with the Company. Improper use includes unauthorized personal appropriation or use of the Company’s assets, data or resources, including computer equipment, software and data.
11.   Standards of Business Conduct .
  (a)   Respectful Work Environment . The Company is committed to fostering a work environment in which all individuals are treated with respect and dignity. Each individual should be permitted to work in a business-like atmosphere that promotes equal employment opportunities.

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  (b)   Prohibited Conduct . The following conduct will not be tolerated and could result in disciplinary action, including termination:
  (i)   Any act which causes doubt about a Covered Person’s integrity, such as the falsifying of Company records and documents, competing in business with the Company, divulging trade secrets, or engaging in any criminal conduct.
 
  (ii)   Any act which may create a dangerous situation, such as carrying weapons, firearms or explosives on Company premises or surrounding areas, assaulting another individual, or disregarding property and safety standards.
 
  (iii)   The use, sale, purchase, transfer, possession, or attempted sale, purchase or transfer of alcohol or drugs while at work. Reporting to work while under the influence of alcohol or drugs, or otherwise in a condition not fit for work.
 
  (iv)   Insubordination, including refusal to perform a job assignment or to follow a reasonable request of a Covered Person’s manager, or discourteous conduct toward customers, associates, or supervisors.
 
  (v)   Harassment of any form including threats, intimidation, abusive behavior and/or coercion of any other person in the course of doing business.
 
  (vi)   Falsification or destruction of any timekeeping record, intentionally clocking in on another Covered Person’s attendance or timekeeping record, the knowledge of another Covered Person tampering with their attendance record or tampering with one’s own attendance record.
 
  (vii)   Failure to perform work, which meets the standards/expectations of the Covered Person’s position.
 
  (viii)   Excessive absenteeism, chronic tardiness, or consecutive absence of 3 or more days without notification or authorization.
 
  (ix)   Any act of dishonesty or falsification of any Company records or documents, including obtaining employment based on false, misleading, or omitted information.
  (c)   Disciplinary Action . A Covered Person or the Company may terminate the employment or service relationship at will, at any time, without cause or advance notice. Thus, the Company does not strictly adhere to a progressive disciplinary system since each incident of misconduct may have a different set of circumstances or differ in its severity. The Company will take such disciplinary action as it deems appropriate and commensurate with any misconduct of the Covered Person.

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12.   Disclosure in Reports and Documents.
  (a)   Filings and Public Materials . As a public company, it is important that the Company’s filings with the Securities and Exchange Commission (the “SEC”) and other Federal, State, domestic and international regulatory agencies are full, fair, accurate, timely and understandable. The Company also makes many other filings with the SEC and other domestic and international regulatory agencies on behalf of the funds that its subsidiaries and affiliates manage. Further, the Company prepares mutual fund account statements, client investment performance information, prospectuses and advertising materials that are sent out to its mutual fund shareholders and clients.
 
  (b)   Disclosure and Reporting Policy . The Company’s policy is to comply with all applicable disclosure, financial reporting and accounting regulations applicable to the Company. The Company maintains the highest commitment to its disclosure and reporting requirements, and expects all Covered Persons to record information accurately and truthfully in the books and records of the Company.
 
  (c)   Information for Filings . Depending on his or her position with the Company, a Covered Person, may be called upon to provide necessary information to assure that the Company’s public reports and regulatory filings are full, fair, accurate, timely and understandable. The Company expects all Covered Persons to be diligent in providing accurate information to the inquiries that are made related to the Company’s public disclosure requirements.
 
  (d)   Disclosure Controls and Procedures and Internal Control Over Financial Reporting . Covered Persons are required to cooperate and comply with the Company’s disclosure controls and procedures and internal controls over financial reporting so that the Company’s reports and documents filed with the SEC and other Federal, State, domestic and international regulatory agencies comply in all material respects with applicable laws, and rules and regulations, and provide full, fair, accurate, timely and understandable disclosure.
13.   Relationships with Government Personnel. Covered persons should be aware that practices that may be acceptable in the commercial business environment (such as providing certain transportation, meals, entertainment and other things of nominal value) may be entirely unacceptable and even illegal when they relate to government employees or others who act on the government’s behalf. Therefore, Covered Persons are required to comply with the relevant laws and regulations governing relations between government employees and customers and suppliers in every country where the Company conducts business. Covered persons are prohibited from giving money or gifts to any official or any employee of a governmental entity if doing so could reasonably be construed as having any connection with the Company’s business relationship. Any proposed payment or gift to a government official or employee must be reviewed in advance by the Global Compliance Department, even if such payment is common in the country of payment.

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14.   Political Contributions. Election laws in many jurisdictions generally prohibit political contributions by corporations to candidates. Many local laws also prohibit corporate contributions to local political campaigns. In accordance with these laws, the Company does not make direct contributions to any candidates for Federal, State or local offices where applicable laws make such contributions illegal. Contributions to political campaigns must not be, or appear to be, made with or reimbursed by the Company’s funds or resources. The Company’s funds and resources include (but are not limited to) the Company’s facilities, office supplies, letterhead, telephones and fax machines. Employees may make personal political contributions as they see fit in accordance with all applicable laws.
15.   Accountability for Adherence to the Code.
  (a)   Honesty and Integrity . The Company is committed to uphold ethical standards in all of its corporate and business activities. All Covered Persons are expected to perform their work with honesty, truthfulness and integrity and to comply with the general principles set forth in the Code. Covered Persons are also expected to perform their work with honesty and integrity in any areas not specifically addressed by the Code.
 
  (b)   Disciplinary Actions . A violation of the Code may result in appropriate disciplinary action including the possible termination from employment with the Company. Nothing in this Code restricts the Company from taking any disciplinary action on any matters pertaining to the conduct of a Covered Person, whether or not expressly set forth in the Code.
 
  (c)   Annual Certifications . Directors and Executive Officers will be required to certify annually, on a form to be provided by the Global Compliance Department, that they have received, read and understand the Code and have complied with the requirements of the Code.
 
  (d)   Training and Educational Requirements .
  (i)   Orientation . New Covered Persons will receive a copy of the Code during the orientation process conducted by representatives of the Human Resources Department and shall acknowledge that they have received, read and understand the Code and will comply with the requirements of the Code.
 
  (ii)   Continuing Education . Covered Persons shall be required to complete such additional training and continuing education requirements regarding the Code and matters related to the Code as the Company shall from time to time establish.
16.   Reporting Violations of the Code.
  (a)   Questions and Concerns . Described in this Code are procedures generally available for addressing ethical issues that may arise. As a general matter, if a Covered Person has any questions or concerns about compliance with this Code he or she is encouraged to speak with his or her supervisor, manager, representatives of the Human Resources Department, the Company’s General Counsel or the Global Compliance Department.

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  (b)   Compliance and Ethics Hot-Line . If a Covered Person does not feel comfortable talking to any of the persons listed above for any reason, he or she should call the Compliance and Ethics Hot-Line at 1-800-636-6592. Calls to the Compliance and Ethics Hot-Line may be made anonymously.
 
  (c)   Responsibility to Report Violations of the Code and Law . As part of its commitment to ethical and lawful conduct, the Company expects Covered Persons to promptly report any suspected violations of this Code or law. Failure to report knowledge of a violation or other misconduct may result in disciplinary action.
 
  (d)   Confidentiality and Investigation . The Company will treat the information set forth in a report of any suspected violation of the Code or law in a confidential manner and will conduct a prompt and appropriate evaluation and investigation of any matter reported. Covered Persons are expected to cooperate in any investigations of reported violations.
 
  (e)   Protection of Covered Persons . By law, the Company may not discharge, demote, suspend, threaten, harass, or in any other manner discriminate against an employee in the terms and conditions of employment because of any lawful act done by the employee to provide information or otherwise assist in an investigation regarding any conduct which the employee reasonably believes constitutes a violation of any rule or regulation of the SEC or any provision of Federal law relating to fraud against shareholders when the information or assistance is provided to or the investigation is conducted by, among others, a person(s) working for the Company with the authority to investigate, discover or terminate misconduct. To encourage Covered Persons to report violations of illegal or unethical conduct, the Company will not allow retaliation to be taken against any Covered Person who has made a report under this section in good faith.
 
  (f)   Accounting/Auditing Complaints . The law requires that the Company’s Audit Committee have in place procedures for the receipt, retention and treatment of complaints concerning accounting, internal accounting controls, or auditing matters and procedures for Covered Persons to anonymously submit their concerns regarding questionable accounting or auditing matters.
 
  (g)   Complaints concerning accounting, internal accounting controls or auditing matters will be directed to the attention of the Audit Committee, or the appropriate members of that committee. For direct access to the Company’s Audit Committee, please address complaints regarding accounting, internal accounting controls, or auditing matters to :
Audit Committee
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, California 94403
      Complaints or concerns regarding accounting or auditing matters may also be made to the Compliance and Ethics Hot-Line at 1-800-636-6592. Calls to the Compliance and Ethics Hot-Line may be made anonymously.

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17.   Waivers of the Code.
  (a)   Waivers by Directors and Executive Officers . Any change in or waiver of this Code for Directors or Executive Officers of the Company may be made only by the Board or a committee thereof in the manner described in Section 17(d) below, and any such waiver (including any implicit waiver) shall be promptly disclosed to shareholders as required by the corporate governance listing standards of the New York Stock Exchange and other applicable laws, rules and regulations.
 
  (b)   Waivers by Other Covered Persons . Any requests for waivers of this Code for Covered Persons other than Directors and Executive Officers of the Company may be made to the Global Compliance Department in the manner described in Section 17(e) below.
 
  (c)   Definition of Waiver . For the purposes of the Code, the term “waiver” shall mean a material departure from a provision of the Code. An “implicit waiver” shall mean the failure of the Company to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to an Executive Officer.
 
  (d)   Manner for Requesting Director and Executive Officer Waivers .
  (i)   Request and Criteria . If a Director or Executive Officer wishes to request a waiver of this Code, the Director or Executive Officer may submit to the Director of Global Compliance or the Global Compliance Department a written request for a waiver of the Code only if he/she can demonstrate that such a waiver:
  (A)   is necessary to alleviate undue hardship or in view of unforeseen circumstances or is otherwise appropriate under all the relevant facts and circumstances;
 
  (B)   will not be inconsistent with the purposes and objectives of the Code;
 
  (C)   will not adversely affect the interests of clients of the Company or the interests of the Company; and
 
  (D)   will not result in a transaction or conduct that would violate provisions of applicable laws or regulations.
  (ii)   Discretionary Waiver and Response . The Global Compliance Department will forward the waiver request to the Board or a committee thereof for consideration. Any decision to grant a waiver from the Code shall be at the sole and absolute discretion of the Board or committee thereof, as appropriate. The Secretary of the Company will advise the Global Compliance Department in writing of the Board’s decision regarding the waiver, including the grounds for granting or denying the waiver request. The Global Compliance Department shall promptly advise the Director or Executive Officer in writing of the Board’s decision.

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  (e)   Manner for Requesting Other Covered Person Waivers.
  (i)   Request and Criteria . If a Covered Person who is a non-director and non-Executive Officer wishes to request a waiver of this Code, the Covered Person may submit to the Global Compliance Department a written request for a waiver of the Code only if he/she can demonstrate that such a waiver would satisfy the same criteria set forth in Section 17(d).
 
  (ii)   Discretionary Waiver and Response . The Global Compliance Department shall forward the waiver request to the General Counsel of the Company for consideration. The decision to grant a waiver request shall be at the sole and absolute discretion of the General Counsel of the Company. The General Counsel will advise the Global Compliance Department in writing of his/her decision regarding the waiver, including the grounds for granting or denying the waiver request. The Global Compliance Department shall promptly advise the Covered Person in writing of the General Counsel’s decision.
18.   Internal Use. The Code is intended solely for the internal use by the Company and does not constitute an admission, by or on behalf of the Company, as to any fact, circumstance, or legal conclusion.
19.   Other Policies and Procedures. The “Code of Ethics and Policy Statement on Insider Trading” under Rule 17j-1 pursuant to the Investment Company Act and other policies and procedures adopted by the Company are additional requirements that apply to Covered Persons.

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POLICY STATEMENT ON INSIDER TRADING
A. Legal Requirement
     Pursuant to the Insider Trading and Securities Fraud Enforcement Act of 1988, No officer, director, employee, consultant acting in a similar capacity, or other person associated with Franklin Templeton Investments may trade, either personally or on behalf of clients, including all client assets managed by the entities in Franklin Templeton Investments, on material non-public information or communicating material non-public information to others in violation of the law. This conduct is frequently referred to as “insider trading.” Franklin Templeton Investment’s Policy Statement on Insider Trading applies to every officer, director, employee or other person associated with Franklin Templeton Investments and extends to activities within and outside their duties with Franklin Templeton Investments. Every officer, director and employee must read and retain this policy statement. Any questions regarding Franklin Templeton Investments Policy Statement on Insider Trading or the Compliance Procedures should be referred to the Legal Department.
     The term “insider trading” is not defined in the federal securities laws, but generally is used to refer to the use of material non-public information to trade in securities (whether or not one is an “insider”) or to communications of material non-public information to others.
     While the law concerning insider trading is not static, it is generally understood that the law prohibits:
  (1)   trading by an insider, while in possession of material non-public information; or
 
  (2)   trading by a non-insider, while in possession of material non-public information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated; or
 
  (3)   communicating material non-public information to others.
     The elements of insider trading and the penalties for such unlawful conduct are discussed below. If, after reviewing this policy statement, you have any questions, you should consult the Legal Department.
B. Who is an Insider?
     The concept of “insider” is broad. It includes officers, directors and employees of a company. In addition, a person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. A temporary insider can include, among others, a company’s outside attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. In addition, an investment adviser may become a temporary insider of a company it advises or for which it performs other services. According to the U.S. Supreme Court, the company must expect the outsider to keep the disclosed non-public information confidential and the relationship must at least imply such a duty before the outsider will be considered an insider.
C. What is Material Information?
     Trading on inside information is not a basis for liability unless the information is material. “Material information” generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of the company’s securities. Information that officers, directors and employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.

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     Material information does not have to relate to a company’s business. For example, in Carpenter v. U.S. , 108 U.S. 316 (1987), the Supreme Court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a Wall Street Journal reporter was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Wall Street Journal and whether those reports would be favorable or not.
D. What is Non-Public Information?
     Information is non-public until it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the Securities and Exchange Commission (“SEC”), or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal or other publications of general circulation would be considered public.
E. Basis for Liability
      1. Fiduciary Duty Theory
     In 1980, the Supreme Court found that there is no general duty to disclose before trading on material non-public information, but that such a duty arises only where there is a fiduciary relationship. That is, there must be a relationship between the parties to the transaction such that one party has a right to expect that the other party will not disclose any material non-public information or refrain from trading. Chiarella v. U.S. , 445 U.S. 22 (1980).
     In Dirks v. SEC , 463 U.S. 646 (1983), the Supreme Court stated alternate theories under which non-insiders can acquire the fiduciary duties of insiders. They can enter into a confidential relationship with the company through which they gain information ( e.g. , attorneys, accountants), or they can acquire a fiduciary duty to the company’s shareholders as “tippees” if they are aware or should have been aware that they have been given confidential information by an insider who has violated his fiduciary duty to the company’s shareholders.
     However, in the “tippee” situation, a breach of duty occurs only if the insider personally benefits, directly or indirectly, from the disclosure. The benefit does not have to be pecuniary but can be a gift, a reputational benefit that will translate into future earnings, or even evidence of a relationship that suggests a quid pro quo.
      2. Misappropriation Theory
     Another basis for insider trading liability is the “misappropriation” theory, under which liability is established when trading occurs on material non-public information that was stolen or misappropriated from any other person. In U.S. v. Carpenter , supra , the Court found, in 1987, a columnist defrauded The Wall Street Journal when he stole information from the Wall Street Journal and used it for trading in the securities markets. It should be noted that the misappropriation theory can be used to reach a variety of individuals not previously thought to be encompassed under the fiduciary duty theory.
F. Penalties for Insider Trading
     Penalties for trading on or communicating material non-public information are severe, both for individuals involved in such unlawful conduct and their employers A violation of the Code resulting in a violation of the law will be severely sanctioned, with disciplinary action including but not limited to termination. Please refer to Part 7 — Penalties for Violations of the Code.
A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include:
    civil injunctions;
 
    treble damages;

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    disgorgement of profits;
 
    jail sentences;
 
    fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited; and
 
    fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided.
     In addition, any violation of this policy statement can result in serious sanctions by the Franklin Templeton Group, including dismissal of any person involved.
G. Insider Trading Procedures
     All employees shall comply with the following procedures.
      1. Identifying Inside Information
     Before trading for yourself or others, including investment companies or private accounts managed by the Franklin Templeton Group, in the securities of a company about which you may have potential inside information, ask yourself the following questions:
    Is the information material?
 
    Is this information that an investor would consider important in making his or her investment decisions?
 
    Is this information that would substantially affect the market price of the securities if generally disclosed?
 
    Is the information non-public?
 
    To whom has this information been provided?
 
    Has the information been effectively communicated to the marketplace (e.g., published in Reuters , The Wall Street Journal or other publications of general circulation)?
If, after consideration of these questions, you believe that the information may be material and non-public, or if you have questions as to whether the information is material and non-public, you should take the following steps:
  (i)   Report the matter immediately to the designated Compliance Officer, or if he or she is not available, to the Legal Department.
 
  (ii)   Do not purchase or sell the securities on behalf of yourself or others, including investment companies or private accounts managed by Franklin Templeton Investments.

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  (iii)   Do not communicate the information inside or outside Franklin Templeton Investments , other than to the Compliance Officer or the Legal Department.
 
  (iv)   The Compliance Officer shall immediately contact the Legal Department for advice concerning any possible material, non-public information.
 
  (v)   After the Legal Department has reviewed the issue and consulted with the Compliance Officer, you will be instructed either to continue the prohibitions against trading and communication noted in (ii) and (iii), or you will be allowed to trade and communicate the information.
 
  (vi)   In the event the information in your possession is determined by the Legal Department or the Compliance Officer to be material and non-public, it may not be communicated to anyone, including persons within Franklin Templeton Investments, except as provided in (i) above. In addition, care should be taken so that the information is secure. For example, files containing the information should be sealed and access to computer files containing material non-public information should be restricted to the extent practicable. Securities for which there is material, non-public information shall be placed on the personal trading restricted list for a timeframe determined by the Compliance Officer.
      2. Restricting Access to Other Sensitive Information
     All Franklin Templeton Investments personnel also are reminded of the need to be careful to protect from disclosure other types of sensitive information that they may obtain or have access to as a result of their employment or association with Franklin Templeton Investments.
H. General Access Control Procedures
          Franklin Templeton Investments has established a process by which access to company files that may contain sensitive or non-public information such as the Bargain List and the Source of Funds List is carefully limited. Since most of the Franklin Templeton Group files, which contain sensitive information, are stored in computers, personal identification numbers, passwords and/or code access numbers are distributed to Franklin Templeton Investments computer Access Persons only. This activity is monitored on an ongoing basis. In addition, access to certain areas likely to contain sensitive information is normally restricted by access codes.

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FAIR DISCLOSURE POLICIES AND PROCEDURES
A. What is Regulation FD?
Regulation FD under the Securities Exchange Act of 1934, as amended, prohibits certain persons associated with FRI, its affiliates, and its subsidiaries (FRI together with its affiliates and subsidiaries, collectively, “FTI”), closed-end funds advised by an investment advisory subsidiary of FRI (“FTI Closed-End Funds”) and certain persons associated with the FTI investment advisers to the FTI Closed-End Funds, from selectively disclosing material nonpublic information about FRI or the FTI Closed-End Funds or their respective securities to certain securities market professionals and security holders. Regulation FD is designed to promote the full and fair disclosure of information by issuers such as FRI and the FTI Closed-End Funds.
The scope of Regulation FD is limited. Regulation FD applies to FRI and FTI Closed-End Funds, but does not apply to open-end investment companies managed by FTI investment advisers. Regulation FD also does not apply to all communications about FRI or FTI Closed-End Funds with outside persons. Rather, Regulation FD applies only to communications to securities market professionals and to any security holder of FRI or FTI Closed-End Funds under circumstances in which it is reasonably foreseeable that such security holder will trade on the basis of the information. In addition, Regulation FD does not apply to all employees and officers. It only applies to certain senior officials (directors, executive officers, investor relations or public relations officers, or other persons of similar functions) of FRI and the FTI investment advisers to the FTI Closed-End Funds and any other officer, employee or agent of FRI and the FTI Closed-End Funds. Consequently, Regulation FD and the Franklin Templeton Investments Fair Disclosure Policies and Procedures (the “Policies and Procedures”) will not apply to a variety of legitimate, ordinary-course business communications with customers, vendors, government regulators, etc. or to disclosures made to the public media. Irrespective of Regulation FD, all FTI personnel must comply with the “Franklin Templeton Investment Policy Statement on Insider Trading” and should be aware that disclosure of material nonpublic information to another person may constitute a form of illegal insider trading called “tipping.”
B. FTI’s Corporate Policy for Regulation FD
FTI is committed to being fully compliant with Regulation FD. It is not the intention of these Policies and Procedures, however, to interfere with legitimate, ordinary-course business communications or disclosures made to the public media or governmental agencies and excluded from Regulation FD. FTI believes it is in its best interest to maintain an active and open dialogue with securities market professionals, security holders and investors regarding FRI and the FTI Closed-End Funds. In compliance with Regulation FD, FTI will continue to provide current and potential security holders access to key information reasonably required for making an informed decision on whether to invest in shares of FRI or FTI Closed-End Funds. FTI personnel will make appropriate announcements and conduct interviews about FRI and FTI Closed-End Funds with the media, in accordance with Corporate Communication’s policies and procedures regarding such announcements or interviews and in compliance with Regulation FD.
C. General Provisions of Regulation FD
           Whenever :
  1)   an issuer, or person acting on its behalf (i.e. any senior official of FRI or the FTI investment adviser to an FTI Closed-End Fund, or any other officer, employee or agent of FRI or an FTI Closed-End Fund who regularly communicates with securities professionals or security holders of FRI or the FTI Closed-End Fund, or any employee directed to make a disclosure by a member of senior management)

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  2)   discloses any material non-public information (see below under Frequently Asked Questions for a discussion of “materiality” and “non-public” information)
 
  3)   to certain specified persons (generally, securities market professionals or security holders of FRI or an FTI Closed-End Fund under circumstances in which it is reasonably foreseeable that such security holders will trade on the basis of the information)
 
      Then :
 
  (4)   the issuer shall make public disclosure of that same information:
    simultaneously (for intentional disclosures), or
 
    promptly (for non-intentional disclosures).
 
      In the case of non-intentional disclosures, “promptly” means as soon as reasonably practicable (but in no event longer than 24 hours (or the commencement of the next day’s trading on the NYSE, whichever is later), after a senior official of FRI or the FTI investment adviser to the applicable FTI Closed-End Fund learns that there has been a non-intentional disclosure and knows, or is reckless in not knowing, that the information is both material and non-public.
D. Persons to whom selective disclosure may not be made:
  (1)   broker-dealers and their associated persons;
 
  (2)   investment advisers, certain institutional investment managers and their associated persons,
 
  (3)   investment companies , hedge funds and their affiliated persons, and
 
  (4)   holders of securities of FRI or an FTI Closed-End Fund , under circumstances in which it is reasonably foreseeable that the person would purchase or sell such securities on the basis of the information.
Regulation FD is designed to cover sell-side analysts, buy-side analysts, large institutional investment managers, and other market professionals who may be likely to trade on the basis of selectively disclosed information.
E. Exclusions from Regulation FD
Certain disclosures are excluded from the coverage of Regulation FD:
  (1)   communications to “temporary insiders” who owe a duty of trust or confidence to the issuer (i.e. attorneys, investment bankers, or accountants);
 
  (2)   communications to any person who expressly agrees to maintain the information in confidence (e.g., disclosures by a public company to private investors in private offerings following an agreement to maintain the confidentiality of the information received);
 
  (3)   communications to an entity whose primary business is the issuance of credit ratings, provided the information is disclosed solely for the purpose of developing a credit rating and the entity’s ratings are publicly available; and
 
  (4)   communications made in connection with most offerings of securities registered under the Securities Act of 1933.

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F. Methods of Public Disclosure:
Regulation FD provides that an issuer’s disclosure obligation may be met by any method or combination of methods of disclosure reasonably designed to provide broad, non-exclusionary distribution of the information to the public. Acceptable methods of public disclosure include:
    Furnishing or filing with the SEC a Form 8-K (not applicable to closed-end investment companies);
 
    press releases distributed through a widely circulated news or wire service; or
 
    announcements made through press conferences or conference calls that interested members of the public may attend or listen to either in person, by telephonic transmission, or by other electronic transmission (including use of the Internet), of which the public has adequate advance notice and means of access.
Posting of new information on issuer’s own website is not by itself a sufficient method of public disclosure. It may be used in combination with other methods.
G. Training
Appropriate training will be provided to certain employees identified as follows:
    Corporate Communications Department
 
    Portfolio managers of FTI Closed-End Funds and their assistants;
 
    Managers and supervisors of Customer Service Representatives.
As a part of this training, each employee will be notified that they should not communicate on substantive matters involving FRI or the FTI Closed-End Funds except in accordance with these Policies and Procedures.
H. Reporting Consequences
FTI personnel must promptly report to their supervisor or the Code of Ethics Administration Department any violations of these Policies and Procedures. Any violation of these Policies and Procedures may result in disciplinary action, up to and including termination of employment and/or referral to appropriate governmental agencies.
I. Questions
All inquiries regarding these Policies and Procedures should be addressed to Barbara Green, Vice President, Deputy General Counsel and Secretary of FRI (650-525-7188), or Jim Davis, Director of Global Compliance (650-312-2832).
J. Frequently Asked Questions
    When is disclosure considered intentional within the meaning of Regulation FD and when is disclosure considered non-intentional?
 
    Under Regulation FD, selective disclosure is considered intentional when the issuer (or person acting on its behalf) knows, or is reckless in not knowing, that the information disclosed is BOTH material and non-public. A non-intentional disclosure would be the inadvertent disclosure of material non-public information (i.e., a senior official later determines that the same information was not previously public or was material). For example, non-intentional selective disclosures may occur when senior officials inadvertently disclose material information in response to questions from analysts or security holders or when a decision is made to selectively disclose

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    information that the company does not view as material but the market moves in response to the disclosure.
    What is non-public information?
 
    Information is non-public if it has not been disseminated in a manner making it available to investors generally.
    What is material information?
 
    The Supreme Court has held that a fact is material if there is a substantial likelihood that it would have been viewed by the reasonable investor as having significantly altered the ‘total mix’ of information made available. Another way of considering whether information is material is if there is a substantial likelihood that a reasonable person would consider it important in deciding whether to buy or sell shares.
    Are there specific types of information that are considered material?
 
    There is no bright line test to determine materiality. However, below is a list of items that should be reviewed carefully to determine whether they are material.
    An impending departure of a portfolio manager who is primarily responsible for day-to-day management of an FTI Closed-End Fund;
 
    A plan to convert an FTI Closed-End Fund from a closed-end investment company to an open-end investment company;
 
    A plan to merge an FTI Closed-End Fund into another investment company;
 
    Impending purchases or sales of particular portfolio securities;
 
    Information about FRI related to earnings or earnings forecasts;
 
    Mergers, acquisitions, tender offers, joint ventures, or material change in assets;
 
    Changes in control or in management;
 
    Change in auditors or auditor notification that the issuer may no longer rely on an auditor’s audit report;
 
    Events regarding the securities of FRI or an FTI Closed-End Fund - e.g., repurchase plans, stock splits or changes in dividends, calls of securities for redemption, changes to the rights of security holders, and public or private sales of additional securities; and
 
    Bankruptcies or receiverships.
Are all issuer communications covered by Regulation FD?
No. Regulation FD applies only to communications by an issuer’s senior officials and others who regularly communicate with securities market professionals or security holders of the issuer. Regulation FD isn’t intended to apply to persons who are engaged in ordinary-course business communications in connection with the issuer or to interfere with disclosures to the media. However, the traditional disclosure concerns (such as “tipping” material non-public information and leaking disclosure into the market) still apply.
Are communications to the public media covered by Regulation FD?
No. However, an interview with a reporter is not the best way to disseminate material information to the public and is not a method of public disclosure mentioned by the SEC as a means to satisfy Regulation FD.
Are one-on-one discussions with analysts permitted?
Yes. Regulation FD is not intended to undermine the role of analysts in “sifting through and extracting information that may not be significant to the ordinary investor to reach material conclusions.” However, without an agreement from an analyst to maintain material non-public

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information in confidence until the information is made public by the issuer, persons covered by Regulation FD must not disclose material non-public information in one-on-one discussions with an analyst.
May issuers provide guidance on earnings?
Not selectively. Although many issuers have historically provided earnings guidance, the SEC observed in Regulation FD’s adopting release that an issuer that has a private conversation with an analyst in which the issuer provides direct or indirect guidance as to whether earnings will be higher than, lower than or even the same as forecasted will likely violate Regulation FD. Moreover, Regulation FD may be violated simply by confirming in a non-public manner an earnings forecast that is already public, because such confirmation may be material.
K. Supplemental Information — SECs Division of Corporate Finance
The following supplemental information is from the fourth supplement to the telephone interpretation manual of the Division of Corporation Finance of the U.S. Securities and Exchange Commission. It contains interpretations issued by members of the staff of the Division of Corporation Finance in response to telephone inquiries relating to Regulation FD and was last modified by the staff in June of 2001.
    Interpretations Issued October 2000
1. Can an issuer ever confirm selectively a forecast it has previously made to the public without triggering the rule’s public reporting requirements?
Yes. In assessing the materiality of an issuer’s confirmation of its own forecast, the issuer should consider whether the confirmation conveys any information above and beyond the original forecast and whether that additional information is itself material. That may depend on, among other things, the amount of time that has elapsed between the original forecast and the confirmation (or the amount of time elapsed since the last public confirmation, if applicable). For example, a confirmation of expected quarterly earnings made near the end of a quarter might convey information about how the issuer actually performed. In that respect, the inference a reasonable investor may draw from such a confirmation may differ significantly from the inference he or she may have drawn from the original forecast early in the quarter. The materiality of a confirmation also may depend on, among other things, intervening events. For example, if it is clear that the issuer’s forecast is highly dependent on a particular customer and the customer subsequently announces that it is ceasing operations, a confirmation by the issuer of a prior forecast may be material.
We note that a statement by an issuer that it has “not changed,” or that it is “still comfortable with,” a prior forecast is no different than a confirmation of a prior forecast. Moreover, under certain circumstances, an issuer’s reference to a prior forecast may imply that the issuer is confirming the forecast. If, when asked about a prior forecast, the issuer does not want to confirm it, the issuer may simply wish to say “no comment.” If an issuer wishes to refer back to the prior estimate without implicitly confirming it, the issuer should make clear that the prior estimate was as of the date it was given and is not being updated as of the time of the subsequent statement.
2. Does Regulation FD create a duty to update?
No. Regulation FD does not change existing law with respect to any duty to update.

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3. If an issuer wants to make public disclosure of material nonpublic information under Regulation FD by means of a conference call, what information must the issuer provide in the notice and how far in advance should notice be given?
An adequate advance notice under Regulation FD must include the date, time, and call-in information for the conference call.
Issuers also should consider the following non-exclusive factors in determining what constitutes adequate advance notice of a conference call:
    Timing: Public notice should be provided a reasonable period of time ahead of the conference call. For example, for a quarterly earnings announcement that the issuer makes on a regular basis, notice of several days would be reasonable. We recognize, however, that the period of notice may be shorter when unexpected events occur and the information is critical or time sensitive.
 
    Availability: If a transcript or re-play of the conference call will be available after it has occurred, for instance via the issuer’s website, we encourage issuers to indicate in the notice how, and for how long, such a record will be available to the public.
4. Can an issuer satisfy Regulation FD’s public disclosure requirement by disclosing material nonpublic information at a shareholder meeting that is open to all shareholders, but not to the public?
No. If a shareholder meeting is not accessible by the public, an issuer’s selective disclosure of material nonpublic information at the meeting would not satisfy Regulation FD’s public disclosure requirement.
5. Could an Exchange Act filing other than a Form 8-K , such as a Form 10-Q or proxy statement, constitute public disclosure?
Yes. In general, including information in a document publicly filed on EDGAR with the SEC within the time frames that Regulation FD requires would satisfy the rule. In considering whether that disclosure is sufficient, however, companies must take care to bring the disclosure to the attention of readers of the document, must not bury the information, and must not make the disclosure in a piecemeal fashion throughout the filing.
6. For purposes of Regulation FD, must an issuer wait some period of time after making a filing or furnishing a report on EDGAR that complies with the Exchange Act before making disclosure of the same information to a select audience?
Prior to making disclosure to a select audience, the issuer need only confirm that the filing or furnished report has received a filing date (as determined in accordance with Rules 12 and 13 of Regulation S-T) that is no later than the date of the selective disclosure.

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7. Can an issuer ever review and comment on an analyst’s model privately without triggering Regulation FD’s disclosure requirements?
Yes. It depends on whether, in so doing, the issuer communicates material nonpublic information. For example, an issuer ordinarily would not be conveying material nonpublic information if it corrected historical facts that were a matter of public record. An issuer also would not be conveying such information if it shared seemingly inconsequential data which, pieced together with public information by a skilled analyst with knowledge of the issuer and the industry, helps form a mosaic that reveals material nonpublic information. It would not violate Regulation FD to reveal this type of data even if, when added to the analyst’s own fund of knowledge, it is used to construct his or her ultimate judgments about the issuer. An issuer may not, however, use the discussion of an analyst’s model as a vehicle for selectively communicating — either expressly or in code — material nonpublic information.
8. During a nonpublic meeting with analysts, an issuer’s CEO provides material nonpublic information on a subject she had not planned to cover. Although the CEO had not planned to disclose this information when she entered the meeting, after hearing the direction of the discussion, she decided to provide it, knowing that the information was material and nonpublic. Would this be considered an intentional disclosure that violated Regulation FD because no simultaneous public disclosure was made?
Yes. A disclosure is “intentional” under Regulation FD when the person making it either knows, or is reckless in not knowing, that the information he or she is communicating is both material and nonpublic. In this example, the CEO knew that the information was material and nonpublic, so the disclosure was “intentional” under Regulation FD, even though she did not originally plan to make it.
9. May an issuer provide material nonpublic information to analysts as long as the analysts expressly agree to maintain confidentiality until the information is public?
Yes.
10. If an issuer gets an agreement to maintain material nonpublic information in confidence, must it also get the additional statement that the recipient agrees not to trade on the information in order to rely on the exclusion in Rule  100(b)(2)(ii) of Regulation FD?
No. An express agreement to maintain the information in confidence is sufficient. If a recipient of material nonpublic information subject to such a confidentiality agreement trades or advises others to trade, he or she could face insider trading liability.
11. If an issuer wishes to rely on the confidentiality agreement exclusion of Regulation FD, is it sufficient to get an acknowledgment that the recipient of the material nonpublic information will not use the information in violation of the federal securities laws?
No. The recipient must expressly agree to keep the information confidential.

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12. Must road show materials in connection with a registered public offering be disclosed under Regulation FD?
Any disclosure made “in connection with” a registered public offering of the type excluded from Regulation FD is not subject to Regulation FD. That includes road shows in those offerings. All other road shows are subject to Regulation FD in the absence of another applicable exclusion from Regulation FD. For example, a disclosure in a road show in an unregistered offering is subject to Regulation FD. Also, a disclosure in a road show made while the issuer is not in registration and is not otherwise engaged in a securities offering is subject to Regulation FD. If, however, those who receive road show information expressly agree to keep the material nonpublic information confidential, disclosure to them is not subject to Regulation FD.
13. Can an issuer disclose material nonpublic information to its employees (who may also be shareholders) without making public disclosure of the information?
Yes. Rule 100(b)(1) states that Regulation FD applies to disclosures made to “any person outside the issuer.” Regulation FD does not apply to communications of confidential information to employees of the issuer. An issuer’s officers, directors, and other employees are subject to duties of trust and confidence and face insider trading liability if they trade or tip.
14. If an issuer has a policy that limits which senior officials are authorized to speak to persons enumerated in Rule  100(b)(1)(i) — (b)(1)(iv), will disclosures by senior officials not authorized to speak under the policy be subject to Regulation FD?
No. Selective disclosures of material nonpublic information by senior officials not authorized to speak to enumerated persons are made in breach of a duty of trust or confidence to the issuer and are not covered by Regulation FD. Such disclosures may, however, trigger liability under existing insider trading law.
15. A publicly traded company has decided to conduct a private placement of shares and then subsequently register the resale by those shareholders on a Form S-3 registration statement. The company and its investment bankers conduct mini-road shows over a three-day period during the private placement. Does the resale registration statement filed after completion of the private placement affect whether disclosure at the road shows is covered by Regulation FD?
No. The road shows are made in connection with an offering by the issuer that is not registered (i.e., the private placement), regardless of whether a registration statement is later filed for an offering by those who purchased in the private placement.
    Additional Interpretations Issued December 2000
1. Does the mere presence of the press at an otherwise non-public meeting attended by persons outside the issuer described in paragraph (b)(1) of Rule 100 under Regulation FD render the meeting public for purposes of Regulation FD?

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Regulation FD states that a company can make public disclosure by filing or furnishing a Form 8-K or by disseminating information through another method (or combination of methods) that is reasonably designed to provide broad, non-exclusionary distribution of the information to the public. Some companies may attempt to satisfy the latter method for public dissemination by merely having the press in attendance at a meeting to which the public is not invited or otherwise present. If it is attended by persons outside the issuer described in paragraph (b)(1) of Rule 100 under Regulation FD and if it is not otherwise public, the meeting will not necessarily be deemed public for purposes of Regulation FD by the mere presence of the press at the meeting. Whether or not the meeting would be deemed public would depend, among other things, on when, what and how widely the press reports on the meeting.
2. Is Regulation FD intended to replace the practice of using a press release to disseminate earnings information in advance of a conference call or webcast at which earnings information will be discussed?
No. In adopting Regulation FD, the Commission specifically indicated that it did not intend the regulation to alter or supplant the rules of self-regulatory organizations with respect to the use of press releases to announce material developments. In this regard, the Commission specifically endorsed a model for the planned disclosure of material information, such as earnings, in which the conference call or webcast is preceded by a press release containing the earnings information.

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Supplemental Memorandum on Chinese Wall Policy
As revised August, 2004
The following revised memorandum updates the memo, dated November 19, 1999, and reflects changes to the Advisory Groups. The memorandum sets forth FTI’s policies and procedures for restricting the flow of “Investment Information” and erecting barriers to prevent the flow of such “Investment Information” (the “Chinese Wall”) between the following Advisory Groups:
1.   Franklin Templeton Advisory Group (“Franklin Templeton”);
 
2.   Franklin Floating Rate Trust Advisory Group (“Floating Rate”); and
 
3.   Franklin Mutual Advisory Group (“Franklin Mutual”)
     “Investment Information” of each respective Advisory Group is information relating to:
    actual and proposed trading on behalf of clients of the Advisory Group;
 
    current and prospective Advisory Group client portfolio positions; and
 
    investment research related to current and prospective positions.
Specifically, under the Chinese Wall, access persons 13 from these Advisory Groups (as defined in Appendix A) are prohibited from having access to Investment Information of an Advisory Group other than his or her own Advisory Group with the following exception: Access persons to Floating Rate may have access to Investment Information of Franklin Templeton, but access persons to Franklin Templeton may not have access to Floating Rate.
The Chinese Wall applies to all access persons, including part-time employees, and consultants, and are in addition to those obligations prescribed by the Franklin Templeton Group’s Code of Ethics (the “Code of Ethics”).
Questions regarding these procedures should be directed to the attention of the Director, Legal Global Compliance, Legal Department, San Mateo, California at (650) 312-2832 or e-mailed to jdavis@frk.com.
GENERAL PROCEDURES
Confidentiality . Access persons within one Advisory Group (e.g., Franklin Templeton) may not disclose Investment Information to access persons of the other Advisory Group (e.g., Franklin Mutual). Any communication of Investment Information outside an Advisory Group should be limited to persons (such as Accounting, Investment Operations, Legal and Compliance personnel) who have a valid “need to know” such information and each of whom is specifically prohibited from disclosing Investment Information from one to another except when necessary for regulatory purposes. Nothing contained herein is designed to prohibit the proper exchange of accounting, operational, legal or compliance information among such persons in the normal course of performing his or her duties.
 
13   The definition of access person is the same as that contained in the Code of Ethics.

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Discussions . Access persons within one Advisory Group shall avoid discussing Investment Information in the presence of persons who do not have a need to know the information. Extreme caution should be taken with discussions in public places such as hallways, elevators, taxis, airplanes, airports, restaurants, and social gatherings. Avoid discussing confidential information on speakerphones. Mobile telephones should be used with great care because they are not secure.
Access . Access persons should limit physical access to areas where confidential or proprietary information may be present or discussed. Only persons with a valid business reason for being in such an area should be permitted. In this regard, meetings with personnel who are not members of the same Advisory Group should be conducted in conference rooms rather than employee offices. Work on confidential projects should take place in areas that are physically separate and secure.
Outside Inquiries . Any person not specifically authorized to respond to press or other outside inquiries concerning a particular matter shall refer all calls relating to the matter to the attention of the Director, Corporate Communications, Franklin Templeton Investments, in San Mateo, California, at (650) 312-4701.
Documents and Databases . Confidential documents should not be stored in common office areas where they may be read by unauthorized persons. Such documents shall be stored in secure locations and not left exposed overnight on desks or in workrooms.
Confidential databases and other confidential information accessible by computer shall be protected by passwords or otherwise secured against access by unauthorized persons.
Faxing, Mailing and Emailing Procedures . Confidential documents shall not be faxed, e-mailed or sent via interoffice or other mailto locations where they may be read by unauthorized persons, including to other FRI offices outside the Advisory Group, unless steps have been taken to remove or redact any confidential information included in such documents. Prior to faxing a document that includes confidential information, the sender shall confirm that the recipient is attending the machine that receives such documents.
THE CHINESE WALL
General . FRI has adopted the Chinese Wall to separate investment management activities conducted by certain investment advisory subsidiaries of FRI. The Chinese Wall may be amended or supplemented from time to time by memoranda circulated by the Global Compliance Department.
Chinese Wall Restrictions . Except in accordance with the Wall-crossing procedures described below or in accordance with such other procedures as may be developed by the Global Compliance Department for a particular department or division:
  No access person in any Advisory Group (as defined in Appendix A) shall disclose Investment Information to any access person in the any other Advisory Group, or give such access persons access to any file or database containing such Investment Information; and
 
  No access person in any Advisory Group shall obtain or make any effort to obtain Investment Information within the any other Advisory Group from any person.

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An access person who obtains Investment Information of an Advisory Group other than his or her own in a manner other than in accordance with the Chinese Wall procedures described herein, shall immediately notify an appropriate supervisory person in his or her department who, in turn, should consult with the Global Compliance Department concerning what, if any, action should be taken. Unless expressly advised to the contrary by the Global Compliance Department, such employee shall refrain from engaging in transactions in the related securities or other securities of the related issuer for any account and avoid further disclosure of the information.
Crossing Procedures . Disclosure of Investment Information of one Advisory Group to an access person in another Advisory Group on a “need to know” basis in the performance of his or her duties, should be made only if absolutely necessary. In such instance, the disclosure of such information may be made only in accordance with the specific procedures set forth below.
An access person within one Advisory Group must obtain prior approval from the Global Compliance Department before making any disclosure of Investment Information to an access person within the other Advisory Group.
Before approval is granted, the Global Compliance Department must be notified in writing by an Executive Officer within the Advisory Group (the “Originating Group”) which proposes to cross the Chinese Wall of (1) the identity of the Advisory Group access person(s) who are proposed to cross the Chinese Wall, (2) the identity of the access person(s) in the other Advisory Group (the “Receiving Group”) who are proposed to receive the Investment Information, (3) the applicable issuer(s), (4) the nature of the information to be discussed, and (5) the reason for crossing the Chinese Wall. The form of notice is attached to this Memorandum as Appendix B.
The Global Compliance Department will notify an Executive Officer within the Receiving Group of the identity of the access person(s) who are proposed to cross the Chinese Wall. The Global Compliance Department may not disclose any additional information to such person.
If approval is obtained from an Executive Officer within the Receiving Group, the Global Compliance Department will notify the requesting Executive Officer in the Originating Group that the proposed Wall-crosser(s) may be contacted. Personnel from the Global Compliance Department or their designees must attend all meetings where Wall-crossing communications are made. Communications permitted by these crossing procedures shall be conducted in a manner not to be overheard or received by persons not authorized to receive confidential information.
A record of Wall-crossings will be maintained by the Global Compliance Department.
An access person who has crossed the Chinese Wall under these procedures must maintain the confidentiality of the Investment Information received and may use it only for the purposes for which it was disclosed.
Any questions or issues arising in connection with these crossing procedures will be resolved between the appropriate Executive Officers(s), the Global Compliance Department and the Legal Department.

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APPENDIX A
As of JUNE 2004
FRANKLIN TEMPLETON INVESTMENT’S ADVISORY GROUPS
1.   FRANKLIN/TEMPLETON ADVISORY GROUP
Franklin Advisers, Inc.
Franklin Advisory Services, LLC
Franklin Investment Advisory Services, Inc.
Franklin Private Client Group, Inc.
Franklin Templeton Alternative Strategies, Inc.
Franklin Templeton Asset Management S.A. (France)
Franklin Templeton Fiduciary Bank & Trust Ltd. (Bahamas)
Franklin Templeton Institutional Asia Limited (Hong Kong)
Franklin Templeton Institutional, LLC
Franklin Templeton Investments Corp (Canada)
Franklin Templeton Investment Management, Limited (UK)
Franklin Templeton Investment Trust Management Co., Ltd. (Korea)
Franklin Templeton Investments Japan, Ltd.
Franklin Templeton Investments (Asia) Limited (Hong Kong)
Franklin Templeton Investments Australia Limited
Franklin Templeton Italia Societa di Gestione del Risparimo per Azioni (Italy)
Templeton/Franklin Investment Services, Inc.
Templeton Investment Counsel, LLC
Templeton Asset Management, Limited.
Templeton Global Advisors Limited (Bahamas)
Franklin Templeton Asset Management (India) Pvt. Ltd.
Fiduciary Trust Company International (NY)
Fiduciary International, Inc.
Fiduciary Investment Management International, Inc.
Fiduciary International Ireland Limited (Ireland)
Fiduciary Trust International Limited (UK)
Fiduciary Trust International of California
Fiduciary Trust International of Delaware
Fiduciary Trust International of the South (Florida)
FTI — Banque Fiduciary Trust (Switzerland)
2.   FRANKLIN FLOATING RATE TRUST ADVISORY GROUP
3.   FRANKLIN MUTUAL ADVISORY GROUP
Franklin Mutual Advisers, LLC

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APPENDIX B
M E M O R A N D U M
         
TO:  
The Global Compliance Department — San Mateo
         
FROM:  
 
         
RE:  
Chinese Wall Crossing
         
DATE:  
 
The following access person(s)
                 
Name     Title     Department
               
 
 
                 
 
                 
 
within the                                                                Advisory Group are proposing to cross the Chinese Wall and communicate certain Investment Information to the access persons within the                                           Advisory Group identified below.
                 
Name     Title     Department
               
 
 
                 
 
                 
 
Such access person(s) will cross the Chinese Wall with respect to the following issuer:
 
 
 
The following is a description of the nature of the information to be discussed by such access person(s):
 
 
 
             
APPROVED:
           
 
           
 
  Executive Officer (Originating Group)       Executive Officer (Receiving Group)

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Exhibit 99(p)(xxiii)
(PICTURE)

 


 

(MELLON LOGO)
Dear Fellow Employee:
Mellon has a long, proud history and a well-deserved reputation for doing business with integrity. Maintaining that reputation for honesty and accountability, and thereby serving all of our constituents well, is essential to achieving our goal of becoming the best performing asset management and payments and securities services company. And it is the responsibility of every Mellon employee.
Guiding our day-to-day business dealings are our Shared Values – Integrity , Teamwork and Excellence . They underscore our commitment to a work environment that fosters respect for all employees, and they help us deliver on the Mellon Promise to customers around the world.
To help you make the right decisions when questions of ethics arise in the normal course of business, Mellon offers a number of valuable resources for information and support. These include the Code of Conduct , Securities Trading Policy , Senior Financial Officers Code of Ethics , and various Corporate Policies and Procedures. These policies apply to all Mellon employees and provide guidance to you regarding the standards to which you are expected to adhere. Additionally, you have a resource in Mellon’s Ethics Office. Their mission is to help you when you need guidance applying these policies and to provide a confidential resource to help resolve situations in the workplace where you may have concerns about whether or not certain conduct is consistent with our Shared Values.
Every employee is responsible for speaking up when they see something wrong. You can do so by calling the Mellon Ethics Help Line or the EthicsPoint ® Report Line . Toll free lines are established in nearly every country around the world where Mellon has employees. The numbers are included in the Code of Conduct and posted on the Ethics Web site. You can also e-mail the Ethics Office at ethics@mellon.com or visit www.ethicspoint.com to report concerns. Calls can be anonymous and confidential.
Our customers and shareholders expect Mellon and all of its employees to conduct business activities not only in full compliance with all laws and regulations, but also in accordance with the highest possible standards of ethical conduct. Together we can continue a tradition of excellence begun more than 130 years ago.
-S- BOB KELLY
Bob Kelly Chairman, President and Chief Executive Officer

 


 

Table of Contents
         
    Page #
Introduction
    1  
Your Responsibilities
    2  
Obeying Laws and Regulations
    3-5  
Criminal Laws
    3  
Anticompetitive Activities
    3-4  
Illegal Use of Corporate Funds
    4  
Equal Employment Opportunity Laws
    5  
Drug Free Workplace
    5  
Avoiding Conflicts of Interest
    5-9  
Investment Decisions
    5  
Investments That Require Approval
    6  
Self-Dealing
    6  
Monitoring Outside Activities
    6  
Limiting Outside Employment
    6  
Purchasing Real Estate
    7  
Accepting Honoraria
    7  
Accepting Fiduciary Appointments
    7  
Participating in Civic Affairs
    7  
Serving as an Outside Director or Officer
    7-8  
Participating in Political Activities
    8  
Dealing With Customers and Suppliers
    8  
Gifts and Entertainment
    8-9  
Borrowing From Customers
    9  
Giving Advice to Customers
    9  
Legal Advice
    9  
Tax and Investment Advice
    9  
Recommending Professional Services
    9  
Respecting Confidential Information
    10-11  
Types of Confidential Information
    10  
Information Obtained From Business Relations
    10  
Mellon Financial Information
    10  
Mellon Examination Information
    10  
Mellon Proprietary Information
    10  
Electronic Information Systems
    10-11  
Information Security Systems
    11  
Computer Software
    11  
Insider Information
    11  
Rules for Protecting Confidential Information
    11-12  
Limited Communication to Outsiders
    11  
Corporate Use Only
    11  
Other Customers
    11  
Notification of Confidentiality
    11  
Prevention of Eavesdropping
    12  
Data Protection
    12  
Confidentiality Agreements
    12  
Contact With the Public
    12  
Supplemental Procedures
    12  
Securities Firewall Policy
    12  
Termination of Employment
    13  
Restrictions on Waivers for Executive Officers
    13  

 


 

Introduction
Today’s financial services marketplace is filled with a host of new challenges, changes and opportunities. Amidst these changes, one constant guides Mellon Financial Corporation and all of its employees and will continue to be central to all that we do: the mandate for integrity.
Only by conducting ourselves and our business in accordance with the highest standards of legal, ethical and professional integrity can we achieve our vision of excellence and our goals for the future.
This Code of Conduct will familiarize you with the general guidelines of professional conduct expected from employees in their interactions with customers, prospective customers, competitors, suppliers, the communities we serve and one another. As Mellon employees, we can settle for nothing less than full adherence to the Code.
Please read the Code carefully and retain it for your records. From time to time, you may be asked to certify in writing that you have followed the Code , so be sure you understand it. Appropriate officers should periodically reinforce the importance of the Code to their employees, pointing out provisions of particular relevance.
The penalty for violating any provision of this Code may be disciplinary action up to and including dismissal. In addition, all violations of criminal laws applicable to Mellon’s businesses are required to be and will be reported to the appropriate authorities for prosecution.
Although the Code provisions generally have worldwide applicability, some sections of the Code may conflict with the laws or customs of the countries in which Mellon operations are located. However, the Code may be amended only with the approval of the Ethics Office.
If you have any questions about this Code , ask your supervisor, contact the Ethics Office or consult the Legal Department. If you suspect a violation of the Code of Conduct, contact the General Counsel. You can also contact either the Manager of the Ethics Office by using the Mellon Ethics Help Line or EthicsPoint ® Report Line . All communications can be handled in a confidential and anonymous manner (see page 2 to find out how to contact the Ethics Office or EthicsPoint ® ).
Terms frequently used in the Code are defined as follows:
    appropriate officer —head of the affected group, department or subsidiary
 
    approval —formal, written consent
 
    Bank —any bank or savings and loan association subsidiary, direct or indirect, of Mellon Financial Corporation
 
    Securities Trading Policy— Mellon Financial Corporation’s Securities Trading Policy
 
    Corporation —Mellon Financial Corporation
 
    employee —any employee of Mellon Financial Corporation or any of its subsidiaries
 
    General Counsel —General Counsel of Mellon Financial Corporation
 
    Manager of the Ethics Office— Manager of the Ethics Office of Mellon Financial Corporation
 
    Mellon— Mellon Financial Corporation and all its wholly-or majority-owned subsidiaries and affiliates.

 


 

Your Responsibilities
As an employee, your personal conduct should reflect the highest professional standards of behavior. You are obliged to monitor your personal and professional affairs so as not to discredit yourself or Mellon. You should treat all persons fairly. Everyone, including our competitors, has a right to expect you will act with complete honesty, integrity, and fairness. When, on behalf of Mellon, you purchase a product or service, you should do so on the basis of quality and price.
No code of conduct can anticipate every situation. Common sense and good judgment are required in responding to a situation that may not seem to be specifically covered by the Code and in recognizing when to seek advice regarding application of the Code . Your behavior at work reflects Mellon’s ethics, so you are expected to:
  obey all laws and regulations that apply to Mellon’s business;
 
    avoid activities that could create conflicts of interest or even the appearance of conflicts of interest with Mellon; and
 
    respect the confidentiality of Mellon business information and information about those with whom Mellon has business relationships.
Details of the above obligations are presented in the remainder of this Code of Conduct. Remember, these standards and examples serve as guidelines.
Mellon wants to hear from you. If you have a question about the Code of Conduct or related Corporate Policies, or if you want to report a concern regarding ethical business conduct, please contact Mellon’s Ethics Help Line . This line is answered by Mellon’s Ethics Office staff and all contacts may be anonymous.
You can contact Mellon’s Ethics Help Line by:
Telephone :
    Asia (except Japan): 001-800-710-63562
 
    Australia: 0011-800-710-63562
 
    Brazil: 0800-891-3813
 
    Europe: 00-800-710-63562 Japan: appropriate international access code + 800-710-63562 (Access codes are: 0061010, 001010, 0041010 or 0033010)
 
    United States and Canada: 1-888-MELLON2 (1-888-635-5662)
 
    All other locations: call collect to 412-236-7519
Email: ethics@mellon.com
Mail: P.O. Box 535026 Pittsburgh, PA 15253-5026 — USA
If, however you are uncomfortable contacting Mellon directly, you can contact EthicsPoint ® , an independent hotline provider as an alternative channel to raise your concerns. All contacts can be anonymous.
You can contact the EthicsPoint ® Report Line by:
Telephone:
NOTE: Dial the AT&T Direct Access Number below assigned to your carrier (if one is needed). Then, at the voice prompt or AT&T Operator request, enter the toll free EthicsPoint ® Report Line number which is 866-294-4696 . There is no need to dial a “1” before the toll-free number outside the US and Canada.
    Australia: (carrier: Telstra) 1-800-881-011; (carrier: Optus) 1-800-551-155
 
    Brazil: 0-800-890-0288
 
    Canada: No Direct Access Code needed
 
    Hong Kong: (carrier: Hong Kong Telephone) 000-00-0000; (carrier: New World Telephone) 000-00-0000
 
    India: 000-117
 
    Ireland: 1-800-550-000; (Universal International Freephone Number) 00-800-222-55288
 
    Japan: (carrier: IDC) 00 665-5111; (carrier: JT) 00 441-1111; (carrier: KDDI) 00 539-111
 
    Singapore: (carrier: Sing Tel) 800-011-1111; (carrier: StarHub) 800-001-0001
 
    United Kingdom: (carrier: British Telecom) 0-800-89-0011; (carrier: C&W) 0-500-89-0011; (carrier: NTL) 0-800-013-0011
 
    United States: No Direct Access Code needed
Web:
    File a Report using the EthicsPoint ® Report Line (this web page is hosted on EthicsPoint’s secure servers and is not part of the Mellon web site or intranet).
 
    Visit EthicsPoint ® at http://www.ethicspoint.com
Mail: EthicsPoint ® , Inc, 13221 SW 68th Parkway, Suite 120 Portland, OR 97223 USAS.CONT

 


 

Obeying Laws and Regulations
Numerous national, state, provincial and local laws of the countries in which we do business apply to Mellon. As an employee, you are expected to conduct all business dealings according to these laws. Violating any of them could subject you and/or Mellon to criminal and civil penalties. If you have questions about these laws or how they apply to particular situations, ask your supervisor or consult the Legal Department.
Mellon management should be informed of matters which might adversely affect the reputation of Mellon, including investigations by any governmental agency. You must be completely candid and cooperative in dealing with Mellon attorneys and auditors.
Criminal Laws
A number of criminal laws apply to Mellon employees. Examples of activities prohibited by these laws are:
    corruptly accepting or soliciting anything of value (except your salary or other compensation paid by Mellon) intending to be influenced or rewarded in connection with Mellon’s business or in return for confidential information (see page 8, “ Dealing With Customers and Suppliers ”);
 
    intentionally failing to make currency transaction filings and other reports required by the Bank Secrecy Act, and other laws;
 
    knowingly engaging in a financial transaction involving the proceeds of an illegal activity (i.e., money laundering);
 
    stealing, embezzling or misapplying Mellon funds or assets;
 
    using threats, physical force or other unauthorized means to collect money;
 
    issuing unauthorized obligations (such as certificates of deposit, notes or mortgages) or recording false entries;
 
    using Corporate funds or assets to finance campaigns for political office;
 
    lending trust funds to a Mellon officer, director or employee;
 
    certifying a check drawn on an account with insufficient funds;
 
    making a loan or giving a gift to an examiner who has the authority to examine Mellon or its affiliates;
 
    misusing federal records and documents;
 
    using a computer to gain unauthorized access to Mellon records of a customer;
 
    knowing that a criminal offense has been committed and helping the criminal avoid capture or punishment;
 
    making false reports to government officials; and
 
    using software in knowing violation of a licensing agreement.
If you are arrested, indicted, or convicted of any criminal offense involving theft, dishonesty, or breach of trust or other type of offense which may affect your employment status, you must notify your manager promptly.
Anticompetitive Activities
The laws of many jurisdictions prohibit anticompetitve activities. For example, in the United States the Sherman Antitrust Act prohibits any combination, conspiracy or agreement among competitors to restrict or prevent competition. A specific violation of this Act could be a formal or informal agreement between you and a Mellon competitor to fix prices, allocate markets, allocate customers or refuse to deal with particular suppliers or customers.
If you are in contact with Mellon’s competitors, you must avoid any agreements with them (or even circumstances that might give the appearance of such agreements) relating to how Mellon conducts its business. You should be especially careful at social or professional gatherings and at trade association meetings where discussions or exchanges of information relating to competitive matters could occur.

 


 

Obeying Laws and Regulations (cont.)
Mellon strongly encourages employees to promote the sale of all of the various Mellon products and services. “Cross-selling” of Mellon products and services is an extremely valuable tool for increasing Mellon’s revenues. However, employees should be aware that the United States Federal Bank Holding Company Act Amendments of 1970 and antitrust laws prohibit Mellon from participating in certain “tying arrangements.” A tying arrangement is one in which a seller places conditions on a sale, or the terms of a sale, of a product or service that obligates a buyer to purchase a separate product or service. For example, you may not extend credit conditioned on a customer’s rental of a Bank safe deposit box. You must be sure that you do not require customers to participate in prohibited tying arrangements.
The prohibitions against tying arrangements in the Bank Holding Company Act do not apply to certain traditional banking practices such as requiring a compensating balance in connection with a loan.
Questions concerning tying arrangements or other antitrust laws should be directed to the Legal Department.
Illegal Use of Corporate Funds
The purpose of any transaction that relates to Corporate funds or assets must be revealed and recorded at the time of the transaction. As an employee, you may not participate in any of the activities listed below.
    You may not establish or maintain secret or unrecorded funds.
 
    You may not engage in any transaction knowing that part of an anticipated payment is to be used for unlawful or improper purposes.
 
    You may not record or participate in recording incorrect, fictitious or misleading entries in Mellon’s books or records.
 
    You may not use Corporate funds or assets for political contributions in connection with political elections. A number of jurisdictions (both national and local) have laws restricting the use of corporate funds or assets in connection with elections in those jurisdictions. Corporate assets include your time during regular working hours, Mellon equipment and supplies, office space, clerical help and advertising facilities.
 
    You may not make any payment for an expressed purpose on Mellon’s behalf to any individual who you know intends to use the money for a different purpose.
 
    You may not make Corporate or personal payments of cash or other items of value to political candidates, government officials or businesses that are designed to influence the judgment or actions of the recipients in connection with any Mellon activity. Indeed, many jurisdictions put stringent limitations on entertainment of government officials. It is not prohibited under U.S. law, however, to make payments to foreign government employees with essentially ministerial or clerical duties to induce an act or decision not involving discretion. Examples of such “facilitating” payments include payments to expedite shipments through customs, payments to obtain adequate police protection and payments to place transcontinental telephone calls.
Questions concerning the permissibility of any of the above kinds of payments, which may raise issues under applicable laws, should be directed to the Legal Department.
Equal Employment Opportunity Laws
Various equal employment opportunity (EEO) laws (both national and local) apply to Mellon. Some prohibit certain kinds of discrimination in hiring, training, determining promotions, etc.; others require Affirmative Action (AA). All employment decisions are to be made in a manner consistent with applicable laws. Mellon strongly supports the principles of these laws, and you are expected to comply with them. You should address any questions concerning Mellon’s EEO policy, Mellon’s policy prohibiting sexual harassment or Mellon’s AA policy to the Legal Department or the Corporate EEO/AA Director in the Human Resources Department.
Drug Free Workplace
The illegal possession, use, purchase, transfer or sale of narcotics or other controlled substances on Mellon owned or controlled property, in Mellon owned or leased vehicles, during performance of Mellon business or at Mellon sponsored events is strictly prohibited. Any of these activities are grounds for disciplinary action, up to and including termination of employment. Mellon will cooperate with the appropriate law enforcement agencies with respect to such acts. Employees are required to become thoroughly familiar with our Drug and Alcohol Control Policy (CPP-504-4).

 


 

Avoiding Conflicts of Interest
In business, a conflict of interest is generally defined as a single person or entity having two or more interests that are inconsistent. You should not cause Mellon or yourself to have a conflict of interest. You should be particularly sensitive to situations involving family or household members. In your case, a conflict of interest occurs when you allow any interest, activity or influence outside of Mellon to:
    influence your judgment when acting on behalf of Mellon;
 
    compete against Mellon in any business activity;
 
    divert business from Mellon;
 
    diminish the efficiency with which you perform your regular duties;
 
    harm or impair Mellon’s financial or professional reputation; or
 
    benefit you at the expense of Mellon.
As an employee, you are not permitted to participate in any activity that causes a conflict of interest or gives the appearance of a conflict of interest. Areas frequently involved in conflicts of interest and examples of prohibited activities are described below.
If you believe that you have, or may be perceived to have, a conflict of interest, you must disclose that conflict to the Manager of the Ethics Office. The Manager of the Ethics Office must keep copies of all such disclosures.
Questions concerning conflicts of interest should be directed to the Ethics Office.
Investment Decisions
Because your investments can lead to conflicts of interest, you must be familiar with, and comply with, the investment guidelines contained in the Securities Trading Policy , which contains restrictions and preclearance and reporting requirements for various types of securities transactions, including publicly traded securities. The Securities Trading Policy also contains special requirements for dealings in Mellon securities. In addition, certain types of investments must be reviewed individually.

 


 

Avoiding Conflicts of Interest (cont.)
Investments That Require Approval
In addition to the requirements contained in the Securities Trading Policy , you are required to obtain approval from the Manager of the Ethics Office:
  before you invest in a business enterprise if you have responsibilities for, or have decision-making responsibilities regarding, providing services to, or purchasing goods and services from, that business enterprise on behalf of Mellon; or
 
  to hold an investment in a business enterprise if you are assigned responsibility for, or have decision-making responsibilities regarding, providing services to, or purchasing goods or services from, that business enterprise on Mellon’s behalf after you have made your investment.
Self-Dealing
To further avoid conflicts of interest, you are restricted from becoming involved in certain business dealings with Mellon. As an employee, you are prohibited from:
    directly or indirectly buying assets from (other than assets being offered to the public or employees generally), or selling assets to, Mellon or any account for which Mellon acts as a fiduciary unless you have prior consent from the appropriate officer or you have court or regulatory approval, as required;
 
    representing Mellon in any activity (whether an internal Mellon activity or a transaction between Mellon and a third party) requiring your judgment or discretion which affects a person or organization in which you have a material interest, financial or otherwise. For example, you are prohibited from representing Mellon in lending money to a relative or close personal friend because it might impair or appear to impair your professional judgment or the performance of your duties, or from giving credit approval to loans made by an employee who is your spouse because it might impact your spouse’s incentive compensation or performance appraisal; and
 
    representing any non-Mellon company in any transaction with Mellon that involves the exercise of discretion by either party.
Monitoring Outside Activities
As an employee, you are expected to avoid any outside interest or activity that will interfere with your duties. Generally, your outside interests or activities should not:
    significantly encroach on time or attention you devote to your duties;
 
    adversely affect the quality of your work;
 
    compete with Mellon’s activities;
 
    involve any significant use of Mellon’s equipment, facilities or supplies;
 
    imply Mellon’s sponsorship or support (for example, through the use of Mellon stationery for personal purposes); or
 
    adversely affect the reputation of Mellon.
Limiting Outside Employment
While an employee, you may not accept outside employment as a representative who prepares, audits or certifies statements or documents pertinent to Mellon’s business. In addition, you must obtain approval from the Manager of the Ethics Office before you accept employment as a broker, contractor or agent who engages in real estate transactions such as negotiating and selling mortgages for others, appraising property or collecting rents; or as an attorney, tax or investment counselor, or insurance broker or agent.

 


 

Avoiding Conflicts of Interest (cont.)
Purchasing Real Estate
Because certain subsidiaries of the Corporation are engaged in real estate activities, any real estate transaction you make must be scrutinized to make certain it is not competitive with Mellon activities.
Unless you receive prior approval from the Manager of the Ethics Office, or the purchase is made in a public auction in which Mellon is not competing, you should not directly or indirectly:
    purchase commercial real estate from, or sell it to, a current or known potential Mellon customer;
 
    purchase any real estate with a mortgage on which Mellon is foreclosing or on which you know Mellon is planning to foreclose; or
 
    bid on or purchase any real estate that you know Mellon is considering or is likely to consider purchasing.
Accepting Honoraria
Neither you nor any member of your immediate family may accept cash honoraria for your public speaking or writing services on Mellon’s behalf. If a cash honorarium is tendered, you should donate it to the Mellon Financial Corporation Fund, request that it be donated to a charity of your choice, or turn it over to the Finance Department. You may accept noncash honoraria of nominal value (In the U.S., nominal value means less than $100. Contact the Ethics Office for assistance in determining nominal values in other locations.) You also may accept reimbursement of related expenses subject to the approval of the Manager of the Ethics Office. You should check with the Tax Group to ensure proper tax treatment.
Accepting Fiduciary Appointments
A fiduciary appointment is an appointment as an administrator, executor, guardian, custodian for a minor, trustee or managing agent. Unless you are acting on behalf of a member of your family or you have obtained approval from the Manager of the Ethics Office, you may not accept a fiduciary or co-fiduciary appointment. You also may not act as a deputy or co-tenant of a safe deposit box, or act as agent or attorney-in-fact (including signer or co-owner) on a customer’s account.
Even if you are acting on behalf of a family member or receive approval to act as fiduciary or co-fiduciary, you are expected to follow these guidelines:
    avoid any representations that you are performing (or have access to) the same professional services that are performed by a Bank;
 
    do not accept a fee for acting as co-fiduciary with a Bank unless you receive approval from the board of directors of that Bank; and
 
    do not permit your appointment to interfere with the time and attention you devote to your job responsibilities.
Participating in Civic Affairs
You are encouraged to take part in charitable, educational, fraternal or other civic affairs, as long as such affairs do not interfere or conflict with your responsibilities at Mellon. However, you should review the requirements of “Serving as an Outside Director or Officer” (see below) as they may apply to your participation in civic affairs. You should not imply Mellon’s sponsorship or support of any outside event or organization without the approval of the Chief Executive Officer of your entity or the Chief Executive Officer’s delegate.
Serving as an Outside Director or Officer
In view of the potential conflicts of interest and the possible liability for both you and Mellon, you are urged to be cautious when considering service as an officer, general partner or director of any non-Mellon entity. Before agreeing to such service, you should review and comply with the Corporate Policy on Serving as a Director/Officer of an Outside Entity (CPP-805-1), which requires approvals to hold certain outside offices and directorships. Approvals granted under this Policy do not constitute requests by Mellon to serve, nor do they carry with them indemnification.
While you are serving as an officer, general partner or director of an outside entity, you should:
    not attempt to influence or take part in any vote or decision that may lead to the use of a Mellon product or service by the outside entity, or result in the conferring of some specific benefit to Mellon by the outside entity, and see that the outside entity’s records reflect your abstention;

 


 

Avoiding Conflicts of Interest (cont.)
    relinquish any responsibility you may have for any Mellon relationship with the outside entity;
 
    be satisfied that the outside entity conducts its affairs lawfully, ethically and in accordance with prudent management and financial practices; and
 
    comply with the annual approval requirements in the Corporate Policy on Serving as a Director/Officer of an Outside Entity (CPP-805-1).
Any employee serving as a treasurer of a public organization—such as a school district, borough or other similar government entity—must consult the Legal Department for further guidelines.
Participating in Political Activities
Mellon encourages you to keep informed concerning political issues and candidates and to take an active interest in political affairs. If you do participate in any political activity, however, you may not act as a representative of Mellon unless you are specifically authorized in writing to do so by the Chief Executive Officer of the Corporation.
As explained in “Obeying Laws and Regulations” on page 4, Mellon employees are not permitted to use Corporate funds or assets in connection with political elections. In accordance with applicable laws, however, Mellon may establish political action committees for lawful participation in the political process. The use of Corporate funds or assets in connection with political elections may not be made without prior approval of the Legal Department.
Hospitality toward public officials should never be such that it could tend to compromise, or give the appearance of compromising, the honesty or integrity of the public official or Mellon. Hospitality should be extended with the expectation that it will become public knowledge and should be extended in compliance with all applicable laws and regulations.
Dealing With Customers and Suppliers
In your dealings with customers and suppliers, situations sometimes occur that may create a conflict of interest or the appearance of a conflict of interest. To avoid such conflicts, Corporate policies were developed in the areas listed below.
Gifts and Entertainment
You may not offer or accept gifts or other items of value under circumstances intended to influence you, a customer or supplier in conducting business. Items of value include money, securities, business opportunities, goods, services, discounts on goods or services, entertainment, food or drink (see page 3, “Obeying Laws and Regulations”). Employees should be aware that certain lines of businesses may have more restrictive policies. For example, in the United States employees of NASD members must adhere to NASD rules regarding gifts and entertainment.
Specifically, you may not:
    solicit for yourself or for a third party (other than Mellon) anything of value from anyone in return for any Mellon business, service or confidential information;
 
    give cash gifts to, or accept cash gifts from, a customer, supplier or person to whom you refer business;
 
    use your position at Mellon to obtain anything of value from a customer, supplier or person to whom you refer business;
 
    accept gifts under a will or trust instrument of a customer unless you have the prior approval of the Manager of the Ethics Office; or
 
    except as provided below, accept anything of value (other than earned salary, wages and fees) from anyone in connection with Mellon business.
 
  The business practices listed below do not create the risk of corruption or breach of trust to Mellon and are permissible. Accordingly, you may accept:
 
    gifts, gratuities, amenities or favors based on obvious family or personal relationships (such as those between an employee’s parents, children, or spouse) where the circumstances make it clear that those relationships—rather than Mellon business—are the motivating factors;

 


 

Avoiding Conflicts of Interest (cont.)
    meals, refreshments, travel arrangements or accommodations, or entertainment of reasonable value and in the course of a meeting or other occasion held for business discussions, provided that the expenses would be paid by Mellon as a reasonable business expense;
 
    loans from other banks or financial institutions on customary terms to finance proper and usual employee activities (such as home mortgage loans), except where prohibited by law;
 
    advertising or promotional material, such as pens, pencils, note pads, key chains, calendars and similar items having a nominal value. (In the U.S., nominal value means less than $100. Contact the Ethics Office for assistance in determining nominal values in other locations.)
 
    discounts or rebates on merchandise or services that do not exceed those available to other customers;
 
    gifts that have a nominal value (see above for description of nominal value) and are related to commonly recognized events or occasions, such as a promotion, conference, sports outing, new job, wedding, retirement or holiday; or
 
    civic, charitable, educational or religious organization awards for recognition of service and accomplishment.
If you receive or anticipate receiving something of value from a supplier, customer or person to whom you refer business in a situation that is not specifically permitted by the Code , you must notify the Manager of the Ethics Office in writing of the circumstances. You may not accept the item (or must return it if you have already received it) unless you receive approval from the Manager of the Ethics Office. The Manager of the Ethics Office will approve or deny requests based upon the reasonableness of the circumstances and whether the circumstances pose a threat to Mellon’s integrity. The Manager of the Ethics Office will maintain copies or records of all requests and responses.
Entertainment, gifts or prizes given to customers or suppliers by employees should be appropriate for the circumstances and constitute necessary and incidental Mellon business expenses. If you seek reimbursement from Mellon for business expenses, it is your responsibility to see that your expense diary is accurate and reflects only appropriate business expenses. In dealing with employees of other banks or bank holding companies in the United States, you should be aware that gifts or prizes given to those employees are subject to the United States Bank Bribery Law, and that the United States Bank Bribery Law applies to both givers and recipients.
Borrowing From Customers
You are not permitted to borrow from, or lend your personal funds to, Mellon customers, brokers or suppliers. Credit transactions in customers’ normal course of business and on regular terms (for example, transacting business with a recognized lending institution or charging items at a department store) are not included in this restriction.
Giving Advice to Customers
Unless your regular Corporate duties specifically permit, you may not give legal, tax or investment advice to customers.
Legal Advice— You may be asked by a customer to make a statement regarding the legal implications of a proposed transaction. You cannot give legal advice to customers. Be sure, therefore, that nothing you say might be interpreted as legal advice.
Tax and Investment Advice— You may not advise customers on matters concerning tax problems, tax return preparation or investment decisions.
Recommending Professional Services
Customers and others may ask your help to find qualified professional people or firms. Unless you name several candidates without indicating favoritism, you may not recommend attorneys, accountants, insurance brokers or agents, stock brokers, real estate agents, etc., to customers, employees or others. Under no circumstances may you make a recommendation if you expect to benefit.

 


 

Respecting Confidential Information
As an employee, you may have knowledge, reports or statements about Mellon’s business or possess confidential information about the private or business affairs of Mellon’s customers and suppliers. You should assume that all information about Mellon business or the private or business affairs of Mellon’s customers (including applicants, former customers and employees/retirees of customers) or suppliers is confidential and you should treat that information as privileged and hold it in the strictest confidence.
Confidential information is to be used only for Mellon’s Corporate purposes. Under no circumstances may you use such information for personal gain or pass it on to any person outside Mellon, including family or friends, or even to other employees who do not need such information to perform their jobs or to provide services to or for Mellon. All employees must comply with Mellon’s Consumer Privacy Policies and applicable privacy laws and regulations.
Types of Confidential Information
Although it is impossible to provide an exhaustive list of information that should remain confidential, the following are examples of the general types of confidential information that employees might receive in the ordinary course of carrying out their job responsibilities.
Information Obtained From Business Relations
You may possess confidential information about those with whom Mellon has business relations. If released, such information could have a significant effect on their operations, their business reputations or the market price of their securities. Disclosing such information could expose both you and Mellon to liability for damages. Customer information should not be released to third parties without customer authorization except as approved by the Legal Department.
Mellon Financial Information
Financial information about Mellon is confidential unless it has been published in reports to shareholders or has been made otherwise available to the public. It is the policy of the Corporation to disclose all material Corporate information to the public in such a manner that all those who are interested in the Corporation and its securities have equal access to such information.
Except as required by law or approved by the Finance Department, financial information is not to be released to any person or organization. If you have any questions about disclosing financial information, contact the head of the Finance Department.
Mellon Examination Information
Virtually all Mellon entities are periodically reviewed by regulatory examiners. Certain reports made by those regulatory agencies are the property of those agencies and are strictly confidential. Giving information from those reports to anyone not officially connected with Mellon is a criminal offense.
Questions concerning examination information should be directed to the Legal Department.
Mellon Proprietary Information
Certain nonfinancial information developed by Mellon—such as business plans, customer lists, methods of doing business, computer software, source codes, databases and related documentation—is valuable information that is proprietary and confidential. You are not to disclose it to anyone outside Mellon or to anyone inside Mellon who does not have a need to know such information. This obligation extends beyond the period of your employment with Mellon. Employees are prohibited from using Corporate time, resources and assets (including Mellon proprietary information) for personal gain. Mellon has proprietary rights in any materials, products or services that you create which relates to your work at Mellon, that use Mellon resources (equipment, etc.) or that are created during your regular work hours. You must disclose any such materials, products or services to Mellon.
Electronic Information Systems
E-mail (internal and external), voice mail and communications systems are intended for Mellon business use only. Messages and information contained on these systems are subject, at Mellon’s sole discretion, to access, monitoring, review and/or disclosure by authorized Mellon personnel with or without notice, at any time. You should not expect messages sent on these systems to be treated as private or confidential. Employees may not use e-mail systems to (l) bypass financial transaction documentation requirements; (2) send inappropriate, harassing or offensive messages; (3) solicit; or (4) deliberately distribute any program or virus that could be destructive to hardware, software, or files on any computer. You should also limit the transmission of highly sensitive information on these systems.

 


 

Respecting Confidential Information (cont.)
Messages created in these systems should be in compliance with the Corporate Policy on the Records Management Program (CPP-109-03). For more detailed information on use of these systems, see the Corporate Policies on Use of Mellon’s E-Mail Network for Internal Communications (CPP-111-04(A)); Use of Mellon’s E-Mail Network for External Communications (CPP-111-04(B)); and Access to Electronic Information (CPP-111-4). Additionally, Mellon provides employees access to both the Internet and Intranet (Mellon’s internal Internet system) as a resource to obtain Mellon organizational or business related information. Your use of the Internet and Intranet is subject, at Mellon’s sole discretion, to access, monitoring, review and/or disclosure by authorized Mellon personnel with or without notice, at any time, and should not be viewed as private or confidential. For more detailed information on use of the Internet and Intranet, see the Corporate Policy on Internet/Intranet Access (CPP-118-1).
Information Security Systems
If you have access to Mellon information systems, you are responsible for taking precautions necessary to prohibit unauthorized entry to the system. You should safeguard your passwords or other means of entry.
Computer Software
Computer software is to be used for Mellon business only and must be used in accordance with the terms of the licensing agreement. No copying of software is permitted except in accordance with the licensing agreement.
Inside Information
Inside information is material nonpublic information relating to a company whose securities trade in a public market. Information is considered “material” if it is important enough to affect the judgment of investors about whether to buy, sell or hold securities of that company, or to influence the market price of those securities.
Courts have ruled that inside information must be made public before anyone possessing it can trade, or recommend the purchase or sale of, securities of the issuing company. Under various securities laws (at both the national and local level), you, Mellon and any person with whom you share the information could be held legally responsible for misusing inside information.
Obviously, inside information rules can be very difficult to apply in given circumstances. Employees must be extremely cautious in discussing Mellon information with any person outside of Mellon or in using information obtained at Mellon in making personal investment decisions. If you have any doubts about whether or not an item is inside information or whether or not it has been or should be revealed, consult the Legal Department.

 


 

Rules for Protecting Confidential Information
The following are some basic rules to follow to protect confidential information.
Limited Communication to Outsiders
Confidential information should not be communicated to anyone outside Mellon, except consistent with Mellon’s policies on communicating such information.
Corporate Use Only
Confidential information should be used only for Mellon’s Corporate purposes. Under no circumstances may an employee use it, directly or indirectly, for personal gain or for the benefit of any outside party who is not entitled to such information.
Other Customers
Where appropriate, customers should be made aware that employees will not disclose to them other customers’ confidential information or use the confidential information of one customer for the benefit of another.
Notification of Confidentiality
When confidential information is communicated to any person, either inside or outside Mellon, they should be informed of the information’s confidential nature and the limitations on its further communication.

 


 

Rules for Protecting Confidential Information (cont.)
Prevention of Eavesdropping
Confidential matters should not be discussed in public or in places, such as in building lobbies, restaurants or elevators, where persons may overhear. Precautions, such as locking materials in desk drawers overnight, stamping material “Confidential” and delivering materials in sealed envelopes, should be taken with written materials to ensure they are not read by unauthorized persons.
Data Protection
Data stored on personal computers and diskettes should be properly secured to ensure it is not accessed by unauthorized persons. Access to computer files should be granted only on a need-to-know basis. At a minimum, employees should comply with applicable Mellon policies on electronic data security. Data stored on paper should also be properly secured (locked as appropriate) to ensure that it is not accessed by unauthorized persons. All data should be retained based on the applicable data retention schedules in each line of business. For further information see the see the Corporate Policies on Records Management Creation (CPP-111-02) and Records Retention (CPP-111-03)
Confidentiality Agreements
Confidentiality agreements to which Mellon is a party must be complied with in addition to, but not in lieu of, this Policy. Confidentiality agreements that deviate from commonly used forms should be reviewed in advance by the Legal Department.
Contact With the Public
All contacts with institutional shareholders or securities analysts about Mellon must be made through the Investor Relations Division of the Finance Department. All contacts with the media and all speeches or other public statements made on behalf of Mellon or about Mellon’s businesses must be cleared in advance by Corporate Affairs. All media inquiries should be directed to Corporate Affairs. In speeches and statements not made on behalf of Mellon, care should be taken to avoid any implication that Mellon endorses the views expressed.
Supplemental Procedures
Mellon entities, departments, divisions and groups should establish their own supplemental procedures for protecting confidential information, as appropriate. These procedures may include:
    establishing records retention and destruction policies;
 
    using code names;
 
    limiting the staffing of confidential matters (for example, limiting the size of working groups and the use of temporary employees, messengers and work processors); and
 
    requiring written confidentiality agreements for certain employees.
Any supplemental procedures should be used only to protect confidential information and not to circumvent appropriate report and record keeping requirements.
Securities Fire Wall Policy
To facilitate compliance with the prohibition on trading in securities while in possession of insider information, diversified financial services organizations, including Mellon, have adopted securities fire wall policies, which separate the business units or employees likely to receive insider information from the business units or employees that trade securities or provide investment advice.
Mellon’s policy on Securities Firewalls (CPP-903-2(C)) establishes rules restricting the flow of information within Mellon to investment personnel; procedures to be used by investment personnel to obtain information from other departments or divisions of Mellon or from other Mellon subsidiaries; and procedures for reporting the receipt of material nonpublic information by investment personnel.
You must know this policy, particularly if you work in an area that handles investment decisions or if you supply or might be asked to supply information to employees in such areas. Under no circumstances should you receive or pass on information that may create a conflict of interest or interfere with a fiduciary obligation of Mellon.

 


 

Termination of Employment
You must return all property of Mellon immediately before or upon termination of employment. This includes all forms of Mellon proprietary information; all hard-copy and computer files; customer lists; personal computer hardware and software; statistical analysis, product pricing, various formulas and models; identification cards; keys and access cards; and other confidential information. In addition, you may not retain copies of any such property. You must also return cellular or car phones, pagers, laptop computers and any other equipment that Mellon made available to facilitate the performance of your job.

 


 

Restrictions on Waivers for Executive Officers
No waiver of this Code of Conduct will be made for any executive officer of the Corporation unless the waiver is made by the Corporation’s board of directors (or a committee thereof) and is promptly disclosed to shareholders. Individuals who are deemed to be “executive officers” of the Corporation will be notified of this fact.
Notes

 

 

Exhibit 99(p)(xxiv)
Code of Ethics
Updated June 30, 2006

 


 

Message from the Managing Partners:
At Renaissance Investment Management, we must strive to exhibit the utmost professionalism in representing the interests of our clients. The ethical culture of Renaissance Investment Management is of critical importance and is supported by the Managing Partners , as is evidenced by the policies and procedures of the firm, including this Code of Ethics. Please review this Code, and follow it in every aspect of your responsibilities to Renaissance Investment Management, its clients and your peers.
      I. General Principles
This Code of Ethics (“Code”) has been amended in accordance with Rule 17j-1 promulgated by the Securities and Exchange Commission pursuant to Section 17(j) of the Investment Company Act of 1940 as amended. In general, Rule 17j-1 imposes an obligation on registered investment companies and their investment advisers and principal underwriters to adopt written Codes of Ethics covering the securities activities of certain of their officers and employees. This Code also sets forth procedures designed to aid Renaissance Investment Management in complying with the federal securities laws including Rule 204A-1 promulgated by the Securities and Exchange Commission pursuant to Section 204A of the Advisers Act.
A.   DEFINITIONS
The following terms are used throughout the text of this document:
(a)   “Access Person” means any Supervised Person who either (i) has access to nonpublic information regarding any Clients’ purchase or sale of securities, (ii) has access to nonpublic information regarding the portfolio holdings of any Reportable Fund or (iii) who is involved in making securities recommendations to Clients or who has access to such recommendations if such recommendations are nonpublic. All Renaissance Associates who are not Temporary Employees are considered “Access Persons” If providing investment advice is the advisor’s primary business, all of the advisor’s officers and employees are presumed to be access persons.
 
    Section 202(a) (25) defines “supervised person” as an advisor’s officers and employees, as well as any other persons who provide advice on behalf of the advisor and are subject to the advisor’s supervision and control.
 
(b)   “Advisers Act” means the Investment Advisers Act of 1940 and the rules and regulations promulgated thereunder, as amended from time to time.
 
(c)   “Affiliate,” with respect to any referenced entity, means an entity that is Controlled by, Controls or is under common Control with Renaissance Investment Management.

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(d)   “Affiliated Funds” are funds required to be registered under the Investment Company Act of 1940 as Registered Investment Companies that are managed by Renaissance Investment Management or an “Affiliate”
 
(e)   “Beneficial Interest” shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, in determining whether a person is a beneficial owner of a security for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. As a general matter, “Beneficial Interest” will be attributed to an Access Person in all instances where the Access Person (i) possesses the ability to purchase or sell the securities (or the ability to direct the disposition of the securities); (ii) possesses voting power (including the power to vote or to direct the voting) over such securities; or (iii) receives any benefits substantially equivalent to those of ownership.
 
(f)   “Chief Compliance Officer” (CCO) means the person listed on the Adviser’s current Form ADV filed with the Securities and Exchange Commission as the Chief Compliance Officer.
 
(g)   “Client” means (i) any investment company registered under the Company Act for whom the Adviser acts as investment adviser or sub-adviser or (ii) and separately managed investment account, commingled/collective investment trust fund, or other investment arrangement where Adviser is the adviser or sub-adviser for the management of this account.
 
(h)   Closed-end fund — An investment company that sells shares like any other corporation and usually does not redeem its shares. A publicly traded fund sold on stock exchanges or over the counter that may trade above or below its net asset value. Related: Open-end fund.
 
(i)   “Code” means this Code of Ethics, as in effect from time to time and enforced by the Adviser through the Chief Compliance Officer.
 
(j)   “Control” shall have the same meanings as that set forth in Section 2(a) (9) of the Company Act.
 
(k)   “Deminimis Gift” Equal to a gift or gifts that add up to a total of $100 or less from any single client, potential client, service provider or potential service provider over the course of a year. Note: promotional items (e.g. pens, mugs, t-shirts and other logo bearing items) are not included in the $100 total.
 
(l)   “Firm” means Renaissance Investment Management.
 
(m)   “Reportable Security” means a security as defined in section 202(a)(18) of the Act (15 U.S.C. 80b-2(a)(18)), which includes any stock, bond, future, investment contract or Instrument that is considered a “security” under the Advisers Act, including: options on securities, on indexes, and on currencies; limited partnerships; foreign unit trusts and foreign mutual funds; and private investment funds, hedge funds, ETF’s, Affiliated Funds and investment clubs. “Reportable Security” does not include: (i) Direct obligations of the Government of the United States;

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(ii) Bankers’ acceptances, bank certificate of deposits, commercial paper and high quality short-term instruments, including repurchase agreements; (iii) Shares issued by money market funds; (iv) Shares issues by open-end funds other except those that are advised or sub-advised by Renaissance’s Affiliates are which are Reportable Funds; and (v) Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, so long as none of which are Reportable Funds.
(n)   “Public Company” means any entity subject to the reporting requirements of Section 12 or 15(d) of the Securities Exchange Act of 1934.
 
(o)   “Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, as amended (the “Securities Act”), the issuer of which, prior to such offering, had never sold its securities to the public in a public offering subject to the registration requirements of Section 5 of the Securities Act.
 
(p)   “Limited Offering” means an offering of securities pursuant to an exemption from the registration requirements of the Securities Act.
 
(q)   Open-end fund — Used in the context of general equities. Mutual fund that continually creates new shares on demand. Mutual fund shareholders buy the funds at net asset value and may redeem them at any time at the prevailing market prices. Antithesis of closed-end fund.
 
(r)   “Service Provider” – is any person or entity providing goods or services to Renaissance Investment Management.
 
(s)   “Temporary Employee” – Any person who works for Renaissance on a one time or periodic basis who does not work for more than 90 continuous days in the course of their employment at Renaissance.
B.   Responsibility . It is the responsibility of Renaissance’s management to ensure that the Firm conducts its business with the highest level of ethical standards and in keeping with its fiduciary duties to its clients. Accordingly, this Code of Ethics (the “Code”) provides details of regulatory and business ethical standards to which all Access Persons must adhere. Access Persons include any partners and individuals employed by or associated with the Firm who manage client accounts, make recommendations, solicit investment advisory business or supervise individuals who perform the above functions.
 
C.   Duty to Clients . The Firm has a duty to exercise its authority and responsibility for the benefit of its clients, to place the interests of its clients first, and to refrain from having outside interests that conflict with the interests of its clients. The Firm must avoid any circumstances that might adversely affect or appear to affect its duty of complete loyalty to its clients.
 
D.   Prohibited Acts. Access Persons must comply with applicable federal securities laws. Access Persons are prohibited, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by any client accounts, from:

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  1.   Employing any device, scheme or artifice to defraud;
 
  2.   Making any untrue statement of a material fact;
 
  3.   Omitting to state a material fact necessary in order to make a statement, in light of the circumstances under which it is made, not misleading;
 
  4.   Engaging in any fraudulent or deceitful act, practice or course of business; or
 
  5.   Engaging in any manipulative practices.
E.   Use of Disclaimers. The Firm shall not attempt to limit liability for willful conduct or gross negligence through the use of disclaimers.
 
F.   Suitability. The Firm shall only recommend those investments that are suitable for a client, based upon the client’s particular situation and circumstances. This is done based on the client’s written investment policy and guidelines. If a client does not have such a document then the Access Persons should have the client complete an Investment Objective Questionnaire and a Client Profile.
 
G.   Duty to Supervise . The Firm is responsible for ensuring adequate supervision over the activities of all persons who act on its behalf. Specific duties include, but are not limited to:
  1.   Establishing procedures that could be reasonably expected to prevent and detect violations of the Firm’s Code of Ethics by its access persons;
 
  2.   Analyzing its operations and creating a system of controls to ensure compliance with applicable securities laws;
 
  3.   Ensuring that all advisory personnel fully understand the Firm’s policies and procedures; and
 
  4.   Establishing a review system designed to provide reasonable assurance that the Firm’s policies and procedures are effective and are being followed.

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      II. Personal Securities Transactions
Advisers Act Rule 204-2
A.   Purpose. The following procedures are designed to ensure that conflicts with client interests are avoided and that the Firm’s Access Persons conduct their personal trading activities in a manner consistent with the Firm’s fiduciary obligations and regulatory requirements.
 
B.   Responsibility. The Chief Compliance Officer shall maintain current and accurate records of all personal securities transactions of all Firm Access Persons. Currently, all non-temporary employees are deemed to be Access Persons subject to this Code.
 
C.   Reporting
  1.   Annual/Initial Holding Reports. Each Access Person must submit to the Chief Compliance Officer a report of all holdings in Reportable Securities, as defined below, within 10 days of his/her employment and thereafter on an annual basis, no later than February 14 of each calendar year. The Holding Reports to be used and submitted for reporting Annual/Initial holdings can be found attached to this Code. In addition to the Annual Holdings Report, an annual listing of all dividend reinvestments, stock purchase plan acquisitions, corporate actions and all gifts of securities given, received or inherited during the course of the year must be submitted to the Chief Compliance Officer with the Reportable holdings covering the previous year, you may submit brokerage statements in lieu of completing a form. (
 
  2.   Quarterly Transaction Report. Each Access Person must submit a report of his or her personal securities transactions during the calendar quarter to the Chief Compliance Officer no later than 30 days after the end of each calendar quarter. The Quarterly Transaction Report to be used and submitted can be found attached to this Code.
 
      The following reporting requirements should be noted:
  (a)   Transactions effected in any account over which neither the Firm nor its Access Persons have any direct or indirect influence, discretion or control, (Beneficial Interest), are not required to be reported. An Access Person is deemed to have (Beneficial Interest) direct or indirect influence or control over trusts which the Access Person has discretionary authority.
 
      Definition of “Beneficial Interest” – An Access Person is considered to have a beneficial interest in any transaction in which the Access Persons has the

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      opportunity to directly or indirectly profit or share in the profit derived from the securities transacted. An Access Person is presumed to have a beneficial interest in, and therefore an obligation to pre-clear and report, the following:
    Reportable securities owned by an Access Person in his or her name
 
    Reportable securities owned by an individual Access Person indirectly through an account or investment vehicle for his or her benefit, such as an IRA, family trust or family partnership.
 
    Reportable securities owned in which the Access Person has a joint ownership interest, such as property owned in a joint brokerage account.
 
    Reportable securities in which a member of the Access Person’s immediate family (e.g. spouse, domestic partner, minor children, and other dependent relatives) has a direct, indirect, or joint ownership interest with the Access Person.
 
    Reportable securities owned by trusts, private foundations, or other charitable accounts for which the Access Person has investment discretion (other than clients of the firm)
If an Access Person believes that he or she does not have a beneficial interest in a reportable security, the Access Person should provide the Chief Compliance Officer with satisfactory documentation that the Access Person has no beneficial interest in the security and exercises no control over investment decisions made regarding the security. Any question over whether an Access Person has a beneficial interest in a reportable security and therefore an obligation to pre-clear and report the transaction, should be directed to the Chief Compliance Officer.
If an Access Person has a beneficial interest in an account which the Access Person feels should not be subject to the Code’s pre-clearance and reporting requirements, the Access Person should submit a written request for clarification or an exemption to the Chief Compliance Officer. The request should name the account, describe the nature of the Access Persons’ interest in the account, the person or firm responsible for managing the account, and the basis upon which the exemption is being claimed. Requests will be

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considered on a case by case basis. Transactions effected pursuant to an automatic investment plan need not be reported (i.e. 401(k), Sharebuilder Accts with automatic deduction) (Note: Access Person directed transactions must be reported)
  (b)   Holdings and transactions in Reportable Securities only are required to be reported. Reportable Securities are defined as securities other than:
    the direct obligations of the Government of the United States;
 
    bankers’ acceptances, bank certificates of deposit, commercial paper, money market instruments, and high quality short-term debt instruments, including repurchase agreements;
 
    shares issued by money market funds;
 
    shares issued by registered open-end investment companies (mutual funds), except those that are advised or sub-advised by Renaissance or any of Renaissance’s Affiliates are considered Reportable Securities; and
 
    Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, so long as none of which are Reportable Funds..
It should also be noted that Affiliated Funds (including Renaissance sub-advised Funds), ETF’s, options and closed end funds are required to be reported. Open-end mutual funds and futures transactions are not required to be reported. Holdings in Investment Advisor managed accounts, which the Access Person has no discretion, do not have to be reported.
Note: For a complete list of securities transactions that must be reported, pre-cleared or both please review the last page of the Code of Ethics.
  (c)   Duplicate Brokerage Confirmation and Statements. A duplicate confirmation of trades for Covered Securities should be sent by the brokerage firm or by the Access Person to the Chief Compliance Officer at: Renaissance Investment Management, Attn: Chief Compliance Officer, 625 Eden Park Drive, Suite 1200, Cincinnati, OH 45202. The Chief Compliance Officer should be listed as an interested party in order to receive copies of trade confirmations for all of Access Person

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household accounts that hold or potentially hold covered securities, other than Renaissance sponsored 401(k) accounts that are not Fidelity Brokerage Link 401(k) Accounts or accounts such as spousal 401(k) accounts, which do not offer covered securities.
  D.   In addition, duplicate quarterly and annual brokerage account statements can be submitted in lieu of the Quarterly Transaction Reports and Holdings Reports, provided that all of the required information is contained in the statements.
 
  E.   Other Requirements/Restrictions
Pre-clearance of trades and review. Access Persons must submit a Pre-clearance Form to the Chief Compliance Officer for pre-clearance of all Covered Securities (as defined below) for which they exercise discretion, before being executed by the Access Person and his or her family (including spouse, minor children, parents and adults living in their household), if the Access Person has Beneficial Interest, and trusts over which the Access Person has discretionary authority. Covered Securities include all Reportable Securities including Affiliated Funds and ETF’s. Open ended Mutual Funds (excluding Affiliated Funds) are not required to be pre-cleared.A Pre-clearance Form should be used and submitted to the Chief Compliance Officer or their designee. The Chief Compliance Officer, in turn, will submit the pre-clearance form for their own personal trades to a one of the Managing Partners or a Junior Partner for pre-approval, if the Managing Partner’s are not available.
Note: Accounts which contain covered securities that are managed by Renaissance or another Investment advisor do not have to be pre-cleared as long as the Access Person does not have discretion over the account. The Access Person must provide a copy of the investment management agreement to the CCO or sign an affidavit for non-Renaissance managed investment accounts stating they exercise no investment discretion over the managed account.
The Chief Compliance Officer or their designee must pre-approve all personal securities transactions requests in writing. In addition to the CCO’s review, Mary Meiners, an analyst, will conduct a review to determine if the Firm traded the security the day before or is planning to trade the security the day of or day after the pre-clearance is submitted. If she is absent Sudhir Warrier will conduct the review. If the security in question is found to have met any of the analyst’s review criteria the request to trade in that security will be denied.
In addition, the Chief Compliance Officer or their designee shall conduct a periodic review of all Access Persons’ personal securities transactions.

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  1.   Length of Time of Approval . Approvals to trade in a security are only valid for the day which they are approved, after which a new approval must be obtained if the initial trade was not executed. The exception to this rule is a limit order which is valid for thirty days, after which a new approval must be obtained.
 
      Trading Accounts. Each Access Person must provide the Chief Compliance Officer with a list of his or her and any member of his or her household’s brokerage accounts, if the Access Person has Beneficial Interest. The Access person should provide the CCO with a list of household brokerage accounts in which there is a beneficial interest when they begin their employment with the Firm for accounts which could contain Reportable Securities. Access Persons must inform the CCO when any new brokerage, 401(k), 529 plan, Sharebuilder or IRA account is opened, as of the end of the quarter on their Quarterly Transaction Report if it could contain reportable securities. The list should include the name of the broker-dealer, the date the account was established and the date of the report. The Personal Security Transaction Report form should be used to submit this information to the CCO or their designee.
 
  2.   Special Issues. Trading in a new issue while it is in its initial public offering (“IPO”) stage is specifically prohibited. The Firm’s Access Persons may begin trading a new issue as soon as the secondary market trading in that security has begun. Likewise, Access Person’s personal trading in limited, private offerings or private placement (“limited offerings”) must be submitted for pre-approval by the Chief Compliance Officer.
 
  3.   Blackout Periods. Renaissance prohibits Access Persons from executing a securities transaction on a day during which any client has a pending “buy” or “sell” in the same security until that order is executed or withdrawn. In addition, the Firm considers one business day before and after the day on which a client’s security transaction is executed to be that security’s “blackout period,” during which period Access Persons are not allowed to personally trade in that same security.
 
  4.   Short-term Trading. Short-term trading by Access Persons is prohibited. Accordingly, any short-term trading profits realized on a shorter than 30-day duration shall be disgorged and donated to a charity.
 
  5.   Firm Managed Access Person Portfolios. The pre-clearance procedure is replaced in these portfolios by the trader’s trade order. The securities of Access Person and Access Person household family members are traded in accordance with Renaissance’s trading policy for proprietary and affiliated accounts.
 
  6.   Reporting of Violations. If a person who is subject to this Code becomes aware of a violation of the Code, the individual is required to report it to the Chief Compliance

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      Officer promptly. It is the Firm’s policy to investigate the potential violation promptly and confidentially. Retaliation against the individual who reports a violation is prohibited and constitutes a further violation of the Code.
 
  7.   Acknowledgment . The Firm requires that all Access Persons acknowledge in writing that they understand and agree to comply with the Firm’s Code of Ethics. In addition, receipt of any amendments to the Code will require an acknowledgement by Access Persons.
 
  8.   Education . The Firm will provide Access Persons with periodic training regarding the Firm’s Code of Ethics and related issues to remind Access Persons of their obligations, any amendments and regulatory changes. Access persons are encouraged to ask the Chief Compliance Officer questions regarding the Code.
  F.   Conflicts of Interest
The Firm has a duty to disclose potential and actual conflicts of interest to their clients. All Access Persons have a duty to report potential and actual conflicts of interest to the Firm. It is not possible to provide a precise or comprehensive definition of a conflict of interest. However, one factor that is common to all conflicts of interest situations is the possibility that a Access Person’s actions or decisions will be affected because of actual or potential differences between or among the interests of the Firm, its affiliates or Clients, and/or the Access Person’s own personal interests. A particular activity or situation may be found to involve a conflict of interest even though it does not result in any financial loss to the Firm, its affiliates or Clients or any gain to the Adviser or the Access Person, regardless of the motivations of the Access Person involved.
Access Persons must avoid other employment or business activities, including personal investments, which interfere with their duties to the Adviser Investments by Access Persons that interfere with duties to the Firm divide loyalty, or may create an actual or apparent conflict of interest. Each Access Person must promptly report any situation or transaction involving an actual or potential conflict of interest to the Chief Compliance Officer. The Chief Compliance Officer’s and Managing Partners determination as to whether a conflict of interest exists or is harmful shall be conclusive. Any situation that the Chief Compliance Officer determines to be harmful to the interests of Clients or the interest or reputation of the Firm shall be terminated.
  1.   Gifts and Entertainment
Occasionally, an Access Person may be offered gifts or entertainment opportunities by clients, brokers, vendors or other organizations with whom the firm transacts business. The giving and receiving of gifts and opportunities to travel and attend entertainment events from such sources are subject to the general principles outlined below and are permitted only under the circumstances specified in this section of the Code.

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  a)   General Principles Applicable to Gifts, Travel and Entertainment Opportunities, and Sensitive Payments
    An Access Person cannot give or accept a gift or participate in an entertainment opportunity if the frequency and/or value of the gift or entertainment opportunity may be considered excessive or extravagant.
 
    An Access Person cannot give or receive a gift, travel and entertainment opportunity or sensitive payment if, in doing so, it would create or appear to create a conflict with the interests of our clients or the firm, or have a detrimental impact on the firm’s reputation.
 
    With regard to gifts and entertainment opportunities covered and permitted under the Code, under no circumstances is it acceptable for an Access Person to resell a gift or ticket to an entertainment event.
  b)   Accepting Gifts
The only gift (other than entertainment tickets) that may be accepted by an Access Person is a gift of nominal value (i.e. a gift whose reasonable value is no more than $100) and promotional items (e.g. pens, mugs, t-shirts, golf balls and other logo bearing items). Under no circumstances may an Access Person accept a gift of cash, including a cash equivalent such as a gift certificate, bond, security or other items that may be readily converted to cash. (Note: The $100 limit is per person per Brokerage firm. (i.e. Morgan Stanley, Merrill Lynch, Smith Barney)
Acceptance of a gift that is directed to Renaissance Investment Management as a firm should be cleared with the Chief Compliance Officer. Such a gift, if approved, will be accepted on behalf of, and treated as the property of, the firm. Gifts that are received by the firm are not required to be recorded to the Renaissance gift log. In addition, items of a routine nature such as holiday and other gift baskets and fruit arrangements (so long as they are of an ordinary and customary nature and value) do not require approval by the Chief Compliance Officer.
If an Access Person receives a gift that is prohibited under the Code, it must be declined or returned in order to protect the reputation and integrity of Renaissance Investment Management. If the gift has already been received, and cannot be returned, it will be donated to a charity of the Managing Partners choice unless the gift is received by a Managing Partner. In that circumstance it will be donated to a charity of the CCO’s choice. Any question as to the appropriateness of any gift should be directed to the Chief Compliance Officer.

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  c)   Accepting Travel and Entertainment Opportunities and Tickets
Renaissance Investment Management recognizes that occasional participation in entertainment opportunities with representatives from organizations with whom the firm transacts business, such as clients, brokers, vendors or other organizations can be useful relationship building exercises. Examples of such entertainment opportunities are: lunches, dinners, cocktail parties, golf outings or regular season sporting events.
Accordingly, occasional participation by an Access Person in such entertainment opportunities for legitimate business purposes is permitted provided that:
    A representative from the hosting organization attends the event with the Access Person;
 
    Participation complies with the following requirements for entertainment tickets, lodging, car and limousine services, and air travel.
  d)   Entertainment Tickets
An Access Person occasionally may accept a ticket to an entertainment event and the face value of the ticket or entrance fee is $100 or less, not including the value of food that may be provided to the Access Person before, during, or after the event. An Access Person is required to obtain prior approval from the Chief Compliance Officer before accepting any other entertainment opportunity.
An Access Person is strongly discouraged from participating in the following situations and may not participate unless prior approval from the Chief Compliance Officer is obtained:
    The entertainment ticket has a face value above $100; if approved by the Chief Compliance Officer, the Access Person is required to reimburse the host for the full face value of the ticket;
 
    The entertainment event is unusual or high profile (e.g., a major sporting event); if approved by Chief Compliance Officer, the Access Person is required to reimburse the host for the full face value of the ticket regardless of what the face value might be;
 
    The host has extended an invitation to the entertainment event to numerous Renaissance Access Persons.

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      The Chief Compliance Officer must clear their own participation in the above situations with a Managing Partner of the Firm.
 
      Each Access Person must familiarize himself/herself with, and adhere to, any additional policies and procedures regarding entertainment opportunities and tickets that may be enforced by the Chief Compliance Officer.
  e)   Lodging
An Access Person is not permitted to accept a gift of lodging in connection with any entertainment opportunity. Rather, an Access Person must pay for his/her own lodging expense in connection with any entertainment opportunity. If an Access Person participates in an entertainment opportunity for which lodging is arranged and paid for by the host, the Access Person must reimburse the host for the equivalent cost of the lodging, as determined by Renaissance Investment Management’s Travel Coordinator. It is the Access Person’s responsibility to ensure that the host accepts the reimbursement and whenever possible, arrange for reimbursement prior to attending the entertainment event. Lodging connected to an Access Persons business travel will be paid for by Renaissance Investment Management.
  f)   Car and Limousine Services
An Access Person must exercise reasonable judgment with respect to accepting rides in limousines and with car services. Except where circumstances warrant (e.g., where safety is a concern), an Access Person should not accept limousine and car services which are paid for by a host when the host is not present.
  g)   Air Travel
An Access Person is not permitted to accept a gift of air travel in connection with any entertainment opportunity. Rather, an Access Person must pay for his/her own air travel expense in connection with any entertainment opportunity. If an Access Person participates in an entertainment opportunity for which air travel is arranged and paid for by the host, the Access person must reimburse the host for the equivalent cost of the air travel, as determined by Renaissance Investment Management’s Travel Coordinator. It is the Access Person’s responsibility to ensure that the host accepts the reimbursement whenever possible, arrange for reimbursement prior to attending the entertainment event. Use of private aircraft or charter flights arranged by the host for entertainment related travel is prohibited. Air travel that is connected to an Access Person’s business travel will be paid for by Renaissance Investment Management.
  h)   Solicitation of Gifts, Contributions, or Sponsorships
An Access Person may not solicit gifts, entertainment tickets, gratuities, contributions (including charitable contributions), or sponsorships from brokers, vendors, clients or companies in which the firm invests or conducts research. Similarly, an Access Person is prohibited from

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making such requests through Renaissance Investment Management’s Trading Department or any other Renaissance Investment Management Department or Access Person(this prohibition does not extend to personal gifts or offers of Access Person owned tickets between Access Persons).
  i)   Giving Gifts (other than Entertainment Opportunities)
In appropriate circumstances, it may be acceptable for the firm or its Access Persons to extend gifts to clients or others who do business with Renaissance Investment Management. Gifts of cash (including cash equivalents such as gift certificates, bonds, securities or other items that may be readily converted to cash) or excessive or extravagant gifts, as measured by the total value or quantity of the gift(s), are prohibited. Gifts with a face value in excess of $100 must be cleared by the Chief Compliance Officer. Renaissance promotional items (e.g. pens, mugs, t-shirts, golf balls and other Renaissance logo bearing items) will not count toward the $100 limit. Entertainment/Meals for existing customers during periodically scheduled visits by clients will not count toward the $100 limit.
An Access Person should be certain that the gift does not give rise to a conflict with client interests, or the appearance of a conflict, and that there is no reason to believe that the gift violates any applicable code of conduct of the recipient. Gifts are permitted only when made in accordance with applicable laws and regulations and in accordance with generally accepted business practices in the various countries and jurisdictions where Renaissance Investment Management does business.
  j)   Giving Entertainment Opportunities
An Access Person is not permitted to source tickets to entertainment events from Renaissance Investment Management’s Trading Department or any other Renaissance Investment Management Department or Access Person, brokers, vendors, or other organizations with whom the firm transacts business (this prohibition does not extend to personal gifts or offers of Access Person owned tickets between Access Persons). Similarly, an Access Person is prohibited from sourcing tickets on behalf of clients or prospects from ticket vendors.

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  k)   Sensitive Payments
An Access Person may not participate on behalf of the firm, or any client, directly or indirectly, in any of the following transactions:
    Use of the firm’s name or funds to support political candidates or issues, or elected or appointed government officials;
 
    Payment or receipt of bribes, kickbacks, or payment or receipt of any money in violation of any law applicable to the transaction;
 
    Payments to government officials or government employees that are unlawful or otherwise not in accordance with regulatory rules and generally accepted business practices of the governing jurisdiction.
An Access Person making contributions or payments of any kind may do so in his/her capacity as an individual, but may not use or in any way associate Renaissance Investment Management’s name with such contributions or payments (except as may be required under applicable law). Access Person’s should be mindful of these general principals when making donations to charities sponsored by clients.
  l)   Questions and Clarifications
Any question as to the appropriateness of gifts, travel and entertainment opportunities, or payments should be discussed with the Chief Compliance Officer.
  m)   Gift Log
All gifts of any amount are required to be listed by the Access Person on the Gift and Entertainment log and submitted to the CCO. A copy of the Gift and Entertainment log is located at F:\Compliance\Gift and Entertainment Log\Current Gift and Entertainment Log 2006. Note: promotional items (e.g. pens, mugs, t-shirts, golf balls and other logo bearing items do not have to be recorded on the gift log and to not count toward the $100 limit) (The $100 limit pertains per brokerage firm (i.e Smith Barney, Merrill Lynch, Morgan Stanley) over the course of a calendar year)

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  n)   Interest in Competitors Clients or Suppliers
Except with the approval of the Managing Partners and the Chief Compliance Officer, no Access Person or member of his or her Immediate Family (including such person’s spouse, children, stepchildren, grandchildren, parents, stepparents, grandparents, siblings, persons with whom the Access Person has an adoptive or “in-law” relationship) limited to immediate family (as defined above) to whose support the Access Person contributes, either directly or indirectly and who shares such Access Persons’ household (“Immediate Family”), shall serve as an employee, officer, director or trustee of, or have a substantial interest in or business relationship with, a competitor, Client, or supplier of the Firm (other than any AMG Affiliate) that could create a divided loyalty or the appearance of one.
  o)   Interest in Transactions
No Access Person or their Immediate Family shall engage in any transaction involving the Firm if the Access Person or such immediate family has a substantial interest in the transaction or can benefit directly or indirectly from the transaction (other than through the Access Person’s normal compensation), except as specifically authorized in writing by the Chief Compliance Officer.
  p)   Outside Employment
No Access Person shall be employed by, or accept any remuneration from, or perform any services for, any person or entity, including serving as a trustee or general partner of a partnership, other than the Firm or any Affiliate of the Firm, except as specifically authorized by the Managing Partners of the Firm. In no event should any Access Person have any outside employment that might cause embarrassment to or jeopardize the interests of the Firm, interfere with its operations, or adversely affect his or her productivity or that of other Access Persons.
  q)   Diversion of Firm Business or Investment Opportunity
No Access Person shall acquire, or derive personal gain or profit from, any business or investment opportunity that comes to his or her attention as a result of his or her association with the Firm, and in which he or she should reasonably know the Firm or Clients might reasonably be expected to participate or have an interest, without first

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disclosing in writing all relevant facts to the Adviser, offering the opportunity to the Firm or Clients if appropriate, and receiving specific written authorization from the Chief Compliance Officer.
  r)   Serving on the Board of Directors of a Public Company
No Access Persons may serve on the board of directors of any Public Company.
  s)   Code of Ethics Hotline/ Whistleblower procedure
Conflicts of Interest, illegal activity, fraud, suspicious activity or any situation or occurrence any Access Person observes or suspects should be immediately reported to the Chief Compliance Officer. If the Access person feels uncomfortable reporting the activity or asking their question at work please call the CCO at home at 859-431-4193. These communications will be treated with the utmost sensitivity an maintained by the CCO as a confidential record.
If the Access Person suspects the CCO of wrongdoing they should notify the Managing Partners of the firm through a visit to the Managing Partner’s office or a phone call to their home.
In all circumstances the Access Person’s statements will be kept confidential by the CCO or Managing Partner. Any retaliation by any party against the “Whistleblower” will constitute a further violation of this code.
  G.   General Sanction Guidelines
    Non-Preclearance of Personal Trades. The Chief Compliance Officer shall generally issue a Letter of Warning to the Access Person at first offense. A repeat violator shall receive reprimands including administrative warnings, demotions, disgorgements of profits, monetary penalties, suspensions or dismissal of the person involved. These are guidelines only, so the Firm can apply any appropriate sanction depending upon the circumstances, up to and including dismissal.
 
    Late Filing of the Required Reports. The Chief Compliance Officer shall generally issue a Letter of Notification to the Access Person at first offense. A repeat violator shall receive reprimands including administrative warnings, demotions, suspensions or dismissal of the person involved. These are guidelines only, so the Firm can apply any appropriate sanction depending upon the circumstances, up to and including dismissal.

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    It should be emphasized that all required filings and reports under this policy shall be monitored by the Chief Compliance Officer or their designee. The Chief Compliance Officer will receive and review report of violations periodically. Violators will be subject to reprimand, monetary fine, termination or reporting to regulators, depending on the degree of the offense.
  H.   Confidentiality.
All reports and documents are strictly confidential and will not be discussed with any unauthorized associates of the firm. They will be made available, however, to the Securities and Exchange Commission or other regulatory body upon proof that they are empowered to review such documents. Other than those limited purposes, the reports will be kept in a locked drawer once they have been reviewed.
  I.   Recordkeeping. Renaissance will maintain in its records the following:
    A copy of the Code that is or was in effect
 
    Records of violations of the Code
 
    Actions taken as a result of the violations
 
    Copies of Access Person’s acknowledgment of receipt of the Code
 
    All reports and forms required to be filed by Access Persons under the Code
 
    A record of all Access Persons who are or were required to file reports under this Code, or who are or were responsible for reviewing these reports
 
    Pre-clearance requests, approval records, and any reasons supporting the decisions to approve purchase of a limited offering
The retention period is five years from the end of the fiscal year in which the transaction occurs, in an easily accessible place, the first two years in an appropriate office.

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  III.   Insider Trading
Advisers Act Section 204A
A.   Supervisory Responsibility. The Chief Compliance Officer shall be responsible for implementing, monitoring and enforcing the Firm’s policies and procedures against insider trading embodied in this section of the Code. In addition, all Access Persons are subject to Affiliated Managers Group, Inc.’s Special Trading Procedures, which is provided to Access Persons under separate cover.
 
B.   Section 204A of the Adviser Act. Section 204A requires all investment advisers to establish, maintain and enforce written procedures designed to prevent the misuse of material, non-public information in violation of the Securities and Exchange Act of 1934. This conduct is frequently referred to as “insider trading.”
 
C.   Definitions
  1.   Insider. The term “insider” is broadly defined. It includes officers and employees of the Firm. In addition, a person can be a “temporary insider” if that person enters into a special confidential relationship in the conduct of a Firm’s affairs and, as a result, is given access to information solely for the Firm’s purposes. A temporary insider can include, among others, the Firm’s attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. In addition, the Firm may become a temporary insider of a client it advises or for which it performs other services. If a client expects the Firm to keep the disclosed non-public information confidential and the relationship implies such a duty, then the Firm will be considered an insider.
 
  2.   Insider Trading. The term “insider trading” is not defined in federal securities laws, but generally is used to refer to the effecting of securities transactions while in possession of material, non-public information (whether or not one is an “insider”) or to the communication of material, non-public information to others. While the law concerning insider trading is not static, it is generally understood that the law prohibits:
  (a)   Trading by an insider while in possession of material non-public information;
 
  (b)   Trading by a non-insider (also called a “temporary insider”) while in possession of material non-public information, where the information was either disclosed to the non-insider in violation of an insider’s duty to keep the information confidential or was misappropriated; and

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  (c)   Communicating material non-public information to others.
  3.   Material Information. The term “material information” is generally defined as information that a reasonable investor would most likely consider important in making their investment decisions, or information that is reasonably certain to have a substantial effect on the price of a Firm’s securities, regardless of whether the information is related directly to their business. Material information includes, but is not limited to: dividend changes; earnings estimates; changes in previously released earnings estimates; significant merger or acquisition proposals or agreements; major litigation; liquidation problems; and extraordinary management developments.
 
  4.   Non-Public Information. Information is non-public until it has been effectively communicated to the marketplace. For example, information found in a report filed with the SEC, or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal or other publications of general circulation would be considered public information.
D.   The Firm’s Policy on Insider Trading
All Access Persons are prohibited from trading either personally or on behalf of others, on material non-public information or communicating material non-public information to others in violation of Section 204A. After an associate has received information, he or she should refrain from trading while in possession of that information unless he or she first determines that the information is either public, non-material, or both. The associate should also refrain from disclosing the information to others, such as family, relatives, business or social acquaintances that do not need to know such information for legitimate business reasons. If the associate has any questions at all as to whether the information is material and nonpublic, he or she must resolve the question before trading, recommending trading, or divulging the information.
If any doubt at all remains, associates should consult the Chief Compliance Officer prior to trading or disclosure of the information.
E.   Prevention of Insider Trading. To prevent insider trading from occurring, the Chief Compliance Officer shall:
  1.   design an appropriate educational program and provide educational materials to familiarize Access Persons with the Firm’s policy;
 
  2.   answer questions and inquiries regarding the Firm’s policy;
 
  3.   review the Firm’s policy on a regular basis and update it as necessary to reflect regulatory and industry changes;

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  4.   resolve issues as to whether information received by an Access Person constitutes material and non-public information;
 
  5.   Upon determination that an Access Person has possession of material non-public information:
  (a)   implement measures to prevent dissemination of such information; and
 
  (b)   restrict Access Persons from trading on any affected securities.
F.   Detection of Insider Trading . In order to detect insider trading and inappropriate personal securities transactions, the Chief Compliance Officer shall, from time to time:
  1.   review the trading activity reports filed by Access Persons;
 
  2.   review the trading activity of accounts managed by the Firm;
 
  3.   coordinate the review of such reports when necessary, with other appropriate employees of the Firm.
G.   Sanctions
Immediate Reports. Any violation of the Insider Trading Policy can be expected to result in serious sanctions by the Firm. Immediately upon learning of a potential insider trading violation, the Chief Compliance Officer shall prepare a written report to the management of the Firm providing full details and recommendations for further action, including reprimands, demotions, monetary penalties, suspensions, dismissal or reporting to the regulatory authorities.
H.   Acknowledgement. The Firm requires that all Access Persons acknowledge in writing that they have reviewed and agree to comply with the Firm’s policy and procedures on Insider Trading.

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Certification
I certify that I have received, read, understand and agree to abide by Renaissance’s Code of Ethics. I recognize that the Policies and Procedures described herein apply to me and agree to comply in all respects. I certify that I have, to date, reported all transactions and brokerage accounts required to be reported under the Code. I also acknowledge that I have read and understand Renaissance’s Insider Trading Policy and Procedures. In addition, I certify that I have not offered or accepted any inappropriate or non-permissible gifts or entertainment to/from others as required under the Code. I understand that Renaissance will take appropriate disciplinary actions against me for violating such Policies as well as in the event of any other legal violations. Furthermore, I understand that any violation of the Code of Ethics may lead to serious sanctions, including dismissal from Renaissance.
                                                              
Print Name
                                                              
Signature
                                                              
Date

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Personal Securities Transactions
You Must Pre-Clear and Report the Following Transactions. In addition You must also report the transactions on your Quarterly Transaction Reports:
Bonds (including Government Agency Bonds, but excluding Direct Obligations of the
U.S.Government) Municipal Bonds
Stock
Closed-end Funds
All Exchange Traded Funds (ETF’s)
Affiliated Mutual Funds
Notes
Convertible Securities
Preferred Securities
ADR’s
Single Stock Futures
Limited Partnership Interests
Limited Liability Company Interests
Options on Securities
Warrants
Rights
Dividend Reinvestments that are directed by the access person
Stock Purchase Plan Acquisitions directed by the access person
You Do Not Need to Pre-clear or provide Quarterly Transaction Reporting for the Following Transactions:
Open-end Mutual Funds (That are not affiliated funds)
Offshore Funds
Direct Obligations of the U.S Government
Money Market Instruments
Broad Based Stock Index Futures and Options
Securities Futures and Options on Direct Obligations of the U.S. Government
Commodities Futures
Foreign Currency Transactions
Automatic Investment Plans – (e.g. Scottrade , Fidelity, etc.)
Automatic Dividend Reinvestment
Automatic Stock Purchase Plan Acquisitions
Corporate Actions (splits, tender offers, mergers, stock dividends, etc.)

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Other
In addition to the annual holdings report you must report the following for the preceding year from 1/1-12/31 (You may submit copies of brokerage statements with your annual holdings to fulfill this requirement)
Automatic Dividend Reinvestments
Stock Purchase Plan Acquisitions
Corporate Actions (splits, tender offers, mergers, stock dividends, etc.)
Gifts of securities to you over which you did not control the timing
Gifts of securities from you to a not-for profit-organization, including a private foundation and donor advised fund
Gifts of securities from you to an individual or donee other than a not-for-profit if the individual or donee represents that he/she has no present intention of selling the security

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